Assignment to Indenture Trustee. The Administrator hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture of any or all of the Issuer’s rights hereunder and the assignment of any or all of the Issuer’s rights hereunder to the Indenture Trustee for the benefit of the Secured Parties. For the avoidance of doubt, the Indenture Trustee is a third-party beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.

Indenture Amendment. Notwithstanding [Section 1.3], until the Company delivers written evidence to the Administrative Agent that the basket set forth in [Section 4.07(b)(15)] of the Company’s Indenture dated as of ​ (or in any corresponding provision of any indenture or other agreement refinancing or replacing such Indenture) has been increased to at least ​, or such Indenture (and any indenture or other agreement refinancing or replacing such Indenture) has been fully terminated, defeased, satisfied or discharged, the basket set forth in [Section 8.17(d)] of the Credit Agreement shall be deemed to equal ​ (or, if applicable, any lesser amount then set forth in such [Section 4.07(b)(15)] (or in any corresponding provision of such other indenture or agreement)).

Trustee. The Trustee shall have the duties and responsibilities set forth in the Trust Agreement.

“New Unsecured Notes Indenture Trustee” means that certain indenture trustee under the New Unsecured Notes Indenture.

Senior Note Indenture. The aggregate amount of the Loans (including Swing Line Loans) and the Letter of Credit Accommodations outstanding at any time do not exceed the amount that would give rise to a default or event of default under the Senior Note Indenture or which would give rise to the obligation of Parent or any of its Subsidiaries to grant a lien on any assets to secure the Senior Notes.

Trust Indenture Binding. The Trust Indenture (assuming due execution and delivery thereof by the trustee) is and the Notes (when executed by the Company and authenticated in accordance with the Trust Indenture) will be, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as limited by equitable principles, bankruptcy, reorganization or other similar laws relating to or affecting the enforcement of creditor’s rights generally;

Each of the Issuer and the Indenture Trustee acknowledges such grant and assignment, but all parties hereto acknowledge and agree that # such grant and assignment are made solely for protective purposes and without representation or warranty as to the nature of any of parties’ rights in and to the Collateral; and # none of the parties hereto intends to imply in any way that any of the Transfer Documents should not be interpreted or enforced in accordance with its respective terms. Each of the Trustee and the Indenture Trustee also acknowledges that it shall have no claim to any proceeds or assets of the Vehicle Trust or to any of the Trust Assets other than the Collateral.

“Senior Notes Documents” means # the Indenture, dated as of ​, between the Borrower and the Senior Notes Trustee, # the First Supplemental Indenture, dated as of ​, between the Borrower and the Senior Notes Trustee, # the Second Supplemental Indenture, dated as of ​, between the Borrower and the Senior Notes Trustee, # the Fourth Supplemental Indenture, dated as of ​, between the Borrower and the Senior Notes Trustee and # with respect to any Additional Senior Secured Debt, the indenture, supplemental indenture, credit agreement or similar instrument governing or otherwise establishing such Additional Senior Secured Debt.

Section # Limitation of Liability of the Owner Trustee, the Trustee and the Indenture Trustee.

“Indenture” means the Indenture, dated as of ​, between the Initial-Secured Party and the Indenture Trustee.