Common use of REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES Clause in Contracts

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent noted thereon, and where required, each Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer of the related Vehicles or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “Power of Attorney”), and such other documents as may be necessary in order to allow each Lessee to title, register and dispose of the Acquired Vehicles leased by such Lessee hereunder; and each Lessee acknowledges and agrees that, with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it such Lessee hereunder, and the titling of such Vehicles in the name of the Lessor or its Permitted Nominee (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent Trustee noted thereonthereon (except with respect to the Initial PVT Vehicles for which BONY is noted as the first lienholder and Vehicles titled in the States of Oklahoma, Nebraska and Ohio)), and, where required, each Lessee shall or shall cause the related Franchisees to have such Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with each Servicer of the related Vehicles or the Master Servicer with Administrator, who will hold such Certificates of Title to be held in trust, its capacity as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event Lessor and on behalf of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer Lender and the Master Servicer, as applicableTrustee. Each Lessee shall pay or cause to be paid responsible for the payment of all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee hereunder during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to such Vehicles in connection with the such Lessee’s 's operation of such Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney in substantially in the form of Attachment B C hereto (each, a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each Lessee the Lessees to title, register and dispose of the Acquired Vehicles leased by hereunder in accordance with the terms hereof; provided, however, that possession of all Certificates of Title shall at all times remain with the Administrator who will hold such Lessee hereunder; Certificates of Title in its capacity as agent for the Lessor and on behalf of the Lender and the Trustee, and each Lessee acknowledges and agrees that, with respect to the Acquired Vehicles, that it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.318.3(iii) hereof.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Group IV Lessee, at its expense, shall be responsible for proper registration and licensing of the Group IV Vehicles leased by it hereunder, and for submitting the titling appropriate documentation to the appropriate state authorities to obtain Certificates of such Title for Group IV Vehicles in reflecting the name of the Group IV Lessor (in the case of Group IV Acquired Vehicles and Company Vehicles) or the Lessor or such Lessee, as applicable Group IV Lessee (in the case of all other Group IV Financed Vehicles), in each case (other than with respect to Group IV Vehicles in an Group IV Initial Fleet) with the Lien of the Master Collateral Agent noted thereonthereon as first lienholder, and where required, each such Group IV Lessee shall or shall cause the related Franchisees Fleet Sharing Parties to have Group IV Vehicles inspected by any appropriate governmental authority; providedPROVIDED, howeverHOWEVER, that notwithstanding possession of all Certificates of Title shall remain with the foregoing, Servicer or an Affiliate thereof (including the related Sub-Servicer) unless a Liquidation Event of Default or Limited Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer in which event, upon the request of the related Vehicles Trustee or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event each Group IV Lessee shall deliver the Certificates of Default shall have occurred and be continuing, Title for the Group IV Vehicles leased by it to the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicableAgent. Each Group IV Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines and other similar amounts incurred with respect to any Group IV Vehicle leased hereunder by such Lessee during the Group IV Vehicle Term for such Group IV Vehicle or imposed during the Group IV Vehicle Term for such Group IV Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Group IV Lessee’s 's operation of Group IV Vehicles, and any such amounts paid by the LessorGroup IV Lessor on a Group IV Lessee's behalf, in its discretiondiscretion upon at least fifteen (15) days' prior notice to such Group IV Lessee, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Group IV Lessor notifying the such Group IV Lessee of such payment; PROVIDED, HOWEVER, that the Group IV Lessor shall not pay on any Group IV Lessee's behalf any traffic summons, or any penalty, judgment or fine for so long as such amount is being contested by such Group IV Lessee in good faith and by appropriate proceedings with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP and provided that such Group IV Lessee has agreed in writing to indemnify and hold the Group IV Lessor harmless from and against all loss, liability and expense arising out of such unpaid amounts (and, in any case, for so long as forfeiture of any Group IV Vehicles or other Master Collateral will not result from the failure to pay any such amounts). The Group IV Lessor agrees to execute a power of attorney substantially in the form of Attachment ATTACHMENT B hereto (a “Power of Attorney”"POWER OF ATTORNEY"), and such other documents as may be necessary in order to allow each Lessee the Group IV Lessees to title, register and dispose of the Group IV Acquired Vehicles and the Company Vehicles leased by such Lessee hereunder; and each Group IV Lessee acknowledges and agrees that, that with respect to the Group IV Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Group IV Lessor may terminate such Power of Attorney as provided in Section 17.3SECTION 17.3(VII).

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each The Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, Group I Trucks and the titling of such Vehicles the Group I Trucks in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent Trustee, in its name or in the name of an Applicable Nominee Lienholder, on behalf of the Trustee, noted thereon), and and, where required, each Lessee shall or shall cause the related Franchisees to have Vehicles such Group I Trucks inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with each Servicer the Administrator, or an Affiliate or agent of the related Vehicles or Administrator identified to the Master Servicer with Trustee in writing, which will hold such Certificates of Title to be held in trust, its capacity as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event Lessor and on behalf of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicableTrustee. Each The Lessee shall pay or cause to be paid responsible for the payment of all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee Group I Truck during the Vehicle Term for such Vehicle Group I Truck or imposed during the Vehicle Term for such Vehicle Group I Truck by any governmental authority Governmental Authority or any court of law or equity with respect to Vehicles such Group I Trucks in connection with the Lessee’s operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such paymentGroup I Trucks. The Lessor agrees to execute a power of attorney in substantially in the form of Attachment B C hereto (each, a “Power of Attorney”), and such other documents as may be necessary in order to allow each the Lessee to title, register and dispose of the Acquired Vehicles Group I Trucks leased by hereunder in accordance with the terms hereof; provided, however, that possession of all Certificates of Title shall at all times remain with the Administrator, or an Affiliate or agent of the Administrator identified to the Trustee in writing, which will hold such Lessee hereunder; Certificates of Title in its capacity as agent for the Lessor and each on behalf of the Trustee, and the Lessee acknowledges and agrees that, with respect to the Acquired Vehicles, that it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.318.3(iii) hereof.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent noted thereon, and where required, each Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer of the related Vehicles or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, provided further that, if a Liquidation Event of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “Power of Attorney”), and such other documents as may be necessary in order to allow each Lessee to title, register and dispose of the Acquired Vehicles leased by such Lessee hereunder; and each Lessee acknowledges and agrees that, that with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it such Lessee hereunder, and the titling of such Vehicles in the name of the Lessor or its Permitted Nominee (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent Trustee noted thereonthereon (except with respect to the Vehicles titled in the States of Oklahoma, Nebraska and Ohio)), and, where required, each Lessee shall or shall cause the related Franchisees to have such Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with each Servicer of the related Vehicles or the Master Servicer with Administrator, who will hold such Certificates of Title to be held in trust, its capacity as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event Lessor and on behalf of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer Lender and the Master Servicer, as applicableTrustee. Each Lessee shall pay or cause to be paid responsible for the payment of all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee hereunder during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to such Vehicles in connection with the such Lessee’s 's operation of such Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney in substantially in the form of Attachment B C hereto (each, a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each Lessee the Lessees to title, register and dispose of the Acquired Vehicles leased by hereunder in accordance with the terms hereof; provided, however, that possession of all Certificates of Title shall at all times remain with the Administrator who will hold such Lessee hereunder; Certificates of Title in its capacity as agent for the Lessor and on behalf of the Lender and the Trustee, and each Lessee acknowledges and agrees that, with respect to the Acquired Vehicles, that it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.318.3(iii) hereof.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it such Lessee hereunder, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent Trustee noted thereonthereon (except with respect to the Franchisee Vehicles for which the nominee lienholder under the applicable Franchisee Nominee Agreement is noted as the first lienholder)) and, and where required, each Lessee shall or shall cause the related Franchisees to have such Vehicles inspected by any appropriate governmental authorityGovernmental Authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with (i) the Administrator, (ii) SGS Automotive Services, Inc., (formerly known as and successor in interest to Intermodal Transportation Services, Inc.), as agent for the Administrator, or (iii) any other titling service, acting as agent for the Administrator, that is approved in writing by the Required Noteholders of each Servicer Outstanding Series of the related Vehicles Notes. The Administrator, or the Master Servicer with its agent, shall hold such Certificates of Title to be held in trust, its capacity as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event Lessor and on behalf of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer Lender and the Master Servicer, as applicableTrustee. Each Lessee shall pay or cause to be paid responsible for the payment of all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee hereunder during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority Governmental Authority or any court of law or equity with respect to such Vehicles in connection with the such Lessee’s operation of such Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney in substantially in the form of Attachment B hereto (each, a “Power of Attorney”), and such other documents as may be necessary in order to allow each Lessee the Lessees to title, register and dispose of the Acquired Vehicles leased by hereunder in accordance with the terms hereof; provided, however, that possession of all Certificates of Title shall at all times remain with the Administrator, or its agent, who will hold such Lessee hereunder; Certificates of Title in its capacity as agent for the Lessor and on behalf of the Lender and the Trustee, and each Lessee acknowledges and agrees that, with respect to the Acquired Vehicles, it has no that its right, title or and interest in or with respect to any each Certificate of TitleTitle remains subject to the Lien of the Lessor granted hereunder, of the Lender under the AESOP I Finance Lease Loan Agreement and of the Trustee under the Base Indenture. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3l8.3(iii) hereof.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each The Lessee, at its expense, shall be responsible for proper registration registration, licensing and licensing of the Vehicles leased by it hereunder, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent Trustee noted thereonthereon (except with respect to the (i) Initial Financed Vehicles for which BONY is noted as the first lienholder and (ii) Franchisee Vehicles for which the nominee lienholder under the applicable Franchisee Nominee Agreement is noted as the first lienholder)) and, and where required, each Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with each Servicer of the related Vehicles or the Master Servicer with Administrator, who will hold such Certificates of Title to be held in trust, its capacity as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event Lessor and on behalf of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer Lender and the Master Servicer, as applicableTrustee. Each The Lessee shall pay or cause to be paid responsible for the payment of all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s 's operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney in substantially in the form of Attachment B C hereto (each, a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each the Lessee to title, register and dispose of the Acquired Vehicles leased by in accordance with the terms hereof; provided, however, that possession of all Certificates of Title shall at all times remain with the Administrator who will hold such Lessee hereunder; Certificates of Title in its capacity as agent for the Lessor and each on behalf of the Lender and the Trustee, and the Lessee acknowledges and agrees that, with respect to the Acquired Vehicles, it has no that its right, title or and interest in or with respect to any each Certificate of TitleTitle remains subject to the Lien of the Lessor granted hereunder, of the Lender under the AESOP I Finance Lease Loan Agreement and of the Trustee under the Indenture. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.318.3(iii) hereof.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each LesseeThe Lessee Group, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunderGroup II Vehicles, and the titling of such Group II Vehicles in the name of the Lessor (in the case of Acquired Lessor-Owned Vehicles, Texas Vehicles and Hawaii Vehicles) or the Lessor or such Lessee, as applicable Lessee (in the case of all Financed Vehicles other than Texas Vehicles and Hawaii Vehicles), in each case with the Lien of the Master Collateral Agent Trustee noted thereon, and and, where required, each Lessee shall or shall cause the related Franchisees to have Group II Vehicles inspected by any appropriate governmental authorityGovernmental Authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with each Servicer in the custody of the related Vehicles or Servicer in accordance with the Master Servicer with provisions of the Base Indenture. The Lessee leasing such Certificates of Title to Group II Vehicle shall be held in trust, as agent of and custodian responsible for the Master Collateral Agent; provided, further that, if a Liquidation Event payment of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Group II Vehicle leased hereunder by such Lessee during the Vehicle Term for such Group II Vehicle or imposed during the Vehicle Term for such Group II Vehicle by any governmental authority Governmental Authority or any court of law or equity with respect to Group II Vehicles in connection with the relevant Lessee’s 's operation of Group II Vehicles, and the Lessor, in its discretion, may, but shall not be obligated to, pay any such amounts on the Lessee's behalf if the Lessee's failure to pay the same interferes with the free transferability or saleability of such Group II Vehicle or impairs the ability to transfer clear title to such Group II Vehicle; and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf Lessor will be reimbursed within thirty (30) 30 days of the Lessor notifying the such Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (each, a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each Lessee the Lessees to title, register and dispose of the Acquired Lessor-Owned Vehicles leased by such Lessee hereunderand the Texas Vehicles and Hawaii Vehicles; provided, however, that possession of all Certificates of Title shall at all times remain with the applicable Servicer in accordance with the provisions of the Base Indenture and each Lessee acknowledges and agrees that, with respect to the Acquired Lessor-Owned Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.319 hereof.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each The Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, Group II Trucks and the titling of such Vehicles the Group II Trucks in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent Trustee, in its name or in the name of an Applicable Nominee Lienholder, on behalf of the Trustee, noted thereon), and and, where required, each Lessee shall or shall cause the related Franchisees to have Vehicles such Group II Trucks inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with each Servicer the Administrator, or an Affiliate or agent of the related Vehicles or Administrator identified to the Master Servicer with Trustee in writing, which will hold such Certificates of Title to be held in trust, its capacity as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event Lessor and on behalf of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicableTrustee. Each The Lessee shall pay or cause to be paid responsible for the payment of all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee Group II Truck during the Vehicle Term for such Vehicle Group II Truck or imposed during the Vehicle Term for such Vehicle Group II Truck by any governmental authority Governmental Authority or any court of law or equity with respect to Vehicles such Group II Trucks in connection with the Lessee’s operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such paymentGroup II Trucks. The Lessor agrees to execute a power of attorney in substantially in the form of Attachment B hereto (each, a “Power of Attorney”), and such other documents as may be necessary in order to allow each the Lessee to title, register and dispose of the Acquired Vehicles Group II Trucks leased by hereunder in accordance with the terms hereof; provided, however, that possession of all Certificates of Title shall at all times remain with the Administrator, or an Affiliate or agent of the Administrator identified to the Trustee in writing, which will hold such Lessee hereunder; Certificates of Title in its capacity as agent for the Lessor and each on behalf of the Trustee, and the Lessee acknowledges and agrees that, with respect to the Acquired Vehicles, that it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.318.3(iii) hereof.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent noted thereon, and where required, each Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer of the related Vehicles or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, provided further that, if a Liquidation Event of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “Power of Attorney”), and such other documents as may be necessary in order to allow each Lessee to title, register and dispose of the Acquired Vehicles Vehicles leased by such Lessee hereunder; and each Lessee acknowledges and agrees that, that with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each LesseeThe Lessee Group, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunderVehicles, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent Trustee noted thereon) and, and where required, each Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authorityGovernmental Authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with each Servicer in the custody of the related Vehicles or Servicer in accordance with the Master Servicer with provisions of the Indenture. The Lessee leasing such Certificates of Title to Vehicle shall be held in trust, as agent of and custodian responsible for the Master Collateral Agent; provided, further that, if a Liquidation Event payment of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority Governmental Authority or any court of law or equity with respect to Vehicles in connection with the relevant Lessee’s 's operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such the relevant Lessee’s 's behalf will be reimbursed within thirty (30) 30 days of the Lessor notifying the such Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (each, a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each Lessee the Lessees to title, register and dispose of the Acquired Vehicles leased by such Lessee hereunderVehicles; provided, however, that possession of all Certificates of Title shall at all times remain with the Servicer in accordance with the provisions of the Indenture and each Lessee acknowledges and agrees that, with respect to the Acquired Vehicles, that it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.318 hereof.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each The Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, BTF Trucks and the titling of such Vehicles the BTF Trucks in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent Trustee, in its name or in the name of a Nominee Lienholder, on behalf of the Trustee, noted thereon), and and, where required, each Lessee shall or shall cause the related Franchisees to have Vehicles such BTF Trucks inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with each Servicer the Administrator, or an Affiliate of the related Vehicles or Administrator identified to the Master Servicer with Trustee in writing, which will hold such Certificates of Title to be held in trust, its capacity as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event Lessor and on behalf of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicableTrustee. Each The Lessee shall pay or cause to be paid responsible for the payment of all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee BTF Truck during the Vehicle Term for such Vehicle BTF Truck or imposed during the Vehicle Term for such Vehicle BTF Truck by any governmental authority Governmental Authority or any court of law or equity with respect to Vehicles such BTF Trucks in connection with the Lessee’s operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such paymentBTF Trucks. The Lessor agrees to execute a power of attorney in substantially in the form of Attachment B C hereto (each, a “Power of Attorney”), and such other documents as may be necessary in order to allow each the Lessee to title, register and dispose of the Acquired Vehicles BTF Trucks leased by hereunder in accordance with the terms hereof; provided, however, that possession of all Certificates of Title shall at all times remain with the Administrator or its Affiliate identified to the Trustee in writing which will hold such Lessee hereunder; Certificates of Title in its capacity as agent for the Lessor and each on behalf of the Trustee, and the Lessee acknowledges and agrees that, with respect to the Acquired Vehicles, that it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.318.3(iii) hereof.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles and Texas Vehicles) or the Lessor or such Lessee, as applicable Lessee (in the case of Financed VehiclesVehicles in the Existing Fleet), in each case (other than with respect to the Existing Fleet) with the Lien of the Master Collateral Agent noted thereon, and where required, each Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each the Servicer of the related Vehicles or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s 's operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s 's behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each Lessee to title, register and dispose of the Acquired Vehicles and Texas Vehicles leased by such Lessee hereunder; and each Lessee acknowledges and agrees that, that with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles and Texas Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed VehiclesVehicles and Vehicles in the Existing Fleet), in each case with the Lien of the Master Collateral Agent noted thereonthereon (other than with respect to the Existing Fleet), and where required, each Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer of the related Vehicles or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s 's operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s 's behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each Lessee to title, register and dispose of the Acquired Vehicles and Texas Vehicles leased by such Lessee hereunder; and each Lessee acknowledges and agrees that, that with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3.any

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each LesseeThe Lessee Group, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunderGroup III Vehicles, and the titling of such Group III Vehicles in the name of the Lessor (in the case of Acquired Lessor-Owned Vehicles, Texas Vehicles and Hawaii Vehicles) or the Lessor or such Lessee, as applicable Lessee (in the case of all Financed Vehicles other than Texas Vehicles and Hawaii Vehicles), in each case with the Lien of the Master Collateral Agent Trustee noted thereon, and and, where required, each Lessee shall or shall cause the related Franchisees to have Group III Vehicles inspected by any appropriate governmental authorityGovernmental Authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with each Servicer in the custody of the related Vehicles or Servicer in accordance with the Master Servicer with provisions of the Base Indenture. The Lessee leasing such Certificates of Title to Group III Vehicle shall be held in trust, as agent of and custodian responsible for the Master Collateral Agent; provided, further that, if a Liquidation Event payment of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Group III Vehicle leased hereunder by such Lessee during the Vehicle Term for such Group III Vehicle or imposed during the Vehicle Term for such Group III Vehicle by any governmental authority Governmental Authority or any court of law or equity with respect to Group III Vehicles in connection with the relevant Lessee’s 's operation of Group III Vehicles, and the Lessor, in its discretion, may, but shall not be obligated to, pay any such amounts on the Lessee's behalf if the Lessee's failure to pay the same interferes with the free transferability or saleability of such Group III Vehicle or impairs the ability to transfer clear title to such Group III Vehicle; and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf Lessor will be reimbursed within thirty (30) 30 days of the Lessor notifying the such Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (each, a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each Lessee the Lessees to title, register and dispose of the Acquired Lessor-Owned Vehicles leased by such Lessee hereunderand the Texas Vehicles and Hawaii Vehicles; provided, however, that possession of all Certificates of Title shall at all times remain with the applicable Servicer in accordance with the provisions of the Indenture and each Lessee acknowledges and agrees that, with respect to the Acquired Lessor-Owned Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3.of

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and for submitting the titling appropriate documentation to the appropriate state authorities to obtain Certificates of such Title for Vehicles in reflecting the name of the Lessor (in the case as owner of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case Vehicle with the Lien of the Master Collateral Agent noted thereonthereon as first lienholder, and where required, each such Lessee shall shall, or shall cause the related Franchisees to Fleet Sharing Parties to, have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each the Servicer of or an Affiliate thereof (including the related Vehicles Sub-Servicer) unless otherwise required or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for permitted by the Master Collateral Agent; provided, further that, if a Liquidation Event of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicableAgency Agreement. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines and other similar amounts incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s operation of Vehicles, and any such amounts paid by the LessorLessor on a Lessee’s behalf, in its discretion, on discretion upon at least fifteen (15) days’ prior notice to such Lessee’s behalf , will be reimbursed within thirty (30) days of the Lessor notifying the such Lessee of such payment; provided, however, that the Lessor shall not pay on any Lessee’s behalf any traffic summons, or any penalty, judgment or fine for so long as such amount is being contested by such Lessee in good faith and by appropriate proceedings with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP and provided that such Lessee has agreed in writing to indemnify and hold the Lessor harmless from and against all loss, liability and expense arising out of such unpaid amounts (and, in any case, for so long as forfeiture of any Vehicles or other Master Collateral will not result from the failure to pay any such amounts). The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “Power of Attorney”), and such other documents as may be necessary in order to allow each Lessee the Lessees and the Servicer to title, register and dispose of the Acquired Vehicles leased by such Lessee hereunder; and each Lessee and the Servicer acknowledges and agrees that, with respect to the Acquired Vehicles, that it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.317.3(vii).

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and for submitting the titling appropriate documentation to the appropriate state authorities to obtain Certificates of such Title for Vehicles in reflecting the name of the Lessor (in the case as owner of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case Vehicle with the Lien of the Master Collateral Agent noted thereonthereon as first lienholder, and where when required, each such Lessee shall shall, or shall cause the related Franchisees to Fleet Sharing Parties to, have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each the Servicer of or an Affiliate thereof (including the related Vehicles Sub-Servicer) unless otherwise required or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for permitted by the Master Collateral Agent; provided, further that, if a Liquidation Event of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicableAgency Agreement. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines and other similar amounts incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s operation of Vehicles, and any such amounts paid by the LessorLessor on a Lessee’s behalf, in its discretion, on discretion upon at least fifteen (15) days’ prior notice to such Lessee’s behalf , will be reimbursed within thirty (30) days of the Lessor notifying the such Lessee of such payment; provided, however, that the Lessor shall not pay on any Lessee’s behalf any traffic summons, or and penalty, judgment or fine for so long as such amount is being contested by such Lessee in good faith and by appropriate proceedings with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP and provided that such Lessee has agreed in writing to indemnify and hold the Lessor harmless from and against all loss, liability and expense arising out of such unpaid amounts (and, in any case, for so long as forfeiture of any Vehicles or other Master Collateral will not result from the failure to pay any such amounts). The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “Power of Attorney”), and such other documents as may be necessary in order to allow each Lessee the Lessees and the Servicer to title, register and dispose of the Acquired Vehicles leased by such Lessee hereunder; and each Lessee and the Servicer acknowledges and agrees that, with respect to the Acquired Vehicles, that it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.317.3(vii).

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each The Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunderVehicles, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles and Texas Vehicles) or the Lessor or such Lessee, as applicable Lessee (in the case of all other Financed Vehicles), in each case (other than with respect to the Existing Fleet) with the Lien of the Master Collateral Agent noted thereon, and where required, each the Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer of the related Vehicles or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each The Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s 's operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such the Lessee’s 's behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each the Lessee to title, register and dispose of the Acquired Vehicles leased by such Lessee hereunderand the Texas Vehicles; and each the Lessee acknowledges and agrees that, that with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and for submitting the titling appropriate documentation to the appropriate state authorities to obtain Certificates of such Title for Series 1997 Vehicles in reflecting the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable Lessee (in the case of Financed Vehicles and Synthetic Lease Vehicles), in each case (other than with respect to Vehicles in the Initial Fleet) with the Lien of the Master Collateral Agent noted thereonthereon as first lienholder, and where required, each the Lessee shall or shall cause the related Franchisees Fleet Sharing Parties to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding possession of all Certificates of Title shall remain with the foregoing, Servicer of the related Vehicles or the Master Servicer unless a Liquidation Event of Default or Series 1997 Limited Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer in which event, upon the request of the related Vehicles Trustee or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event each Lessee shall deliver the Certificates of Default shall have occurred and be continuing, Title for the Series 1997 Vehicles leased by it to the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicableAgent. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines and other similar amounts incurred with respect to any Series 1997 Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s 's operation of Vehicles, and any such amounts paid by the LessorLessor on a Lessee's behalf, in its discretiondiscretion upon at least fifteen (15) days' prior notice to the Lessee, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment; provided, however, that the Lessor shall not pay on any Lessee's behalf any traffic summons, or any penalty, judgment or fine for so long as such amount is being contested by the Lessee in good faith and by appropriate proceedings with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP and provided that such Lessee has agreed in writing to indemnify and hold the Lessor harmless from and against all loss, liability and expense arising out of such unpaid amounts (and, in any case, for so long as forfeiture of any Vehicles or other Master Collateral will not result from the failure to pay any such amounts). The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each the Lessee to title, register and dispose of the Acquired Vehicles leased by such Lessee hereunderVehicles; and each Lessee acknowledges and agrees that, that with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.317.3(vii).

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and for submitting the titling appropriate documentation to the appropriate state authorities to obtain Certificates of such Title for Vehicles in reflecting the name of the Lessor (in the case of Acquired Vehicles and Company Vehicles) or the Lessor or such Lessee, as applicable Lessee (in the case of all other Financed Vehicles), in each case (other than with respect to Vehicles in an Initial Fleet) with the Lien of the Master Collateral Agent noted thereonthereon as first lienholder, and where required, each such Lessee shall or shall cause the related Franchisees Fleet Sharing Parties to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding possession of all Certificates of Title shall remain with the foregoing, Servicer or an Affiliate thereof (including the related Sub-Servicer) unless a Liquidation Event of Default or Limited Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer in which event, upon the request of the related Vehicles Trustee or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event each Lessee shall deliver the Certificates of Default shall have occurred and be continuing, Title for the Vehicles leased by it to the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicableAgent. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines and other similar amounts incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s 's operation of Vehicles, and any such amounts paid by the LessorLessor on a Lessee's behalf, in its discretion, on discretion upon at least fifteen (15) days' prior notice to such Lessee’s behalf , will be reimbursed within thirty (30) days of the Lessor notifying the such Lessee of such payment; provided, however, that the Lessor shall not pay on any Lessee's behalf any traffic summons, or any penalty, judgment or fine for so long as such amount is being contested by such Lessee in good faith and by appropriate proceedings with respect to which adequate reserves have been established, and are being maintained, in accordance with GAAP and provided that such Lessee has agreed in writing to indemnify and hold the Lessor harmless from and against all loss, liability and expense arising out of such unpaid amounts (and, in any case, for so long as forfeiture of any Vehicles or other Master Collateral will not result from the failure to pay any such amounts). The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each Lessee the Lessees to title, register and dispose of the Acquired Vehicles and the Company Vehicles leased by such Lessee hereunder; and each Lessee acknowledges and agrees that, that with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.317.3(vii).

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles and Texas Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent noted thereon, and where required, each Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer of the related Vehicles or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, provided further that, if a Liquidation Event of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “Power of Attorney”), and such other documents as may be necessary in order to allow each Lessee to title, register and dispose of the Acquired Vehicles and Texas Vehicles leased by such Lessee hereunder; and each Lessee acknowledges and agrees that, that with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and the titling of such Vehicles in the name of the Lessor (in the case of Acquired Vehicles and Texas Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent noted thereon, and where required, each Lessee shall or shall cause the related Franchisees to have Vehicles inspected by any appropriate governmental authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall remain with each Servicer of the related Vehicles or the Master Servicer with such Certificates of Title to be held in trust, as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority or any court of law or equity with respect to Vehicles in connection with the Lessee’s 's operation of Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s 's behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each Lessee to title, register and dispose of the Acquired Vehicles and Texas Vehicles leased by such Lessee hereunder; and each Lessee acknowledges and agrees that, that with respect to the Acquired Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.3.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each LesseeThe Lessee Group, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunderGroup IV Vehicles, and the titling of such Group IV Vehicles in the name of the Lessor (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles)Lessor, in each case with the Lien of the Master Collateral Agent Trustee noted thereon, and and, where required, each Lessee shall or shall cause the related Franchisees to have Group IV Vehicles inspected by any appropriate governmental authorityGovernmental Authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with each Servicer in the custody of the related Vehicles or Servicer in accordance with the Master Servicer with provisions of the Base Indenture. The Lessee leasing such Certificates of Title to Group IV Vehicle shall be held in trust, as agent of and custodian responsible for the Master Collateral Agent; provided, further that, if a Liquidation Event payment of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer and the Master Servicer, as applicable. Each Lessee shall pay or cause to be paid all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Group IV Vehicle leased hereunder by such Lessee during the Vehicle Term for such Group IV Vehicle or imposed during the Vehicle Term for such Group IV Vehicle by any governmental authority Governmental Authority or any court of law or equity with respect to Group IV Vehicles in connection with the relevant Lessee’s 's operation of Group IV Vehicles, and the Lessor, in its discretion, may, but shall not be obligated to, pay any such amounts on the Lessee's behalf if the Lessee's failure to pay the same interferes with the free transferability or saleability of such Group IV Vehicle or impairs the ability to transfer clear title to such Group IV Vehicle; and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf Lessor will be reimbursed within thirty (30) 30 days of the Lessor notifying the such Lessee of such payment. The Lessor agrees to execute a power of attorney substantially in the form of Attachment B hereto (each, a “"Power of Attorney”"), and such other documents as may be necessary in order to allow each Lessee the Lessees to title, register and dispose of the Acquired Lessor-Owned Vehicles leased by such Lessee hereunderand the Texas Vehicles and Hawaii Vehicles; provided, however, that possession of all Certificates of Title shall at all times remain with the applicable Servicer in accordance with the provisions of the Indenture and each Lessee acknowledges and agrees that, with respect to the Acquired Lessor-Owned Vehicles, it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.319 hereof.

REGISTRATION; LICENSE; TRAFFIC SUMMONSES; PENALTIES AND FINES. Each The Lessee, at its expense, shall be responsible for proper registration and licensing of the Vehicles leased by it hereunder, and the titling of such Vehicles in the name of the Lessor or its Permitted Nominee (in the case of Acquired Vehicles) or the Lessor or such Lessee, as applicable (in the case of Financed Vehicles), in each case with the Lien of the Master Collateral Agent Trustee noted thereonthereon (except with respect to the Vehicles titled in the States of Oklahoma, Nebraska and Ohio)), and, where required, each Lessee shall or shall cause the related Franchisees to have such Vehicles inspected by any appropriate governmental authorityGovernmental Authority; provided, however, that notwithstanding the foregoing, unless a Liquidation Event of Default shall have occurred and be continuing, possession of all Certificates of Title shall at all times remain with (i) the Administrator, (ii) SGS Automotive Services, Inc., (formerly known as and successor in interest to Intermodal Transportation Services, Inc.), as agent for the Administrator, or (iii) any other titling service, acting as agent for the Administrator, that is approved in writing by the Required Noteholders of each Servicer Outstanding Series of the related Vehicles Notes. The Administrator, or the Master Servicer with its agent, shall hold such Certificates of Title to be held in trust, its capacity as agent of and custodian for the Master Collateral Agent; provided, further that, if a Liquidation Event Lessor and on behalf of Default shall have occurred and be continuing, the Master Collateral Agent shall have the right to take possession of all such Certificates of Title immediately from each Servicer Lender and the Master Servicer, as applicableTrustee. Each The Lessee shall pay or cause to be paid responsible for the payment of all registration fees, title fees, license fees, traffic summonses, penalties, judgments and fines incurred with respect to any Vehicle leased hereunder by such Lessee during the Vehicle Term for such Vehicle or imposed during the Vehicle Term for such Vehicle by any governmental authority Governmental Authority or any court of law or equity with respect to such Vehicles in connection with the Lessee’s operation of such Vehicles, and any such amounts paid by the Lessor, in its discretion, on such Lessee’s behalf will be reimbursed within thirty (30) days of the Lessor notifying the Lessee of such payment. The Lessor agrees to execute a power of attorney in substantially in the form of Attachment B hereto (each, a “Power of Attorney”), and such other documents as may be necessary in order to allow each the Lessee to title, register and dispose of the Acquired Vehicles leased by hereunder in accordance with the terms hereof; provided, however, that possession of all Certificates of Title shall at all times remain with the Administrator, or its agent, who will hold such Lessee hereunder; Certificates of Title in its capacity as agent for the Lessor and each on behalf of the Lender and the Trustee, and the Lessee acknowledges and agrees that, with respect to the Acquired Vehicles, that it has no right, title or interest in or with respect to any Certificate of Title. Notwithstanding anything herein to the contrary, the Lessor may terminate such Power of Attorney as provided in Section 17.318.3(iii) hereof.