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.

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.

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 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 (B) Certificates of Title with respect surrendered to each ZVF Vehicle and ZVF Segregated Vehicle to show ZVF as the registered owner of such Vehicle, and the Master Collateral Agent, as agent, as the first lienholder, at the address of one Agent (or its designee) upon revocation of the offices right of the Master 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 Agentact as custodian therefor).

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 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 (B) Certificates of Title with respect surrendered to each ZVF Vehicle and ZVF Segregated Vehicle to show ZVF as the registered owner of such Vehicle, and the Master Collateral Agent, as agent, as the first lienholder, at the address of one Agent (or its designee) upon revocation of the offices right of the Master 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 Agentact as custodian therefor).

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.

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.

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.

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 Master Collateral Agent has established a lock-box in Minneapolis, Minnesota to a Servicer’s Agent from be used exclusively as its own funds. Notwithstanding any delegation address as first lienholder noted on the Certificates of duties Title, to a Servicer’s Agent hereunder, which lock-box both the Servicer and the Master Collateral Agent shall not be relieved have access; provided, however, that the Master Collateral Agent may, at any time after the occurrence and during the continuance of its liability any Default under any Financing Document to which any Vehicles relate, and responsibility with respect to such duties. The Servicer shall notify the Rating Agencies, if any, in writing at least thirty (30) days prior upon notice to the replacement 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 an existing Servicer’s Title for such Vehicles (in which case) the Master Collateral Agent shall thereafter, on a semi-weekly basis, forward to the Servicer 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 name of National or in the designation name of any new Servicer’s AgentNFLP)."

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 provide a 95% confidence level that no more than 5% of the Certificates of Titles (other than titles of such Vehicles in any Initial Fleet or any Refinanced Vehicles) do not comply with the requirement that (1) the Master Collateral Agent be noted as the first lienholder on such titles or (2) the Lessor (or, in the case of the Financed 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 such Vehicleat least 95%, that no more than five percent (5%) of the Certificates of Title do not correctly reference the lienholder or owner of the Vehicles described in the immediately preceding clause; and (iii) at any time, upon the request of the Lessor, the Trustee or the Master Collateral Agent, as agent, as the first lienholder, cause (at the address of one of requesting party's expense) a title check in accordance with the offices of above stated procedures to be performed on 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 AgentVehicles.