Common use of Certificates of Title Clause in Contracts

Certificates of Title. (a) The Servicer or its designated agents (each such agent that agrees to perform services subject to the applicable terms hereof and of the other Related Documents and that is consented to by the Issuer, the “Servicer’s Agent”) on behalf of the Servicer shall hold all of the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles in the Servicer’s capacity as agent of, and custodian for, the Collateral Agent. The Servicer or the Servicer’s Agents on behalf of the Servicer shall (i) hold all such Certificates of Title, under lock and key, in a safe fireproof location at one or more of the offices specified in each Fleet Report delivered by the Servicer pursuant to Section 2.3, and (ii) not release or surrender any such Certificate of Title other than Certificates of Title as to which the security interest of the Collateral Agent has been released in accordance with Section 2.6 of this Agreement; provided, however that the Servicer or the Servicer’s Agents, on behalf of and at the direction of the Servicer, may deliver the Certificate of Title for any ZVF Vehicle or ZVF Segregated Vehicle sold or otherwise disposed of in accordance with the Related Documents to the purchaser thereof, together with any documentation necessary to effect the removal of the notation of the Lien of this Agreement on such Certificate of Title upon the release of the lien of such ZVF Vehicle or ZVF Segregated Vehicle, as the case may be, in accordance with Section 2.6. The Servicer shall cause the Certificates of Title with respect to each ZVF Vehicle and ZVF Segregated Vehicle to show ZVF as the registered owner of such Vehicle, and the Collateral Agent, as agent, as the first lienholder, at the address of one of the offices of the Servicer referred to in the preceding sentence. The Servicer shall pay any compensation payable to a Servicer’s Agent from its own funds. Notwithstanding any delegation of duties to a Servicer’s Agent hereunder, the Servicer shall not be relieved of its liability and responsibility with respect to such duties. The Servicer shall notify the Rating Agencies, if any, in writing at least thirty (30) days prior to the replacement of an existing Servicer’s Agent or the designation of any new Servicer’s Agent. (b) The Collateral Agent hereby grants to the Servicer a power of attorney to take any and all actions, in the name of the Collateral Agent, (i) to note the Collateral Agent as the holder of a first lien on the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles, and/or otherwise ensure that the first Lien shown on any and all Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles is in the name of the Collateral Agent and (ii) to release the Collateral Agent’s Lien on any Certificate of Title in connection with the release of the related Vehicle from the Lien of this Agreement in accordance with Section 2.6. Nothing in this Agreement shall be construed as authorization from the Collateral Agent to the Servicer to release any Lien on the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles except upon compliance with this Agreement. To further evidence the power of attorney referred to in this Section 2.5(b), the Collateral Agent agrees that upon request of the Servicer it will execute a separate power of attorney in respect of the ZVF Vehicles or the ZVF Segregated Vehicles pledged for the benefit of each Segregated Series substantially in the form of Exhibit B. In no event shall the Collateral Agent or the Trustee have any responsibility for or liability in connection with any action taken pursuant to the Power of Attorney. If, notwithstanding the grant of the Power of Attorney, the Collateral Agent or Trustee is requested to execute a document to evidence a release of Lien of Certificate of Title, the Collateral Agent and/or the Trustee shall be entitled to receive a Company Order authorizing it to execute such release, together with an Officer’s Certificate stating that such release is permitted by the Related Documents. If, after a Liquidation Event of Default, ZVF has not provided such a Company Order or the Collateral Agent is not otherwise acting at the direction of the Servicer in accordance with Section 2.5(c), within a reasonable time after a request for a Company Order, the Collateral Agent and/or the Trustee may seek a general direction from the Requisite Investors directing it to execute any documents evidencing a release of Liens of Certificates of Title on which direction the Collateral Agent and/or the Trustee shall be entitled to rely. (c) After the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes Outstanding, the General Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF Vehicles referred to in Section 2.5(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. After the occurrence and during the continuance of an Amortization Event with respect to a Segregated Collateral Agency Series, the applicable Segregated Series Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF Segregated Vehicles pledged for the benefit of such Segregated Series referred to in Section 2.5(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The Servicer agrees that upon receipt of any such notice such power of attorney shall automatically terminate by giving written notice to such effect to the Servicer. After any such termination, the Collateral Agent will follow the written direction of the Servicer to release liens on ZVF Vehicles or ZVF Segregated Vehicles, as applicable, unless a contrary written direction is received from the applicable Secured Party.

Certificates of Title. (a) The Servicer or its designated agents (each such agent that agrees to perform services subject to the applicable terms hereof and of the other Related Documents and that is consented to by the Issuer, the “Servicer’s AgentAgents”) on behalf of the Servicer shall hold all of the Certificates of Title for the ZVF HVF Vehicles, the HVF Segregated Vehicles and the ZVF Segregated HGI Vehicles in the Servicer’s capacity as agent of, and custodian for, the Collateral Agent. The Servicer or the Servicer’s Agents on behalf of the Servicer shall (i) hold all such Certificates of Title, under lock and key, in a safe fireproof location at one or more of the offices specified in each Fleet Report delivered by the Servicer pursuant to Section 2.32.4, and (ii) not release or surrender any such Certificate of Title other than Certificates of Title as to which the security interest of the Collateral Agent has been released in accordance with Section 2.6 2.7 of this Agreement; provided, however that the Servicer or the Servicer’s Agents, on behalf of and at the direction of the Servicer, may deliver the Certificate of Title for any ZVF HVF Vehicle, HVF Segregated Vehicle or ZVF Segregated HGI Vehicle sold or otherwise disposed of in accordance with the Related Documents to the purchaser thereof, together with any documentation necessary to effect the removal of the notation of the Lien of this Agreement on such Certificate of Title upon the release of the lien of such ZVF Vehicle or ZVF Segregated Vehicle, as the case may be, in accordance with Section 2.6Title. The Servicer shall cause the Certificates of Title with respect to each ZVF HVF Vehicle, HVF Segregated Vehicle (other than any HVF Segregated Vehicle for which the Nominee does not act as nominee titleholder) and ZVF Segregated HGI Vehicle to show ZVF the Nominee (and, with respect to the Initial Hertz Vehicles, Hertz, and with respect to the Service Vehicles, HFC), as the registered owner of such Vehicle, and (other than with respect to the Initial Hertz Vehicles and the Service Vehicles, which shall have no lienholder noted) the Collateral Agent, as agent, as the first lienholder, at the address of one of the offices of the Servicer referred to in the preceding sentence. For the avoidance of doubt, the Servicer shall not be obligated to retitle the Initial Hertz Vehicles or the Service Vehicles which are not currently titled in the name of the Nominee or do not reflect the Collateral Agent, as agent, as the first lienholder. The Servicer shall pay any compensation payable to a Servicer’s Servicer Agent from its own funds. Notwithstanding any delegation of duties to a Servicer’s Servicer Agent hereunder, the Servicer shall not be relieved of its liability and responsibility with respect to such duties. The Servicer shall notify the Rating Agencies, if any, Agencies in writing at least thirty (30) days prior to the replacement of an existing Servicer’s Agent or the designation of any new Servicer’s Agent. (b) The Collateral Agent hereby grants to the Servicer a power of attorney to take any and all actions, in the name of the Collateral Agent, (i) to note the Collateral Agent as the holder of a first lien on the Certificates of Title for the ZVF HVF Vehicles, the HVF Segregated Vehicles and the ZVF Segregated HGI Vehicles, and/or otherwise ensure that the first Lien shown on any and all Certificates of Title for the ZVF HVF Vehicles, the HVF Segregated Vehicles and the ZVF Segregated HGI Vehicles is in the name of the Collateral Agent and (ii) to release the Collateral Agent’s Lien on any Certificate of Title in connection with the release of the related Vehicle from the Lien of this Agreement in accordance with Section 2.62.7. Nothing in this Agreement shall be construed as authorization from the Collateral Agent to the Servicer to release any Lien on the Certificates of Title for the ZVF HVF Vehicles, the HVF Segregated Vehicles and the ZVF Segregated HGI Vehicles except upon compliance with this Agreement. To further evidence the power of attorney referred to in this Section 2.5(b2.6(b), the Collateral Agent agrees that upon request of the Servicer it will execute a separate power of attorney in respect of the ZVF Vehicles or HVF Vehicles, the ZVF HVF Segregated Vehicles pledged for the benefit of each Segregated Series or the HGI Vehicles substantially in the form of Exhibit B. In no event shall the Collateral Agent or the Trustee have any responsibility for or liability in connection with any action taken pursuant to the Power of Attorney. If, notwithstanding the grant of the Power of Attorney, the Collateral Agent or Trustee is requested to execute a document to evidence a release of Lien of Certificate of Title, the Collateral Agent and/or the Trustee shall be entitled to receive a Company Order authorizing it to execute such release, together with an Officer’s Certificate stating that such release is permitted by the Related Documents. If, after a Liquidation Event of Default, ZVF has not provided such a Company Order or the Collateral Agent is not otherwise acting at the direction of the Servicer in accordance with Section 2.5(c), within a reasonable time after a request for a Company Order, the Collateral Agent and/or the Trustee may seek a general direction from the Requisite Investors directing it to execute any documents evidencing a release of Liens of Certificates of Title on which direction the Collateral Agent and/or the Trustee shall be entitled to rely.B. (c) After the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes Outstanding, the HVF General Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF HVF Vehicles referred to in Section 2.5(b2.6(b) (including the related power granted under Section 2.5(b2.6(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. After the occurrence and during the continuance of an Amortization Event with respect to a Segregated Collateral Agency SeriesSeries of Notes, the applicable HVF Segregated Series Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF HVF Segregated Vehicles pledged for the benefit of such Segregated Series referred to in Section 2.5(b2.6(b) (including the related power granted under Section 2.5(b2.6(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The Servicer agrees that upon receipt of any such notice such HGI Secured Party may cause the Collateral Agent to terminate the power of attorney shall automatically terminate in respect of the HGI Vehicles referred to in Section 2.6(b) (including the related power granted under Section 2.6(b)) by giving written notice to such effect to the Servicer. After any such termination, Servicer and the Collateral Agent will follow the written direction of the Servicer to release liens on ZVF Vehicles or ZVF Segregated Vehicles, as applicable, unless a contrary written direction is received from the applicable Secured Party.Collateral

Certificates of Title. (a) The ii)The Servicer or its designated agents (each such agent that agrees to perform services subject to the applicable terms hereof and of the other Related Documents and that is consented to by the Issuer, the “Servicer’s AgentAgents”) on behalf of the Servicer shall hold all of the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles in the Servicer’s capacity as agent of, and custodian for, the Collateral Agent. The Servicer or the Servicer’s Agents on behalf of the Servicer shall (i) hold all such Certificates of Title, under lock and key, in a safe fireproof location at one or more of the offices specified in each Fleet Report delivered by the Servicer pursuant to Section 2.32.4, and (ii) not release or surrender any such Certificate of Title other than Certificates of Title as to which the security interest of the Collateral Agent has been released in accordance with Section 2.6 2.7 of this Agreement; provided, however that the Servicer or the Servicer’s Agents, on behalf of and at the direction of the Servicer, may deliver the Certificate of Title for any ZVF Vehicle or ZVF Segregated Vehicle sold or otherwise disposed of in accordance with the Related Documents to the purchaser thereof, together with any documentation necessary to effect the removal of the notation of the Lien of this Agreement on such Certificate of Title upon the release of the lien of such ZVF Vehicle or ZVF Segregated Vehicle, as the case may be, in accordance with Section 2.6Title. The Servicer shall cause the Certificates of Title with respect to each ZVF Vehicle and ZVF Segregated Vehicle to show ZVF the Nominee (and, with respect to the Initial Hertz Vehicles, Hertz, and with respect to the Service Vehicles, HFC), as the registered owner of such the Vehicle, and (other than with respect to the Initial Hertz Vehicles and the Service Vehicles, which shall have no lienholder noted) the Collateral Agent, as agent, as the first lienholder, at the address of one of the offices of the Servicer referred to in the preceding sentence. For the avoidance of doubt, the Servicer shall not be obligated to retitle the Initial Hertz Vehicles or the Service Vehicles which are not currently titled in the name of the Nominee or do not reflect the Collateral Agent, as agent, as the first lienholder. The Servicer shall pay any compensation payable to a Servicer’s Servicer Agent from its own funds. Notwithstanding any delegation of duties to a Servicer’s Servicer Agent hereunder, the Servicer shall not be relieved of its liability and responsibility with respect to such duties. The Servicer shall notify the Rating Agencies, if any, Agencies in writing at least thirty (30) days prior to the replacement of an existing Servicer’s Agent or the designation of any new Servicer’s Agent. (ba) The Collateral Agent hereby grants to the Servicer a power of attorney to take any and all actions, in the name of the Collateral Agent, (i) to note the Collateral Agent as the holder of a first lien on the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles, and/or otherwise ensure that the first Lien shown on any and all Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles is in the name of the Collateral Agent and (ii) to release the Collateral Agent’s Lien on any Certificate of Title in connection with the release of the related Vehicle from the Lien of this Agreement in accordance with Section 2.62.7. Nothing in this Agreement shall be construed as authorization from the Collateral Agent to the Servicer to release any Lien on the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles except upon compliance with this Agreement. To further evidence the power of attorney referred to in this Section 2.5(b2.6(b), the Collateral Agent agrees that upon request of the Servicer it will execute a separate power of attorney in respect of the ZVF HVF Vehicles or the ZVF Segregated HGI Vehicles pledged for the benefit of each Segregated Series substantially in the form of Exhibit B. In no event shall the Collateral Agent or the Trustee have any responsibility for or liability in connection with any action taken pursuant to the Power of Attorney. If, notwithstanding the grant of the Power of Attorney, the Collateral Agent or Trustee is requested to execute a document to evidence a release of Lien of Certificate of Title, the Collateral Agent and/or the Trustee shall be entitled to receive a Company Order authorizing it to execute such release, together with an Officer’s Certificate stating that such release is permitted by the Related Documents. If, after a Liquidation Event of Default, ZVF has not provided such a Company Order or the Collateral Agent is not otherwise acting at the direction of the Servicer in accordance with Section 2.5(c), within a reasonable time after a request for a Company Order, the Collateral Agent and/or the Trustee may seek a general direction from the Requisite Investors directing it to execute any documents evidencing a release of Liens of Certificates of Title on which direction the Collateral Agent and/or the Trustee shall be entitled to rely.B. (cb) After the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes Outstanding, the General HVF Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF HVF Vehicles referred to in Section 2.5(b2.6(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. After the occurrence and during the continuance of an Amortization Event with respect to a Segregated Collateral Agency Series, the applicable Segregated Series Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF Segregated Vehicles pledged for the benefit of such Segregated Series referred to in Section 2.5(b) (including the related power granted under Section 2.5(b2.6(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The HGI Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the HGI Vehicles referred to in Section 2.6(b) (including the related power granted under Section 2.6(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The Collateral Agent agrees that upon receipt of any such notice (upon which notice the Collateral Agent may conclusively rely) it shall promptly terminate such power of attorney shall automatically terminate by giving written notice to such effect to the Servicer. After any such termination, the Collateral Agent will follow the written direction of the Servicer to release liens on ZVF Vehicles or ZVF Segregated Vehicles, as applicable, unless a contrary written direction is received from the applicable a Secured Party.

Certificates of Title. (a) The Servicer or its designated agents (each such agent that agrees to perform services subject to the applicable terms hereof and of the other Related Documents and that is consented to by the Issuer, the “Servicer’s Agent”) on behalf of the Servicer shall hold all of the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles in the Servicer’s capacity trust, as agent of, and custodian for, the Master Collateral Agent. The Servicer or the Servicer’s Agents on behalf of the Servicer shall (i) hold all such Certificates of Title, under lock and key, in a safe fireproof location at one or more of the offices specified in each Fleet Report delivered Exhibit C (as the same may be from time to time revised by the Servicer pursuant on 30 days' prior written notice to Section 2.3the parties hereto), and (ii) not release or surrender any such Certificate of Title except in accordance with this Agreement (and in any event not release or surrender any of the Certificates of Title other than Certificates of Title as to which the security interest Lien of the Master Collateral Agent has been released in accordance with Section 2.6 of this Agreement; provided, however that the Servicer or the Servicer’s Agents, on behalf of and at the direction of the Servicer, may deliver the Certificate of Title for any ZVF Vehicle or ZVF Segregated Vehicle sold or otherwise disposed of in accordance with the Related Documents to the purchaser thereof, together with any documentation necessary to effect the removal of the notation of the Lien of this Agreement on such Certificate of Title upon the release of the lien of such ZVF Vehicle or ZVF Segregated Vehicle, as the case may be, in accordance with Section 2.6). The Servicer shall cause the Certificates of Title with respect to each ZVF Vehicle and ZVF Segregated Vehicle owned by National to show ZVF National, and each Vehicle owned by NFLP to show NFLP, as the registered owner of such Vehicleand Citibank, and the Collateral AgentN.A., as agent, as the first lienholder, at the address of one of the offices of the Servicer referred to in the preceding next sentence. The Servicer shall pay any compensation payable to a Servicer’s Agent from its own funds. Notwithstanding any delegation of duties to a Servicer’s Agent hereunder, the Servicer shall not be relieved of its liability and responsibility with respect to such duties. The Servicer shall notify the Rating Agencies, if any, in writing at least thirty (30) days prior to the replacement of an existing Servicer’s Agent or the designation of any new Servicer’s Agent. (b) The Master Collateral Agent hereby grants has established a lock-box in Minneapolis, Minnesota to the Servicer a power of attorney to take any and all actions, in the name of the Collateral Agent, (i) to note the Collateral Agent be used exclusively as the holder of a its address as first lien lienholder noted on the Certificates of Title for Title, to which lock-box both the ZVF Vehicles Servicer and the ZVF Segregated VehiclesMaster Collateral Agent shall have access; provided, and/or otherwise ensure however, that the first Lien shown on any and all Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles is in the name of the Master Collateral Agent and (ii) to release the Collateral Agent’s Lien on may, at any Certificate of Title in connection with the release of the related Vehicle from the Lien of this Agreement in accordance with Section 2.6. Nothing in this Agreement shall be construed as authorization from the Collateral Agent to the Servicer to release any Lien on the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles except upon compliance with this Agreement. To further evidence the power of attorney referred to in this Section 2.5(b), the Collateral Agent agrees that upon request of the Servicer it will execute a separate power of attorney in respect of the ZVF Vehicles or the ZVF Segregated Vehicles pledged for the benefit of each Segregated Series substantially in the form of Exhibit B. In no event shall the Collateral Agent or the Trustee have any responsibility for or liability in connection with any action taken pursuant to the Power of Attorney. If, notwithstanding the grant of the Power of Attorney, the Collateral Agent or Trustee is requested to execute a document to evidence a release of Lien of Certificate of Title, the Collateral Agent and/or the Trustee shall be entitled to receive a Company Order authorizing it to execute such release, together with an Officer’s Certificate stating that such release is permitted by the Related Documents. If, after a Liquidation Event of Default, ZVF has not provided such a Company Order or the Collateral Agent is not otherwise acting at the direction of the Servicer in accordance with Section 2.5(c), within a reasonable time after a request for a Company Order, the Collateral Agent and/or the Trustee may seek a general direction from the Requisite Investors directing it to execute any documents evidencing a release of Liens of Certificates of Title on which direction the Collateral Agent and/or the Trustee shall be entitled to rely. (c) After the occurrence and during the continuance of an Amortization Event with respect any Default under any Financing Document to which any Series Vehicles relate, and upon notice to the Servicer, establish a post office box in New York City thereafter to be used exclusively thereafter as its address as first lienholder noted on the Certificates of Notes Outstanding, Title for such Vehicles (in which case) the General Secured Party may cause the Master Collateral Agent to terminate the power of attorney in respect of the ZVF Vehicles referred to in Section 2.5(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect shall thereafter, on a semi-weekly basis, forward to the Servicer and at its address set forth in Section 5.2 11 hereof all Certificates of Title received at such post office box address titled in the Collateral Agent. After name of National or in the occurrence and during the continuance name of an Amortization Event with respect to a Segregated Collateral Agency Series, the applicable Segregated Series Secured Party may cause the Collateral Agent to terminate the power of attorney in respect NFLP)." (m) Section 2.7(c) of the ZVF Segregated Vehicles pledged for Master Collateral Agreement is amended by replacing the benefit reference to "Section 2.7(a)" contained therein with a reference to "Section 2.7(b)". (n) Clause (iii) of such Segregated Series referred to in Section 2.5(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The Servicer agrees that upon receipt of any such notice such power of attorney shall automatically terminate by giving written notice to such effect to the Servicer. After any such termination, the Collateral Agent will follow the written direction 3.2 of the Servicer Master Collateral Agreement is amended in its entirety to release liens on ZVF Vehicles or ZVF Segregated Vehicles, read as applicable, unless a contrary written direction is received from the applicable Secured Party.follows:

Certificates of Title. Verification of Titles. (ai) The Servicer Take, or its designated agents (each cause to be taken, such agent that agrees action as shall be necessary to perform services subject to the applicable terms hereof and of the other Related Documents and that is consented to by the Issuer, the “Servicer’s Agent”) on behalf of the Servicer shall hold submit all of the Certificates of Title (except the Certificates of Title for Vehicles in any Initial Fleet) to the ZVF appropriate state authority for notation of the Master Collateral Agent's lien thereon (it being understood and agreed that pursuant and subject to the Master Collateral Agency Agreement, the original Certificates of Title relating to the Vehicles and reflecting such lien notation by the ZVF Segregated Vehicles in appropriate state authority shall be held by the Servicer’s capacity as agent of, and custodian for, the Collateral Agent. The applicable Sub- Servicer thereof or the Servicer’s Agents on behalf of the Servicer shall (i) hold all such Certificates of Title, under lock and key, in a safe fireproof location at one or more of the offices specified in each Fleet Report delivered by the Servicer pursuant to Section 2.3or by an Affiliate thereof, in trust for the benefit of the Master Collateral Agent and the Trustee as assignee of the Lessor, and the Certificates of Title shall be subject to all of the provisions of the Master Collateral Agency Agreement); (ii) no more than annually upon request of any one (but not release or surrender any such Certificate of Title other more than Certificates of Title as to which the security interest one) of the Collateral Agent has been released in accordance with Section 2.6 of this Agreement; providedLessor, however that the Servicer Trustee or the Servicer’s AgentsMaster Collateral Agent, on behalf cause a title check of and a statistical sample of titles (such statistical sample to be compiled taking into account the multiple locations at the direction of the Servicer, may deliver the Certificate of Title for any ZVF Vehicle or ZVF Segregated Vehicle sold or otherwise disposed of in accordance with the Related Documents to the purchaser thereof, together with any documentation necessary to effect the removal of the notation of the Lien of this Agreement on such Certificate of Title upon the release of the lien of such ZVF Vehicle or ZVF Segregated Vehicle, as the case may be, in accordance with Section 2.6. The Servicer shall cause which the Certificates of Title with respect to each ZVF Vehicle the Vehicles are held by the Sub-Servicers and/or the Servicer or such Affiliates thereof) by the Servicer's primary certified public accountants or another independent nationally recognized firm of certified public accountants acceptable to the Group I Noteholders, the Lessor, the Trustee and ZVF Segregated Vehicle the Master Collateral Agent designed to show ZVF as provide a 95% confidence level that no more than 5% of the registered owner Certificates of Titles (other than titles of such Vehicle, and Vehicles in any Initial Fleet or any Refinanced Vehicles) do not comply with the requirement that (1) the Master Collateral Agent, as agent, Agent be noted as the first lienholder, at lienholder on such titles or (2) the address of one of the offices of the Servicer referred to in the preceding sentence. The Servicer shall pay any compensation payable to a Servicer’s Agent from its own funds. Notwithstanding any delegation of duties to a Servicer’s Agent hereunder, the Servicer shall not be relieved of its liability and responsibility with respect to such duties. The Servicer shall notify the Rating Agencies, if any, in writing at least thirty Lessor (30) days prior to the replacement of an existing Servicer’s Agent or the designation of any new Servicer’s Agent. (b) The Collateral Agent hereby grants to the Servicer a power of attorney to take any and all actionsor, in the name case of the Collateral AgentFinanced Vehicles other than Company Vehicles, the applicable Lessee) be listed as registered owner on such titles and cause such accountants to deliver a report stating, with the confidence level of at least 95%, that no more than five percent (i5%) to note the Collateral Agent as the holder of a first lien on the Certificates of Title for do not correctly reference the ZVF lienholder or owner of the Vehicles and the ZVF Segregated Vehicles, and/or otherwise ensure that the first Lien shown on any and all Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles is described in the name immediately preceding clause; and (iii) at any time, upon the request of the Collateral Agent and (ii) to release Lessor, the Trustee or the Master Collateral Agent’s Lien on any Certificate of Title in connection with , cause (at the release of the related Vehicle from the Lien of this Agreement requesting party's expense) a title check in accordance with Section 2.6. Nothing in this Agreement shall the above stated procedures to be construed as authorization from the Collateral Agent to the Servicer to release any Lien performed on the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles except upon compliance with this Agreement. To further evidence the power of attorney referred to in this Section 2.5(b), the Collateral Agent agrees that upon request of the Servicer it will execute a separate power of attorney in respect of the ZVF Vehicles or the ZVF Segregated Vehicles pledged for the benefit of each Segregated Series substantially in the form of Exhibit B. In no event shall the Collateral Agent or the Trustee have any responsibility for or liability in connection with any action taken pursuant to the Power of Attorney. If, notwithstanding the grant of the Power of Attorney, the Collateral Agent or Trustee is requested to execute a document to evidence a release of Lien of Certificate of Title, the Collateral Agent and/or the Trustee shall be entitled to receive a Company Order authorizing it to execute such release, together with an Officer’s Certificate stating that such release is permitted by the Related Documents. If, after a Liquidation Event of Default, ZVF has not provided such a Company Order or the Collateral Agent is not otherwise acting at the direction of the Servicer in accordance with Section 2.5(c), within a reasonable time after a request for a Company Order, the Collateral Agent and/or the Trustee may seek a general direction from the Requisite Investors directing it to execute any documents evidencing a release of Liens of Certificates of Title on which direction the Collateral Agent and/or the Trustee shall be entitled to relyVehicles. (c) After the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes Outstanding, the General Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF Vehicles referred to in Section 2.5(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. After the occurrence and during the continuance of an Amortization Event with respect to a Segregated Collateral Agency Series, the applicable Segregated Series Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF Segregated Vehicles pledged for the benefit of such Segregated Series referred to in Section 2.5(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The Servicer agrees that upon receipt of any such notice such power of attorney shall automatically terminate by giving written notice to such effect to the Servicer. After any such termination, the Collateral Agent will follow the written direction of the Servicer to release liens on ZVF Vehicles or ZVF Segregated Vehicles, as applicable, unless a contrary written direction is received from the applicable Secured Party.

Certificates of Title. (a) The Servicer Collateral Servicer, or any of its designated agents agents, identified from time to time on Schedule 2.6(a) (as such Schedule 2.6(a) may be updated from time to time pursuant to a written notice delivered by the Collateral Servicer to the Collateral Agent) on behalf of the Collateral Servicer, (each such agent that agrees to perform services subject to the applicable terms hereof and of the other Related Documents and that is consented to by the Issuer, the a “Collateral Servicer’s Agent”) on behalf of the Servicer shall hold all of the Certificates of Title for the ZVF Pledged Vehicles and the ZVF Segregated Vehicles constituting Pledged Master Collateral in the Collateral Servicer’s capacity as agent of, and custodian for, the Collateral Agent. The Collateral Servicer or the Collateral Servicer’s Agents on behalf of the Collateral Servicer shall (i) hold all such Certificates of Title, under lock and key, in a safe fireproof fire resistant location at one or more of the offices specified in each Fleet Report Schedule 2.6(b) (as such Schedule 2.6(b) may be updated from time to time pursuant to a written notice delivered by the Collateral Servicer pursuant to Section 2.3the Collateral Agent), and (ii) unless otherwise directed by the Collateral Agent in accordance with this Agreement, not release or surrender any such Certificate of Title other than Certificates of Title as to which the security interest of the Collateral Agent has been released in accordance with Section 2.6 2.7 of this Agreement; provided, however however, that the Collateral Servicer or the Collateral Servicer’s Agents, on behalf of and at the direction of the Collateral Servicer, may deliver the Certificate of Title for any ZVF Related Vehicle or ZVF Segregated Vehicle with respect to a Financing Source sold or otherwise disposed of in accordance with the Related Financing Documents related to such Financing Source to the purchaser thereof, together with any documentation necessary to effect the removal of the notation of the Lien of this Agreement on such Certificate of Title upon Title. Unless otherwise specified in the release of Financing Documents with respect to a Financing Source, the lien of such ZVF Vehicle or ZVF Segregated Vehicle, as the case may be, in accordance with Section 2.6. The Collateral Servicer shall cause the Certificates of Title with respect to each ZVF Vehicle and ZVF Segregated Related Vehicle to show ZVF (i) the Nominee, as the registered owner of such Related Vehicle, and (ii) unless such Related Vehicle is designated as a Non-Liened Vehicle on the Collateral Servicer’s computer systems, the Collateral Agent, as agent, as the first lienholder, at the address of one of the offices of the Collateral Servicer (or the Collateral Servicer’s Agent) referred to in the preceding sentence. The Collateral Servicer shall pay any compensation payable to a any Collateral Servicer’s Agent from its own funds. Notwithstanding any delegation of duties to a Collateral Servicer’s Agent hereunder, the Collateral Servicer shall not be relieved of its liability and responsibility with respect to such duties. The Servicer shall notify the Rating Agencies, if any, in writing at least thirty (30) days prior to the replacement of an existing Servicer’s Agent or the designation of any new Servicer’s Agent. (b) The Collateral Agent hereby grants With respect to the Servicer a power of attorney to take any each Financing Source and all actions, in the name of the Collateral Agent, (i) to note the Collateral Agent as the holder of a first lien on the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles, and/or otherwise ensure that the first Lien shown on any and all Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles is in the name of the Collateral Agent and (ii) to release the Collateral Agent’s Lien on any Certificate of Title in connection with the release of the each Beneficiary related Vehicle from the Lien of this Agreement in accordance with Section 2.6. Nothing in this Agreement shall be construed as authorization from the Collateral Agent to the Servicer to release any Lien on the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles except upon compliance with this Agreement. To further evidence the power of attorney referred to in this Section 2.5(b)thereto, the Collateral Agent agrees that upon request of the Collateral Servicer it will execute a separate power of attorney in respect of the ZVF Related Vehicles or the ZVF Segregated Vehicles pledged for the benefit of each Segregated Series and Related Other Specified Collateral related to such Financing Source substantially in the form of Exhibit B. In no event shall the Collateral Agent or the Trustee have any responsibility for or liability in connection with any action taken pursuant to the Power of Attorney. If, notwithstanding the grant of the Power of Attorney, the Collateral Agent or Trustee is requested to execute a document to evidence a release of Lien of Certificate of Title, the Collateral Agent and/or the Trustee shall be entitled to receive a Company Order authorizing it to execute such release, together with an Officer’s Certificate stating that such release is permitted by the Related Documents. If, after a Liquidation Event of Default, ZVF has not provided such a Company Order or the Collateral Agent is not otherwise acting at the direction of the Servicer in accordance with Section 2.5(c), within a reasonable time after a request for a Company Order, the Collateral Agent and/or the Trustee may seek a general direction from the Requisite Investors directing it to execute any documents evidencing a release of Liens of Certificates of Title on which direction the Collateral Agent and/or the Trustee shall be entitled to rely.C. (c) After With respect to each Financing Source and each Beneficiary related thereto, after the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes Outstandingsuch Financing Source, the General Secured Party such Beneficiary may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF Related Vehicles and Related Other Specified Collateral referred to in Section 2.5(b) (including the related power granted under Section 2.5(b)2.6(b) by giving written notice to such effect to the Collateral Servicer and the Collateral Agent. After the occurrence and during the continuance The Collateral Agent agrees that upon receipt of an Amortization Event with respect to a Segregated Collateral Agency Series, the applicable Segregated Series Secured Party may cause any such notice (upon which notice the Collateral Agent to may conclusively rely) it shall promptly terminate the such power of attorney in respect of the ZVF Segregated Vehicles pledged for the benefit of such Segregated Series referred to in Section 2.5(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The Servicer agrees that upon receipt of any such notice such power of attorney shall automatically terminate by giving written notice to such effect to the Servicer. After any such termination, upon written request of such Beneficiary, the Collateral Agent will follow execute a power of attorney in the written direction name of such parties designated by such Beneficiary in respect of such Related Vehicles and Related Other Specified Collateral substantially in the Servicer form of Exhibit C (with such modification as may be necessary to release liens on ZVF Vehicles or ZVF Segregated Vehicles, as applicable, unless a contrary written direction is received from the applicable Secured Partygive effect to such power of attorney to such parties designated by such Beneficiary).

Certificates of Title. (a) The Servicer or its designated agents (each such agent that agrees to perform services subject Master Collateral Agent shall serve as custodian for the Certificates of Title relating to the applicable terms hereof and Related Vehicles of each Beneficiary; provided that unless such right is revoked as described in Section 2.6(c), the Master Servicer shall act as custodian for the Master Collateral Agent with respect to the Certificates of Title. Until such time as the right of the other Related Documents and that is consented Master Servicer to by act as custodian for the IssuerCertificates of Title shall be revoked, the “Servicer’s Agent”Master Servicer shall cause each of the Lessee Grantors to hold all of their respective Certificates of Title (as well as Certificates of Title with respect to Vehicles owned by any of the Lessor Grantors and leased by such Lessor Grantor to any of the Lessee Grantors) in trust on behalf of the Servicer shall hold all of the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles Master Servicer, in the Master Servicer’s 's capacity as agent of, and custodian for, the Master Collateral Agent. The Master Servicer or the Servicer’s Agents on behalf shall cause each of the Servicer shall Lessee Grantors to (i) unless otherwise provided in the applicable related Financing Documents, hold all such Certificates of Title, under lock and key, in a safe fireproof location at one or more of the offices specified in each Fleet Report delivered Exhibit D (as the same may be from time to time revised by the Master Servicer pursuant on thirty (30) days prior written notice to Section 2.3the parties hereto, and which lists all such locations); (ii) comply with all requirements relating to such Certificates of Title contained in any related Financing Document, including but not limited to, requirements relating to possession or maintenance of the Certificates of Title and notation of ownership and lienholder, and (iiiii) not release or surrender any such Certificate of Title except in accordance with this Agreement (and in any event not release or surrender any of the Certificates of Title other than (A) Certificates of Title as to which the security interest of the Master Collateral Agent has been released in accordance with Section 2.6 this Agreement or (B) Certificates of this Agreement; provided, however that Title surrendered to the Servicer Master Collateral Agent (or the Servicer’s Agents, on behalf of and at the direction its designee) upon revocation of the Servicer, may deliver the Certificate of Title for any ZVF Vehicle or ZVF Segregated Vehicle sold or otherwise disposed of in accordance with the Related Documents to the purchaser thereof, together with any documentation necessary to effect the removal right of the notation of Master Servicer to act as custodian therefor). (b) Except as provided in the Lien of this Agreement on such Certificate of Title upon Financing Documents, the release of the lien of such ZVF Vehicle or ZVF Segregated Vehicle, as the case may be, in accordance with Section 2.6. The Master Servicer shall cause the Certificates of Title with respect to each ZVF Vehicle and ZVF Segregated Vehicle owned by any of the Lessee Grantors to show ZVF such Lessee Grantor, and each Vehicle owned by any of the Lessor Grantors to show such Lessor Grantor, as the registered owner of such Vehicle, and the Master Collateral Agent, as agent, as the first lienholder, at the address of one of the offices of the Servicer referred to in the preceding next sentence. The Servicer shall pay any compensation payable On or prior to a Servicer’s Agent from its own funds. Notwithstanding any delegation of duties to a Servicer’s Agent hereunderthe date hereof, the Master Collateral Agent has established a separate Lockbox for each of the Lessee Grantors and the related Lessor Grantor to be used exclusively as the Master Collateral Agent's address as first lienholder noted on the Certificate of Title, to which each such Lockbox the Master Collateral Agent shall have sole access at all times except for access by the Master Servicer shall not be relieved of its liability and responsibility with respect to such dutieseach respective Subservicer permitted hereby. The Master Collateral Agent shall permit the Master Servicer shall notify the Rating Agenciesand each respective Sub-Servicer, if any, in writing to have access to each Lockbox at least thirty (30) days prior to all times until such time as the replacement of an existing Servicer’s Agent or the designation of any new Servicer’s Agent. (b) The Collateral Agent hereby grants to the Servicer a power of attorney to take any and all actions, in the name right of the Collateral Agent, (i) Master Servicer to note the Collateral Agent act as the holder of a first lien on custodian for the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles, and/or otherwise ensure that the first Lien shown on any and all Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles is in the name of the Collateral Agent and (ii) to release the Collateral Agent’s Lien on any Certificate of Title in connection with the release of the related Vehicle from the Lien of this Agreement in accordance with Section 2.6. Nothing in this Agreement shall be construed as authorization from the Collateral Agent to the Servicer to release any Lien on the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles except upon compliance with this Agreement. To further evidence the power of attorney referred to in this Section 2.5(b), the Collateral Agent agrees that upon request of the Servicer it will execute a separate power of attorney in respect of the ZVF Vehicles or the ZVF Segregated Vehicles pledged for the benefit of each Segregated Series substantially in the form of Exhibit B. In no event shall the Collateral Agent or the Trustee have any responsibility for or liability in connection with any action taken pursuant to the Power of Attorney. If, notwithstanding the grant of the Power of Attorney, the Collateral Agent or Trustee is requested to execute a document to evidence a release of Lien of Certificate of Title, the Collateral Agent and/or the Trustee shall be entitled to receive a Company Order authorizing it to execute such release, together with an Officer’s Certificate stating that such release is permitted by the Related Documents. If, after a Liquidation Event of Default, ZVF has not provided such a Company Order or the Collateral Agent is not otherwise acting at the direction of the Servicer in accordance with Section 2.5(c), within a reasonable time after a request for a Company Order, the Collateral Agent and/or the Trustee may seek a general direction from the Requisite Investors directing it to execute any documents evidencing a release of Liens of Certificates of Title on which direction the Collateral Agent and/or the Trustee shall be entitled to relyrevoked. (c) After At the occurrence and during written direction of any Beneficiary, if (i) a Liquidation Event of Default under the continuance of an Amortization Event with respect Financing Documents relating to any Series of Notes Outstandingsuch Beneficiary shall occur, (ii) such Beneficiary causes the General Secured Party may cause the Master Collateral Agent to terminate the power of attorney in respect of granted to the ZVF Vehicles Master Servicer referred to in Section 2.5(b2.7(b) with respect to such Beneficiary's Related Vehicles, or (including iii) another event occurs and the related power granted under Financing Documents give the Beneficiary the right to so direct, the Master Collateral Agent shall revoke the right of the Master Servicer to act as agent of, and custodian for, the Master Collateral Agent with respect to all Certificates of Title relating to all Vehicles. Upon such revocation by any Beneficiary, the Master Servicer, each Sub-Servicer, if any, and each Lessee Grantor holding any such Certificates of Title shall surrender possession of all Certificates of Title relating to any Vehicles, together with all applications for Certificates of Title relating to any Vehicles, to the Master Collateral Agent (or its designee) within five (5) Business Days. In addition, upon such revocation by any Beneficiary, the Master Servicer, each Sub-Servicer, if any, and the Lessee Grantors shall relinquish all of their rights to access all Lockboxes and the Master Collateral Agent shall be the only Person entitled to access such Lockboxes. The Master Servicer shall deliver to the Master Collateral Agent all keys to each Lockbox within two (2) Business Days of the receipt of notice of such revocation. (d) Within two (2) Business Days of the receipt of notice of any revocation described in Section 2.5(b2.6(c), the Master Collateral Agent shall take all reasonable steps (i) by giving written notice to have the locks on the post office boxes constituting the Lockboxes changed, (ii) to terminate the right of access of the Master Servicer, each Sub-Servicer, if any, and the Lessee Grantors to the Lockboxes, (iii) to terminate the ability of the Master Servicer, each Sub-Servicer, if any, and the Lessee Grantors to pick up mail addressed to such effect Lockboxes pursuant to "Caller Service" or any other program and (iv) if so directed by a Beneficiary, to cause mail addressed to such Lockboxes to be forwarded to new Lockboxes opened by the Master Collateral Agent in the sole name of the Master Collateral Agent in New York. The steps to be taken by the Master Collateral Agent in accordance with the preceding sentence shall include, without limitation, notifying the appropriate postal service personnel within two (2) Business Days of the receipt of notice of any revocation described in Section 2.6(c) to change the locks on the Lockboxes and to deny access to any employee or agent of the Master Servicer, any Subservicer or any Lessee Grantor that has been given "Caller Service" access as described in Exhibit G-2. The Master Collateral Agent shall apply for new post office boxes in New York to serve as Lockboxes hereunder (i) as required pursuant to clause (iv) above and (ii) at any other time when so directed by a Beneficiary. The Master Servicer agrees that if a Beneficiary directs that the Master Collateral Agent open new post office boxes to serve as Lockboxes hereunder, upon direction of such Beneficiary, it will cause all applications for Certificates of Title for all Vehicles to list the new Lockbox as the address to which such Certificates of Title shall be mailed. (e) After the right of the Master Servicer to act as custodian has been revoked as described in Section 2.6(c), the Master Collateral Agent shall hold the Certificates of Title for each Related Vehicle of a Beneficiary as custodian on behalf of such Beneficiary and shall comply with any instructions given to the Servicer Master Collateral Agent by such Beneficiary with respect to such Certificates of Title, including instructions relating to maintenance and possession of such Certificates of Title and the notation of the Lien of the Master Collateral Agent. After In accordance with the occurrence and during the continuance provisions of an Amortization Event with respect to a Segregated Collateral Agency SeriesSection 4.1(d), the applicable Segregated Series Secured Party may cause the Master Collateral Agent may at any time delegate any of its duties relating to terminate the power of attorney in respect maintenance and possession of the ZVF Segregated Vehicles pledged for Certificates of Title. All fees and expenses incurred by the benefit Master Collateral Agent in transferring such duties and all fees and expenses charged or incurred by any such designee in performing such services shall be paid by the Lessee Grantors and ANC in the same manner as other costs and expenses of the Master Collateral Agent are payable by such Segregated Series referred to parties as described in Section 2.5(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The Servicer agrees that upon receipt of any such notice such power of attorney shall automatically terminate by giving written notice to such effect to the Servicer. After any such termination, the Collateral Agent will follow the written direction of the Servicer to release liens on ZVF Vehicles or ZVF Segregated Vehicles, as applicable, unless a contrary written direction is received from the applicable Secured Party4.8.

Certificates of Title. (a) The Master Collateral Agent shall serve as custodian for the Certificates of Title relating to the Related Vehicles of each Beneficiary (other than the Receivables Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries and the QI Beneficiaries); provided that, unless such right is revoked as described in Section 2.6(c) in respect of the Certificates of Title relating to the Related Vehicles of a Beneficiary, the Master Servicer shall act as custodian for the Master Collateral Agent with respect to the Certificates of Title. Until such time as the right of the Master Servicer to act as custodian for the Certificates of Title relating to the Related Vehicles of a Beneficiary shall be revoked and all Certificates of Title for all such Related Vehicles shall have been delivered to the Master Collateral Agent or its designated agents (designee or agent, the Master Servicer shall cause each such agent that agrees to perform services subject to the applicable terms hereof and of the other Related Documents and that is consented Lessee Grantors to by the Issuer, the “Servicer’s Agent”) on behalf of the Servicer shall hold all of the Certificates of Title for with respect to Vehicles owned by any of the ZVF Vehicles Lessor Grantors and leased by such Lessor Grantor to any of the ZVF Segregated Vehicles Lessee Grantors or owned by any of the Lessee Grantors and leased from any of the Lessor Grantors in trust on behalf of the Master Servicer, in the Master Servicer’s capacity as agent of, and custodian for, the Master Collateral Agent. The Master Servicer or the Servicer’s Agents on behalf shall cause each of the Servicer shall Lessee Grantors to (i) unless otherwise provided in the applicable related Financing Documents, hold all such Certificates of Title, Title under lock and key, in a safe safe, fireproof location at one or more of the offices specified in each Fleet Report delivered Exhibit D (as the same may be from time to time revised by the Master Servicer pursuant on thirty (30) days prior written notice to Section 2.3the parties hereto, and which lists all such locations); (ii) comply with all requirements relating to such Certificates of Title contained in any related Financing Document, including but not limited to, requirements relating to possession or maintenance of the Certificates of Title and notation of ownership and lienholder; and (iii) not release or surrender any such Certificate of Title except in accordance with this Agreement (and in any event not release or surrender any of the Certificates of Title other than (A) Certificates of Title as to which the security interest of the Master Collateral Agent has been released in accordance with Section 2.6 this Agreement or (B) Certificates of this Agreement; provided, however that Title surrendered to the Servicer Master Collateral Agent (or the Servicer’s Agents, on behalf of and at the direction its designee) upon revocation of the Servicer, may deliver the Certificate of Title for any ZVF Vehicle or ZVF Segregated Vehicle sold or otherwise disposed of in accordance with the Related Documents to the purchaser thereof, together with any documentation necessary to effect the removal right of the notation of Master Servicer to act as custodian therefor). (b) Except as provided in the Lien of this Agreement on such Certificate of Title upon applicable Financing Documents, the release of the lien of such ZVF Vehicle or ZVF Segregated Vehicle, as the case may be, in accordance with Section 2.6. The Master Servicer shall cause the Certificates of Title with respect to each ZVF Vehicle and ZVF Segregated Vehicle owned by any of the Lessee Grantors to show ZVF such Lessee Grantor, and each Vehicle owned by any of the Lessor Grantors to show such Lessor Grantor, as the registered owner of such Vehicle, and the Master Collateral Agent, as agent, as the first lienholder, at the address of one of the offices of the Servicer referred to in the preceding next sentence. The Servicer shall pay any compensation payable On or prior to a Servicer’s Agent from its own funds. Notwithstanding any delegation of duties to a Servicer’s Agent hereunderthe date hereof, the Master Collateral Agent has established a separate Lockbox for each of the Lessee Grantors and the related Lessor Grantor to be used exclusively as the Master Collateral Agent’s address as first lienholder noted on the Certificate of Title, to which each such Lockbox the Master Collateral Agent shall have sole access at all times except for access by the Master Servicer shall not be relieved of its liability and responsibility with respect to such dutieseach respective Sub-Servicer permitted hereby. The Master Collateral Agent shall permit the Master Servicer shall notify the Rating Agenciesand each respective Sub-Servicer, if any, in writing to have access to each Lockbox at least thirty all times until such time as each Beneficiary (30other than the Receivables Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries and the QI Beneficiaries) days prior shall have revoked such rights of access to the replacement Lockboxes in accordance with the terms and conditions of an existing the applicable Financing Documents. If less than all of the Beneficiaries (other than the Receivables Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries and the QI Beneficiaries) shall have revoked the rights of the Master Servicer and the Sub-Servicers to access the Lockboxes, the Master Servicer and the Sub-Servicers shall continue to have access to the Lockboxes. Within two (2) Business Days of the receipt by the Master Collateral Agent of written direction from each of the Beneficiaries (other than the Receivables Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries and the QI Beneficiaries) (a copy of which shall be sent simultaneously to the Master Servicer by each such Beneficiary) revoking the Master Servicer’s Agent or the designation of any new and each Sub-Servicer’s Agent. (b) The rights of access to the Lockboxes, the Master Collateral Agent hereby grants to the Servicer a power of attorney to shall take any and all actions, in the name of the Collateral Agent, reasonable steps (i) to note have the locks on the post office boxes constituting the Lockboxes changed, (ii) to terminate the right of access of the Master Servicer, each Sub-Servicer, if any, and the Lessee Grantors to the Lockboxes, (iii) to terminate the ability of the Master Servicer, each Sub-Servicer, if any, and the Lessee Grantors, and any employee or agent thereof, to pick up mail addressed to such Lockboxes pursuant to “Caller Service” or any other program by notifying the appropriate postal service personnel and (iv) if so directed by all of the Beneficiaries, to cause mail addressed to such Lockboxes to be forwarded to new Lockboxes to which the Master Servicer will not have access opened by the Master Collateral Agent as in the holder sole name of a first lien on the Master Collateral Agent in New York (the “New Lockboxes”). The Master Servicer agrees that following such revocation of the rights of the Master Servicer and the Sub-Servicers to access the Lockboxes, if all of the Beneficiaries (other than the Receivables Purchaser Beneficiaries, the Receivables Pledgee Beneficiaries and the QI Beneficiaries) direct the Master Collateral Agent to open the New Lockboxes, it will cause all applications submitted thereafter for Certificates of Title for all Vehicles to list the ZVF Vehicles and New Lockboxes as the ZVF Segregated Vehicles, and/or otherwise ensure that the first Lien shown on any and all address to which such Certificates of Title for shall be mailed. (c) At the ZVF Vehicles written direction of any Beneficiary (other than a Receivables Purchaser Beneficiary, the Receivables Pledgee Beneficiaries and the ZVF Segregated Vehicles is in the name of the Collateral Agent and QI Beneficiaries) (ii) such direction to release the Collateral Agent’s Lien on any Certificate of Title in connection with the release of the related Vehicle from the Lien of this Agreement in accordance with Section 2.6. Nothing in this Agreement shall be construed as authorization from the Collateral Agent to the Servicer to release any Lien on the Certificates of Title for the ZVF Vehicles and the ZVF Segregated Vehicles except upon compliance with this Agreement. To further evidence the power of attorney referred to in this Section 2.5(b), the Collateral Agent agrees that upon request of the Servicer it will execute a separate power of attorney in respect of the ZVF Vehicles or the ZVF Segregated Vehicles pledged for the benefit of each Segregated Series substantially in the form of Exhibit B. In no event K), if a Custody Revocation Trigger Event under the Financing Documents relating to such Beneficiary shall occur and be continuing, the Master Collateral Agent shall revoke the right of the Master Servicer to act as agent of, and custodian for, the Master Collateral Agent with respect to all Certificates of Title relating to such Beneficiary’s Related Vehicles. Any such revocation shall be effective upon receipt of notice from the Master Collateral Agent thereof by the Master Servicer. In connection with any such revocation by any such Beneficiary, the Master Servicer, each Sub-Servicer, if any, and each Lessee Grantor holding any such Certificates of Title shall (A) surrender possession of such Certificates of Title relating to such Beneficiary’s Related Vehicles, together with all applications for Certificates of Title relating to such Beneficiary’s Related Vehicles, to the Master Collateral Agent (or its designee) as promptly as is reasonably practicable, but in any event (i) within ten (10) Business Days if at the Trustee have any responsibility time of such revocation there are 75,000 or more Certificates of Title relating to such Beneficiary’s Related Vehicles (including applications for or liability Certificates of Title) that are required to be delivered in connection with any action taken pursuant to the Power of Attorney. If, notwithstanding the grant of the Power of Attorney, the Collateral Agent such revocation or Trustee is requested to execute a document to evidence a release of Lien of Certificate of Title, the Collateral Agent and/or the Trustee shall be entitled to receive a Company Order authorizing it to execute such release, together with an Officer’s Certificate stating that such release is permitted by the Related Documents. If, after a Liquidation Event of Default, ZVF has not provided such a Company Order or the Collateral Agent is not otherwise acting (ii) within five (5) Business Days if at the direction time of the Servicer in accordance with Section 2.5(c), within a reasonable time after a request for a Company Order, the Collateral Agent and/or the Trustee may seek a general direction from the Requisite Investors directing it to execute any documents evidencing a release of Liens of such revocation there are 74,999 or fewer Certificates of Title on which direction relating to such Beneficiary’s Related Vehicles (including applications for Certificates of Title) that are required to be delivered in connection with such revocation and (B) deliver any additional Certificates of Title relating to such Beneficiary’s Related Vehicles that are received in the Lockboxes following such revocation to the Master Collateral Agent and/or the Trustee shall be entitled to rely(or its designee) within two (2) Business Days of receipt thereof. (c) After the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes Outstanding, the General Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF Vehicles referred to in Section 2.5(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. After the occurrence and during the continuance of an Amortization Event with respect to a Segregated Collateral Agency Series, the applicable Segregated Series Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF Segregated Vehicles pledged for the benefit of such Segregated Series referred to in Section 2.5(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The Servicer agrees that upon receipt of any such notice such power of attorney shall automatically terminate by giving written notice to such effect to the Servicer. After any such termination, the Collateral Agent will follow the written direction of the Servicer to release liens on ZVF Vehicles or ZVF Segregated Vehicles, as applicable, unless a contrary written direction is received from the applicable Secured Party.

Certificates of Title. (a) The Servicer or its designated agents (each such agent that agrees to perform services subject to the applicable terms hereof and of the other Related Documents and that is consented to by the Issuer, the “Servicer’s AgentAgents”) on behalf of the Servicer shall hold all of the Certificates of Title for the ZVF HVF Vehicles and the ZVF Segregated HGI Vehicles in the Servicer’s capacity as agent of, and custodian for, the Collateral Agent. The Servicer or the Servicer’s Agents on behalf of the Servicer shall (i) hold all such Certificates of Title, under lock and key, in a safe fireproof location at one or more of the offices specified in each Fleet Report delivered by the Servicer pursuant to Section 2.32.4, and (ii) not release or surrender any such Certificate of Title other than Certificates of Title as to which the security interest of the Collateral Agent has been released in accordance with Section 2.6 2.7 of this Agreement; provided, however that the Servicer or the Servicer’s Agents, on behalf of and at the direction of the Servicer, may deliver the Certificate of Title for any ZVF HVF Vehicle or ZVF Segregated HGI Vehicle sold or otherwise disposed of in accordance with the Related Documents to the purchaser thereof, together with any documentation necessary to effect the removal of the notation of the Lien of this Agreement on such Certificate of Title upon the release of the lien of such ZVF Vehicle or ZVF Segregated Vehicle, as the case may be, in accordance with Section 2.6Title. The Servicer shall cause the Certificates of Title with respect to each ZVF HVF Vehicle and ZVF Segregated HGI Vehicle to show ZVF the Nominee (and, with respect to the Initial Hertz Vehicles, Hertz, and with respect to the Service Vehicles, HFC), as the registered owner of such Vehicle, and (other than with respect to the Initial Hertz Vehicles and the Service Vehicles, which shall have no lienholder noted) the Collateral Agent, as agent, as the first lienholder, at the address of one of the offices of the Servicer referred to in the preceding sentence. For the avoidance of doubt, the Servicer shall not be obligated to retitle the Initial Hertz Vehicles or the Service Vehicles which are not currently titled in the name of the Nominee or do not reflect the Collateral Agent, as agent, as the first lienholder. The Servicer shall pay any compensation payable to a Servicer’s Servicer Agent from its own funds. Notwithstanding any delegation of duties to a Servicer’s Servicer Agent hereunder, the Servicer shall not be relieved of its liability and responsibility with respect to such duties. The Servicer shall notify the Rating Agencies, if any, Agencies in writing at least thirty (30) days prior to the replacement of an existing Servicer’s Agent or the designation of any new Servicer’s Agent. (b) The Collateral Agent hereby grants to the Servicer a power of attorney to take any and all actions, in the name of the Collateral Agent, (i) to note the Collateral Agent as the holder of a first lien on the Certificates of Title for the ZVF HVF Vehicles and the ZVF Segregated HGI Vehicles, and/or otherwise ensure that the first Lien shown on any and all Certificates of Title for the ZVF HVF Vehicles and the ZVF Segregated HGI Vehicles is in the name of the Collateral Agent and (ii) to release the Collateral Agent’s Lien on any Certificate of Title in connection with the release of the related Vehicle from the Lien of this Agreement in accordance with Section 2.62.7. Nothing in this Agreement shall be construed as authorization from the Collateral Agent to the Servicer to release any Lien on the Certificates of Title for the ZVF HVF Vehicles and the ZVF Segregated HGI Vehicles except upon compliance with this Agreement. To further evidence the power of attorney referred to in this Section 2.5(b2.6(b), the Collateral Agent agrees that upon request of the Servicer it will execute a separate power of attorney in respect of the ZVF HVF Vehicles or the ZVF Segregated HGI Vehicles pledged for the benefit of each Segregated Series substantially in the form of Exhibit B. In no event shall the Collateral Agent or the Trustee have any responsibility for or liability in connection with any action taken pursuant to the Power of Attorney. If, notwithstanding the grant of the Power of Attorney, the Collateral Agent or Trustee is requested to execute a document to evidence a release of Lien of Certificate of Title, the Collateral Agent and/or the Trustee shall be entitled to receive a Company Order authorizing it to execute such release, together with an Officer’s Certificate stating that such release is permitted by the Related Documents. If, after a Liquidation Event of Default, ZVF has not provided such a Company Order or the Collateral Agent is not otherwise acting at the direction of the Servicer in accordance with Section 2.5(c), within a reasonable time after a request for a Company Order, the Collateral Agent and/or the Trustee may seek a general direction from the Requisite Investors directing it to execute any documents evidencing a release of Liens of Certificates of Title on which direction the Collateral Agent and/or the Trustee shall be entitled to rely.B. (c) After the occurrence and during the continuance of an Amortization Event with respect to any Series of Notes Outstanding, the General HVF Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF HVF Vehicles referred to in Section 2.5(b2.6(b) (including the related power granted under Section 2.5(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. After the occurrence and during the continuance of an Amortization Event with respect to a Segregated Collateral Agency Series, the applicable Segregated Series Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the ZVF Segregated Vehicles pledged for the benefit of such Segregated Series referred to in Section 2.5(b) (including the related power granted under Section 2.5(b2.6(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The HGI Secured Party may cause the Collateral Agent to terminate the power of attorney in respect of the HGI Vehicles referred to in Section 2.6(b) (including the related power granted under Section 2.6(b)) by giving written notice to such effect to the Servicer and the Collateral Agent. The Collateral Agent agrees that upon receipt of any such notice (upon which notice the Collateral Agent may conclusively rely) it shall promptly terminate such power of attorney shall automatically terminate by giving written notice to such effect to the Servicer. After any such termination, the Collateral Agent will follow the written direction of the Servicer to release liens on ZVF HVF Vehicles or ZVF Segregated Vehicles, as applicable, and HGI Vehicles unless a contrary written direction is received from the applicable a Secured Party.