Common use of Additional Notes Clause in Contracts

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount Issuer may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Holders, create and delivered under issue pursuant to this Indenture is unlimited. The Notes may be issued in one or more series additional notes (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) that shall have terms and conditions identical to those of the other Outstanding Notes, subject, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the case of Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in compliance with Section 4.04 any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and Section 4.06. Any any Additional Notes issued will have terms shall be treated as a single series for all purposes under this Indenture; provided, that are substantially identical the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the terms of the Initial extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, except in respect of any of the following terms, which shall be Issuer will set forth in a supplemental indenture or an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to this Indenture; (2ii) the date or dates on which Issue Date and the issue price of such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which; provided, the period or periods within which, and the terms and conditions upon which, such that no Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of issued at a price that would cause such Additional Notes are deposited pending consummation to have “original issue discount” within the meaning of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) Section 1273 of the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any unless such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any similar number from other Notes; and (iii) whether such Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes subject to transfer restrictions under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasethe Securities Act (or other applicable securities laws).

Additional Notes. (a) The aggregate amount Issuer may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Holders, create and delivered under issue pursuant to this Indenture is unlimited. The Notes may be issued in one or more series additional notes (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) that shall have terms and conditions identical to those of the other Outstanding Notes, subject, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the case of Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in compliance with Section 4.04 any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Issue Date Notes and Section 4.06. Any any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided that such Additional Notes are either (i) part of the same “issue” as the Issue Date Notes for U.S. federal income tax purposes, (ii) issued will have terms that are substantially identical pursuant to a “qualified reopening” for U.S. federal income tax purposes, or (iii) issued with a different CUSIP or other similar numbers than the Issue Date Notes to the terms of the Initial extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, except in respect of any of the following terms, which shall be Issuer will set forth in a supplemental indenture or an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to this Indenture; (2ii) the date or dates on which Issue Date and the issue price of such Additional Notes; and (iii) whether such Additional Notes will be issued; subject to transfer restrictions under the Securities Act (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”applicable securities laws); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount Issuer may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Holders, create and delivered under issue pursuant to this Indenture is unlimited. The Notes may be issued in one or more series additional notes (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) that shall have terms and conditions identical to those of the other Outstanding Notes, subject, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the case of Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in compliance with Section 4.04 any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Issue Date Notes and Section 4.06. Any any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided that such Additional Notes are either (i) part of the same “issue” as the Issue Date Notes for U.S. federal income tax purposes, (ii) issued will have terms that are substantially identical pursuant to a “qualified reopening” for U.S. federal income tax purposes, or (iii) issued with a different ISIN or other similar numbers than the Issue Date Notes to the terms of the Initial extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, except in respect of any of the following terms, which shall be Issuer will set forth in a supplemental indenture or an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to this Indenture; (2ii) the date or dates on which Issue Date and the issue price of such Additional Notes; and (iii) whether such Additional Notes will be issued; subject to transfer restrictions under the Securities Act (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”applicable securities laws); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount of Subject to compliance with Sections 4.07 and 4.10, the Issuer shall be entitled to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Datean unlimited aggregate principal amount, the “Additional Notes”), subject, in the case each of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will which shall have identical terms that are substantially identical to the terms of as the Initial Notes, except in respectively, other than with respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) to the date or dates on which of issuance and issue price and first payment of interest (and, if such Additional Notes will shall be issued; (3) issued in the price at which the Additional form of Restricted Global Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional or Restricted Certificated Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers than with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible transfer restrictions with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying numberrespect thereto). The Initial Notes and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class class, in each case for all purposes under this Indenture, including, including without limitation, waivers, amendments, redemptions and offers to purchase; provided, however, that Additional Notes shall be issued under a separate CUSIP and ISIN unless the Additional Notes are issued pursuant to a “qualified reopening” of the Initial Notes, are otherwise treated as part of the same “issue” of debt instruments as the Initial Notes or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes. Holders of Additional Notes actually issued shall share equally and ratably in the Collateral with the Holders of the Notes issued on the Issue Date. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include any Additional Notes that are actually issued. With respect to any Additional Notes, the Issuer shall set forth in a resolution of its Board of Directors and an Officer’s Certificate, a copy of each which shall be delivered to the Trustee and the Agent, the following information: (a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and (b) the issue price, the issue date and the CUSIP and/or ISIN number(s) (if then generally in use) of such Additional Notes.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in Issuer may, at any time, on one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case occasions issue one or more new Classes of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Notes by requesting Additional Note Commitments to purchase such Additional Notes issued will have terms that are substantially identical in an aggregate outstanding principal amount not to exceed the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s CertificateIncremental Cap; provided that: (1i) no Additional Note Commitment may be in an amount that is less than $5,000,000 (or such lesser amount to which the aggregate principal amount Purchaser Representative may reasonably agree (acting at the instruction of such Additional Notes;the Required Purchasers)), (2ii) except as the date Issuer and any Initial Purchaser or dates on which such Delayed Draw Purchaser may separately agree, no Initial Purchaser or Delayed Draw Purchaser shall be obligated to provide any Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within whichNote Commitment, and the terms determination to provide any Additional Note Commitment shall be within the sole and conditions upon which, absolute discretion of such Purchaser (it being agreed that the Issuer shall not be obligated to offer the opportunity to any Purchaser to participate in any Additional Notes may be redeemed, in whole or in part except to the extent required pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of Section 2.25(b)), (iii) the issuance of such Additional Notes are deposited pending consummation shall have been approved by the Required Purchasers (calculated without giving effect to the issuance of such Additional Notes), acting in their sole discretion, (iv) except as otherwise provided in clause (ix) below with respect to fees, the terms of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”);shall be identical to any then-existing Notes, (6v) [reserved]; and, (7vi) [reserved], (vii) [reserved], (viii) [reserved], (ix) to the ISINextent applicable, Common Codeany fees payable in connection with any Additional Notes shall be determined by the Issuer and the purchasers purchasing such Additional Notes, (x) any Additional Notes shall (A) rank pari passu with any then-existing series of Notes, CUSIP in right of payment and/or security, (B) be guaranteed by each Person that is a Note Party and (B) be secured by the Collateral pursuant to the Collateral Documents on a pari passu basis with the then-existing Notes, (xi) [reserved], (xii) no Event of Default shall exist immediately prior to or other securities identification numbers after giving effect to such Additional Notes; provided, that notwithstanding the foregoing, in the case of any Additional Notes issued in connection with respect any acquisition, Investment or irrevocable repayment or redemption of Indebtedness, the condition set forth in this clause (xii) shall be that no Event of Default under Sections 7.01(a), (f) or (g) shall exist immediately prior to or after giving effect to such Additional Notes, and (xiii) the proceeds of any Additional Notes may be used for working capital and/or purchase price adjustments and other general corporate purposes (including Capital Expenditures, acquisitions and Investments); provided, that the relevant clearing systems.proceeds of any Additional Notes may not be used to make Restricted Payments and/or Restricted Debt Payments, (b) Any (i) Prior to the Issuer issuing Additional Notes that are substantially identical Notes, the Issuer shall first seek commitments in all material respects to any other series respect of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption (the “Offered Debt”) from the existing Purchasers, each of which shall be entitled to agree or decline to provide the applicable Additional Note Commitments in its sole discretion, provided, that if any of the existing Purchasers have declined the offer to provide the Offered Debt, have failed to respond to the offer to provide the Offered Debt or have otherwise not provided a binding written commitment to provide the Offered Debt on the terms so offered (or at least as favorable as the terms so offered), in each case, within five Business Days of receipt of the offer to provide the Offered Debt from the Issuer (such 5th Business Day, the “Offer Deadline”), the Issuer may then seek Additional Note Commitments on substantially the same terms from other Persons; and provided, further that if any such other Person is not then an existing Purchaser, such Person must constitute an “Eligible Transferee” and the Purchaser Representative (acting at the direction of the Required Purchasers) shall have a right to consent (such consent not to be unreasonably withheld or delayed) to the relevant Person’s provision ceases of Additional Note Commitments if such consent would be required under Section 9.05(b) for an assignment of Notes to apply. If such new Purchaser; provided, that the foregoing shall not prohibit any such Person from acquiring the relevant Additional Notes by assignment, participation or otherwise after the initial closing thereof. (c) Each Purchaser or Additional Purchaser purchasing a portion of any Additional Notes are not fungible Note Commitment shall execute and deliver to the Purchaser Representative and the Issuer all such documentation as may be reasonably required by the Purchaser Representative to evidence and effectuate such Additional Note Commitment. On the effective date of such Additional Note Commitment, each Additional Purchaser shall become a Purchaser for all purposes in connection with this Agreement. (d) As conditions precedent to the effectiveness of any issuance of Additional Notes, (i) the Required Purchasers shall have consented to any such Notes for U.S. federal income tax purposesissuance of Additional Notes, (ii) [reserved], (iii) the Purchaser Representative shall be entitled to receive, from each Additional Purchaser, an Administrative Questionnaire and such other documents as it shall reasonably require from such Additional Purchaser, (iv) the relevant Additional Purchasers shall have directly received the amount of any fees payable to the Additional Purchasers in respect of such Additional Notes will have and (v) the Purchaser Representative shall be entitled to receive a separate CUSIP certificate of the Issuer signed by a Responsible Officer thereof: (A) certifying and attaching a copy of the resolutions adopted by the governing body of the Issuer approving or consenting to such Additional Notes, and (B) to the extent applicable, certifying that the condition set forth in clause (a)(xii) above has been satisfied. (e) [reserved]. (f) [reserved]. (g) The Purchasers hereby irrevocably authorize the Purchaser Representative to enter into any amendment to this Agreement or any other identifying number. The Initial Note Document as may be necessary in order to establish new Classes or sub-Classes in respect of Notes or commitments pursuant to this Section 2.25 and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Purchaser Representative or the Required Purchasers, and the Issuer, in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.25. (h) [reserved]. (i) This Section 2.25 shall supersede any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers provision in Sections 2.21 or 9.02 to purchasethe contrary.

Additional Notes. (a) The aggregate From time to time, subject to compliance with provisions pursuant to Sections 4.09 and 4.12 the Company is permitted to issue an unlimited principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will which shall have terms that are substantially identical to the terms of the Initial Notes, Notes except in respect of any of the following terms, terms which shall be set forth in a supplemental indenture or an Officer’s CertificateCertificate (as defined below) delivered by the Company to the Trustee: (1) the title of such Additional Notes; (2) the aggregate principal amount of such Additional Notes; (23) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment date dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of holders thereof to whom such interest is payable and the first date from basis upon which such interest will accrue on the Additional Notesbe calculated; (5) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable; (6) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into part; (7) if other than in denominations of $200,000 and in integral multiples of $1,000 in excess thereof, the denominations in which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]shall be issued and redeemed; and (7) 8) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any . Such Additional Notes that will be treated, along with all other Notes, as a single class for the purposes of the Indenture with respect to waivers, amendments and all other matters which are not specifically distinguished for such series, as described under “—Amendments and waivers.” Additional Notes may be designated to be of the same series as the Notes initially issued on the Issue Date, but only if they have terms substantially identical in all material respects to any other the initial Notes, and shall be consolidated and deemed to form one single series of and references to the Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of include the Notes only following initially issued on the date on which Issue Date as well any such Additional Notes Special Mandatory Redemption provision ceases to apply. If Notes; provided that any Additional Notes that are not fungible with such Notes for U.S. federal income tax purposes, such Additional purposes with any Notes previously issued will have be issued with a separate ISIN, Common Code, CUSIP or other identifying securities identification number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated , as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseapplicable.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of Notes issued on the Initial Notesdate hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) the aggregate principal amount of such Additional have a different issue date than other Outstanding Notes; (2ii) have a different issue price than other Outstanding Notes; (iii) have a different initial Interest Payment Date than other Outstanding Notes; and (iv) have a different amount of interest payable on the date or dates first Interest Payment Date after issuance than is payable on which other Outstanding Notes; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes issued on the date hereof; and provided further, such the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. (a) The aggregate amount of Notes that may With respect to any Additional Notes, there shall be authenticated (a) established in or pursuant to a Board Resolution and delivered under this Indenture is unlimited. The Notes may be issued (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more series (any such Notes issued subsequent indentures supplemental to the Issue DateIndenture, prior to the “issuance of such Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to the Indenture; (2ii) the issue price and the issue date or dates on which of such Additional Notes will be issued; (3) Notes, including the price at date from which the Additional Notes will be issued; (4) interest shall accrue and the first interest payment date and the first date from which interest will accrue on the Additional Notes;therefor; and (5iii) the date or dates and price or prices at whichif applicable, the period or periods within which, and the terms and conditions upon which, that such Additional Notes may shall be redeemed, issuable in whole or in part pursuant in the form of one or more Global Securities and, in such case, the respective depositaries for such Global Securities, the form of any legend or legends which shall be borne by such Global Securities in addition to or in lieu of those set forth in Exhibit A hereto and any special mandatory redemption using amounts released from circumstances in addition to or in lieu of those set forth in Exhibit A in which any escrow account into which proceeds of the issuance such Global Securities may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Additional Notes are deposited pending consummation Global Security in whole or in part may be registered, in the name or names of any acquisition, Investment, refinancing Persons other than the depositary for such Global Security or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsa nominee thereof. (b) Any Additional Notes that are substantially identical in all material respects to If any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series the terms of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesestablished by action taken pursuant to a Board Resolution, such a copy thereof shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental to the Indenture setting forth the terms of the Additional Notes will have a separate CUSIP or other identifying number. Notes. (c) The Initial Notes and any Additional Notes subsequently issued under this Indenture will shall be treated considered collectively as a single class for all purposes under this of the Indenture. Holders of the Initial Notes and any Additional Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, including, without limitation, waivers, amendments, redemptions and offers none of the Holders of the Initial Notes or any Additional Notes shall have the right to purchasevote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent Subject to the Issue Datecovenants described below, the Company may issue additional notes (the “Additional Notes”), subjectin an unlimited amount from time to time under the indenture having the same terms in all respects as the notes except that interest on such Additional Notes may, if provided in the case of such Additional Notes, in compliance with Section 4.04 accrue from the date of their issuance or from the most recent interest payment date and Section 4.06not from the Issue Date. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) secured, equally and ratably, with the price at which the Additional Notes will be issued; (4) the first interest payment date notes and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at whichany other Priority Lien Obligations. Except as otherwise stated herein, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes notes offered hereby and any Additional Notes subsequently issued under this Indenture the indenture will be treated as a single class for all purposes under this Indenturethe indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.purchase and will vote together as one class on all matters. Notwithstanding the foregoing, any Additional Notes that are not fungible with the notes offered hereunder for United States federal income tax purposes shall have a separate CUSIP number and ISIN from the notes. Unless the context requires otherwise, references to “notes” for all purposes of the indenture and this “Description of the New Peabody Notes” include any Additional Notes that are actually issued. The obligations of the Company pursuant to the notes, including any repurchase obligation resulting from a Change of Control, will be unconditionally guaranteed, jointly and severally, on a senior secured basis, by each of the Company’s Restricted Subsidiaries that guarantees the obligations of the Company under the Existing Credit Facility, the LC Agreement, the 2025 Notes Indenture, the 2022 Notes Indenture and any other Priority Lien Debt. Each Note Guarantee of the notes:

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more of either series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms Notes of one of the Initial Notestwo series issued on the date hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) the aggregate principal amount have a different issue date than other Outstanding Notes of such Additional Notesseries; (2ii) have a different issue price than other Outstanding Notes of such series; (iii) have a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) have a different amount of interest payable on the date or dates first Interest Payment Date after issuance than is payable on which other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes of one of the two series issued on the date hereof; and provided further, such the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes of one of the two series issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will of the same series shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in Exhibit A, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of Notes issued on the Initial Notesdate hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) the aggregate principal amount of such Additional have a different issue date than other Outstanding Notes; (2ii) have a different issue price than other Outstanding Notes; and (iii) have a different amount of interest payable on the date or dates first Interest Payment Date after issuance than is payable on which other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes issued on the date hereof; and provided further, such the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by a Designated Officer (as defined in the resolutions of the Board of Directors of the Company with respect to the December 11, 2008 meeting, as may be amended or supplemented) and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, amount of interest accrued and payable on the first Interest Payment Date, the first Interest Payment Date, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. (a) The aggregate amount of Issuers shall be entitled, subject to their compliance with Section 4.09, to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such which shall have identical terms as the Initial Notes issued subsequent to on the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance other than with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical respect to the terms date of issuance, issue price, the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will begins to accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying numberapplicable transfer restrictions. The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, includingincluding waivers, without limitationconsents, waiversdirections, declarations, amendments, redemptions and offers to purchase; and none of the Holders of any Initial Notes or any Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (b) With respect to any Additional Notes, the Issuers shall set forth in an Issuer Order, which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP number and any corresponding ISIN of such Additional Notes; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Exhibit A in which any such Global Notes may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more of any series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms Notes of one of the Initial Notesthree series issued on the date hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) have a different issue date than other Outstanding Notes of such series; (ii) have a different issue price than other Outstanding Notes of such series; (iii) have a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) have a different amount of interest that has accrued prior to the aggregate principal amount issue date of such Additional Notes; (2) the date or dates Notes than has accrued on which other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes of one of the three series issued on the date hereof; and provided further, such the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes of one of the three series issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes of any series issued on the date hereof and any Additional Notes subsequently issued under this Indenture will of the same series shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. (a) The aggregate amount of Company shall be entitled, subject to its compliance with Article Four, to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimitedSupplemental Indenture. The Any Additional Notes may shall be part of the same series as the Initial Notes issued on the Issue Date, rank equally with the Initial Notes and have identical terms and conditions to the Initial Notes in all respects other than (a) the date of issuance, (b) the issue price, and (c) at the option of the Company, (i) as to the payment of interest accruing prior to the issue date of such Additional Notes, and (ii) the first payment of interest following the issue date of such Additional Notes. (b) With respect to any Additional Notes, there shall be (a) established in or pursuant to a Board Resolution and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more series (any such Notes issued subsequent indentures supplemental to the Issue DateIndenture, prior to the “issuance of such Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to the Indenture; (2ii) the issue price, the issue date or dates on (and the corresponding date from which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) interest shall accrue thereon and the first interest payment date therefor) and the first date from which interest will accrue on the CUSIP or ISIN number of such Additional Notes; (5iii) the date or dates and price or prices at whichif applicable, the period or periods within which, and the terms and conditions upon which, that such Additional Notes may shall be redeemed, issuable in whole or in part pursuant in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any special mandatory redemption using amounts released from circumstances in addition to or in lieu of those set forth in Exhibit A in which any escrow account into which proceeds of the issuance such Global Notes may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Additional Notes are deposited pending consummation Global Note in whole or in part may be registered, in the name or names of any acquisition, Investment, refinancing Persons other than the depositary for such Global Note or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsa nominee thereof. (bc) Any Additional Notes that are substantially identical in all material respects to If any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series the terms of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesestablished by action taken pursuant to a Board Resolution, such a copy thereof shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental to the Indenture setting forth the terms of the Additional Notes will have a separate CUSIP or other identifying number. Notes. (d) The Initial Notes and any Additional Notes subsequently issued upon original issue under this Indenture will shall be treated considered collectively as a single class for all purposes under this of the Indenture, including, without limitationincluding directions, waivers, amendments, consents, redemptions and offers to purchase. Holders of the Initial Notes and any Additional Notes therefor will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or any Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (e) Notwithstanding anything else herein, with respect to any Additional Notes issued subsequent to the Issue Date, when the context requires, all provisions of this Supplemental Indenture shall be construed and interpreted to permit the issuance of such Additional Notes and to allow such Additional Notes to become fungible and interchangeable with the Initial Notes originally issued under the Supplemental Indenture. Indebtedness represented by Additional Notes shall be subject to the covenants contained in this Supplemental Indenture.

Additional Notes. (a) The aggregate From time to time, subject to compliance with provisions pursuant to Sections 4.09 and 4.12 the Company is permitted to issue an unlimited principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will which shall have terms that are substantially identical to the terms of the Initial Notes, Notes except in respect of any of the following terms, terms which shall be set forth in a supplemental indenture or an Officer’s CertificateCertificate (as defined below) delivered by the Company to the Trustee: (1) the title of such Additional Notes; (2) the aggregate principal amount of such Additional Notes; (23) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment date dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of holders thereof to whom such interest is payable and the first date from basis upon which such interest will accrue on the Additional Notesbe calculated; (5) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable; (6) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into part; (7) if other than in denominations of €100,000 and in integral multiples of €1,000 in excess thereof, the denominations in which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]shall be issued and redeemed; and (7) 8) the ISIN, Common Code, CUSIP Code or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any . Such Additional Notes that will be treated, along with all other Notes, as a single class for the purposes of the Indenture with respect to waivers, amendments and all other matters which are not specifically distinguished for such series, as described under “—Amendments and waivers.” Additional Notes may be designated to be of the same series as the Notes initially issued on the Issue Date, but only if they have terms substantially identical in all material respects to any other the initial Notes, and shall be consolidated and deemed to form one single series of and references to the Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of include the Notes only following initially issued on the date on which Issue Date as well any such Additional Notes Special Mandatory Redemption provision ceases to apply. If Notes; provided that any Additional Notes that are not fungible with such Notes for U.S. federal income tax purposes, such Additional purposes with any Notes previously issued will have be issued with a separate CUSIP ISIN, Common Code or other identifying securities identification number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated , as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseapplicable.

Additional Notes. (a) The aggregate amount Company will be entitled, pursuant to a supplemental indenture and without the consent of any Holders of the applicable series of the Notes, upon delivery of an Officer’s Certificate, Opinion of Counsel and Authentication Order to the Trustee, to issue Additional Notes of such applicable series of Notes under the Indenture that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more will have identical terms to the applicable series (any such of Initial Notes issued subsequent on the date of the Indenture other than with respect to the Issue Datedate of issuance, issue price, interest accrued prior to the “Additional Notes”), subject, in date of issuance of the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms and, if applicable, the initial applicable Interest Payment Date; provided, however, that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which if such Additional Notes will not be issued; (3) fungible with the price at which the Additional Initial Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Such Additional Notes subsequently issued under this Indenture will rank equally and ratably in right of payment and will be treated as a single class series with the Initial Notes of such series for all purposes under this the Indenture. With respect to any Additional Notes, includingthe Company will set forth in a Board Resolution of the Company and an Officer’s Certificate, without limitationa copy of each of which will be delivered to the Trustee, waiversthe following information: (a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture; and (b) the issue price, amendments, redemptions the issue date and offers to purchasethe CUSIP number of such Additional Notes.

Additional Notes. (a) The aggregate amount Issuer may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Holders, create and delivered under issue pursuant to this Indenture is unlimited. The Notes may be issued in one or more series additional notes (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) that shall have terms and conditions identical to those of the other Outstanding Notes, subject, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the case of Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in compliance with Section 4.04 any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and Section 4.06. Any any Additional Notes issued will have terms shall be treated as a single series for all purposes under this Indenture; provided, that are substantially identical the Issuer may use different ISIN or other similar numbers among Issue Date Notes and among Additional Notes to the terms of the Initial extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, except in respect of any of the following terms, which shall be Issuer will set forth in a supplemental indenture or an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to this Indenture; (2ii) the date Issue Date and the issue price of such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, unless such Additional Notes have a separate ISIN or dates on which other similar number from other Notes; and (iii) whether such Additional Notes will be issued; subject to transfer restrictions under the Securities Act (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”applicable securities laws); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. The Company may, subject to the provisions of the Indenture (a) The aggregate amount including Section 2.04 of the Base Indenture), originally issue additional Notes with the same terms as the initial Notes (except, to the extent applicable, with respect to the date as of which interest begins to accrue on such additional Notes and the first Interest Payment Date of such additional Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other, Notes issued under the Indenture; provided, however, that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (if any such additional Notes are not fungible with other Notes issued subsequent to under the Issue DateIndenture for federal income tax or federal securities laws purposes, then such additional Notes will be identified by a separate CUSIP number or by no CUSIP number. In authenticating additional Notes, the “Additional Notes”), subject, Trustee will receive: (i) a copy of the resolution or resolutions of the Board of Directors in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical or pursuant to which the terms and form of the Initial NotesNotes were established, except in respect and if the terms and form of any such Notes are established by an Officer’s Certificate pursuant to general authorization of the following termsBoard of Directors, which shall be set forth in a supplemental indenture or such Officer’s Certificate; (ii) an executed supplemental indenture, if any; and (iii) an Opinion of Counsel which will state: (1) that the aggregate principal amount form and terms of such Additional Notes;Notes have been established in conformity with the provisions of the Indenture; and (2) that such Notes, when authenticated and delivered by the date or dates on which such Additional Notes will be issued; (3) Trustee and issued by the price at which Company in the Additional Notes will be issued; (4) the first interest payment date manner and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant subject to any special mandatory redemption using amounts released from any escrow account into which proceeds conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the issuance of such Additional Notes are deposited pending consummation of any acquisitionCompany, Investmentenforceable in accordance with their terms, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed bankruptcy, insolvency, reorganization and other laws of general applicability relating to be substantially identical or affecting the enforcement of creditors’ rights and to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasegeneral equity principles.

Additional Notes. (a) The aggregate amount of Notes that may With respect to any Additional Notes, there shall be authenticated (a) established in or pursuant to a Board Resolution and delivered under this Indenture is unlimited. The Notes may be issued (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more series (any such Notes issued subsequent supplemental indentures to the Issue DateIndenture, prior to the “issuance of such Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to the Indenture; (2) the issue price and the issue date or dates on which of such Additional Notes will be issued; (3) Notes, including the price at date from which the Additional Notes will be issued; (4) interest shall accrue and the first interest payment date and the first date from which interest will accrue on the Additional Notes;therefor; and (53) the date or dates and price or prices at whichif applicable, the period or periods within which, and the terms and conditions upon which, that such Additional Notes may shall be redeemed, issuable in whole or in part pursuant in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those called for by Exhibit A hereto and any special mandatory redemption using amounts released from circumstances in addition to or in lieu of those set forth in Exhibit A in which any escrow account into which proceeds of the issuance such Global Notes may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Additional Global Notes are deposited pending consummation in whole or in part may be registered, in the name or names of any acquisition, Investment, refinancing Persons other than the depositary for such Global Note or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsa nominee thereof. (b) Any Additional Notes that are substantially identical in all material respects to If any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series the terms of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesestablished by action taken pursuant to a Board Resolution, such a copy thereof shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the supplemental indenture to the Indenture setting forth the terms of the Additional Notes will have a separate CUSIP or other identifying number. Notes. (c) The Initial Notes and any Additional Notes subsequently issued under this Indenture will shall be treated considered collectively as a single class for all purposes under this of the Indenture. Holders of the Initial Notes and any Additional Notes will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, including, without limitation, waivers, amendments, redemptions and offers none of the Holders of the Initial Notes or any Additional Notes shall have the right to purchasevote or consent as a separate class on any matter to which such Holders are entitled to vote or consent.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of Notes issued on the Initial Notesdate hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) the aggregate principal amount of such Additional have a different issue date than other Outstanding Notes; (2ii) have a different issue price than other Outstanding Notes; and (iii) have a different amount of interest payable on the date or dates first Interest Payment Date after issuance than is payable on which other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes issued on the date hereof; and provided further, such the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company may, upon [ * * * ] on or prior to December 31, 1999 and upon not less than 60 days' prior written notice (athe "Purchase Request"), request that the Purchaser purchase from the Company additional Notes (the "Additional Notes" and, together with the Initial Notes and the License Notes, the "Securities"), having an aggregate issue price of not more than $70,000,000 (the aggregate issue price of the Additional Notes to be issued and sold on each such occasion being referred to herein as the "Additional Note Issue Price") The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may having the Additional Note Conversion Price (as defined in Section 12(c)), to be issued in one or more series the form of the promissory note attached hereto as Exhibit A; provided, however, that the gross proceeds to be received by the Company as a result of the issuance and sale of such Additional Notes shall be used solely to, without duplication, (any such Notes issued subsequent i) make all remaining milestone payments, if any, due and payable to the Issue Datestockholders, creditors and other obligees of Seragen, Inc. ("Seragen"), pursuant to and in accordance with the terms of that certain Agreement and Plan of Reorganization, dated as of May 11, 1998, by and among Seragen, the “Additional Notes”Company and Knight Acquisition Corp., as in effect on the date of this Agreement, or as amended with the Purchaser's written consent (the "Seragen Payments"), subject(ii) pay the purchase price for the assets of Marathon Biopharmaceuticals, LLC ("Marathon"), pursuant to and in accordance with the case terms of that certain Option and Asset Purchase Agreement, dated as of May 11, 1998, by and among the Company, Marathon, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Corp. and 660 Corporation, as in effect on the date of this Agreement, or as amended with the Purchaser's written consent (the "Marathon Payment"), and (iii) otherwise finance the development of the Company's business. Each Purchase Request shall set forth (i) the proposed closing date of such purchase and sale of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: date at least 60 days but not more than 180 days prior to such Additional Closing Date (1each such date, an "Additional Closing Date"), (ii) the aggregate principal amount Additional Note Issue Price of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will proposed to be issued; (4) issued and sold by the first interest payment date and the first date from which interest will accrue Company on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, Closing Date and (iii) a description in whole reasonable detail of the transaction or in part transactions pursuant to any special mandatory redemption using amounts released which the Company proposes to utilize the gross proceeds to be received by the Company from any escrow account into which proceeds such proposed issuance and sale of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption which description shall be deemed accompanied by all documents and agreements entered into or proposed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible entered into in connection with such Notes for U.S. federal income tax purposestransaction or transactions, to the extent such Additional Notes will have a separate CUSIP documents or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasepreliminary drafts thereof are available at the time such Purchase Request is provided by the Company.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of Initial Notes issued on the Initial Notesdate hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) the aggregate principal amount of such Additional have a different issue date than other Outstanding Notes; (2ii) have a different issue price than other Outstanding Notes; and (iii) have a different amount of interest payable on the date or dates first Interest Payment Date after issuance than is payable on which other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes issued on the date hereof; and provided further, such the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue date therefor any Event of Default has occurred and is continuing. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Holders, create and delivered under issue pursuant to this Indenture is unlimited. The Notes may be issued in one or more series additional notes (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will ) that shall have terms that are substantially and conditions identical to the terms those of the Initial other Outstanding Notes, except in with respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificateto: (1i) the aggregate principal amount of such Additional Notesissue date; (2ii) the date or dates amount of interest payable on which such Additional Notes will be issuedthe first Interest Payment Date therefor; (3iii) the price at which the Additional Notes will be issuedissue price; (4iv) any adjustments necessary in order to conform to and ensure compliance with the first interest payment date and the first date from which interest will accrue on the Additional Notes; Securities Act (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6applicable securities laws) [reserved]; and (7) the ISIN, Common Code, CUSIP and any registration rights or other securities identification numbers with respect similar agreement applicable to such Additional Notes, and which are not adverse in any material respect to the relevant clearing systems.Holder of any Outstanding Notes (other than such Additional Notes); and (bv) Any Additional Notes that are substantially identical any additional interest payable as provided in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying numberSection 2.14. The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture. (b) With respect to any Additional Notes, includingthe Company will set forth in an Officers’ Certificate pursuant to a resolution of the Board of Directors of the Company (the “Additional Note Board Resolutions”), without limitationcopies of which will be delivered to the Trustee, waiversthe following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the issue date and the issue price of such Additional Notes; provided that no Additional Notes may be issued at a price that would cause such Additional Notes to have an amount of "original issue discount" (within the meaning of Section 1273 of the Internal Revenue Code of 1986, amendments, redemptions and offers as amended) that differs from that of the Notes; and (iii) whether such Additional Notes will be subject to purchasetransfer restrictions under the Securities Act (or other applicable securities laws).

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent Company may, subject to the Issue Dateprovisions of the Indenture (including Section 2.04 of the Base Indenture), originally issue additional Notes with the same terms as the Initial Notes (except, to the extent applicable, with respect to the date as of which interest begins to accrue on such additional Notes, the “Additional Notes”)first Interest Payment Date of such additional Notes and, subjectif applicable, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except restrictions on transfer in respect of any such additional Notes), which additional Notes will, subject to the foregoing, be considered to be part of the following termssame series of, and rank equally and ratably with all other, Notes issued under the Indenture; provided, however, that if any such additional Notes are not fungible with other Notes issued under the Indenture for federal income tax or federal securities laws purposes, then such additional Notes will be identified by a separate CUSIP number or by no CUSIP number. In authenticating additional Notes, the Trustee will receive: (i) a copy of the resolution or resolutions of the Board of Directors in or pursuant to which shall be set forth in a supplemental indenture or the terms and form of the Notes were established, and if the terms and form of such Notes are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (ii) an executed supplemental indenture, if any; and (iii) an Opinion of Counsel which will state: (1) that the aggregate principal amount conditions precedent to the issuance, authentication and delivery of such Additional NotesNotes have been complied with; (2) that the date or dates on which form and terms of such Additional Notes will be issued;have been established in conformity with the provisions of the Indenture; and (3) that such Notes, when authenticated and delivered by the price at which Trustee and issued by the Additional Notes will be issued; (4) Company in the first interest payment date manner and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant subject to any special mandatory redemption using amounts released from any escrow account into which proceeds conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the issuance of such Additional Notes are deposited pending consummation of any acquisitionCompany, Investmentenforceable in accordance with their terms, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed bankruptcy, insolvency, reorganization and other laws of general applicability relating to be substantially identical or affecting the enforcement of creditors’ rights and to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasegeneral equity principles.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent From time to time, subject to the Issue DateIssuer’s compliance with Section 4.09, the Issuer is permitted to issue additional Notes (the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will which shall have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or an Officer’s CertificateCertificate supplied to the Trustee: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]the provisions relating to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Liens described in clause (29) of the definition of “Permitted Liens” in favor of the Trustee solely for the benefit of the Trustee and the Holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the Holders of any other Notes), together with all necessary authorizations for the Trustee to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to any intercreditor agreement; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes may be designated to be of the same series as any other series of Notes, but only if they have terms substantially identical in all material respects to such other series, and shall be deemed to form one series with such other series (it being understood that any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply). If any Additional Notes are not fungible with such the other series of Notes for U.S. federal income tax purposes, such Additional Notes will be issued as a separate series under this Indenture and will have a separate CUSIP or number and ISIN from the other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseseries of Notes.

Additional Notes. (a) The aggregate amount Subject to the limitations set forth under Section 4.1(a), the Issuer may, from time to time, without notice to or the consent of the Holders, create and issue Additional Notes that may be authenticated having the same terms and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such conditions as the Notes issued subsequent on the Closing Date (including the benefit of the Parent Guarantee and any Subsidiary Guarantees) in all respects (or in all respects except for the issue date, issue price and the first Interest Payment Date and, to the Issue Dateextent necessary, the certain temporary securities law transfer restrictions) (“Additional Notes”), subject, in ; provided that the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will Issuer shall have terms that are substantially identical delivered to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: Trustee (1i) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of an Officers’ Certificate certifying that the issuance of such Additional Notes are deposited pending consummation does not contravene any provision of Section 4.1(a) and any acquisitionother information the Issuer may determine to include or the Trustee may reasonably request, Investment, refinancing or other transaction and (ii) an Opinion of Counsel (subject to customary qualifications) that (A) the form and terms of such redemption, an “Additional Notes Special Mandatory Redemption”); have been established in conformity with the provisions of this Indenture and (6B) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, when authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, and the relevant clearing systemsNote Guarantees will constitute valid and legally binding obligations of the Issuer and (in a separate Opinion of Counsel if necessary) the Guarantors, as applicable, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles. (b) Any Additional Notes shall be consolidated and form a single class with the previously outstanding Notes issued pursuant to this Indenture and vote together as one class on all matters with respect to such Notes; provided that Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the previously outstanding Notes for U.S. United States federal income tax purposes, such Additional Notes will have purposes shall be issued under a separate CUSIP or other identifying identifier number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.064.04. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial NotesNotes issued on the Issue Date, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificateindenture: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]the provisions relating to the granting of Liens described in clause (11) of the definition of Permitted Liens in favor of the Trustee solely for the benefit of the Trustee and the Holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the Holders of any other Notes), together with all necessary authorizations for the Trustee to enter into such arrangements; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount If authorized by a resolution of the Board of Directors, the Company shall be entitled to issue additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in ) which shall have substantially identical terms as the case of Additional Notes, in compliance other than with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical respect to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2i) the date or dates on which such Additional Notes will be issued; of issuance, (3ii) the price at which issue price, (iii) the Additional Notes will be issued; (4) amount of interest payable on the first interest payment date applicable thereto (to the extent such Additional Notes are issued with a different “CUSIP”, “ISIN” or “Common Code” number than the Notes), and (iv) if such Additional Notes shall be issued in the first date from form of Unrestricted Notes or Transfer Restricted Notes (in which interest case the Transfer Restricted Notes will accrue on bear the Additional Notes; legends set forth in Exhibit D (5) the date or dates and price or prices at whichcollectively, the period “Transfer Restriction Legend”)), the transfer restrictions in respect of Notes that are, respectively, Transfer Restricted Notes or periods within whichUnrestricted Notes; provided that such issuance shall be made in compliance with this Indenture; provided, and the terms and conditions upon whichfurther, such that no Additional Notes may be redeemedissued with the same “CUSIP”, “ISIN” or “Common Code” number as other Notes unless it is so permitted in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of accordance with applicable law and such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes issued on the Closing Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Notes, includingthe Company shall set forth in an Officers’ Certificate, without limitationa copy of which shall be delivered to the Trustee, waiversor in a supplemental indenture, amendmentsthe following information: (1) the aggregate principal amount of Notes outstanding immediately prior to the issuance of such Additional Notes; (2) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (3) the issue price, redemptions if any, the issue date of such Additional Notes and offers the amount of interest payable on the first interest payment date applicable thereto (but only if different than the amount of interest payable on the Notes outstanding immediately prior to purchasethe issuance of such Additional Notes on the first interest payment applicable to the Additional Notes); (4) the “CUSIP”, “ISIN” or “Common Code” number, as applicable, of such Additional Notes; and (5) whether such Additional Notes shall be Transfer Restricted Notes or Unrestricted Notes.

Additional Notes. (a) The Borrower hereby grants to DK and its Affiliates the right to purchase, subject to the terms and conditions set forth herein, twenty million dollars ($20,000,000) aggregate principal amount of additional Notes that may be authenticated and delivered under this Indenture is unlimited(the “Purchasers Optional Notes”). The Any such election to purchase Purchasers Optional Notes may be issued exercised in whole, or from time to time in part, within six (6) months after the Funding Date, upon written notice from DK, or its Affiliate, as applicable, to the Borrower; provided, however, that the right to purchase Purchasers Optional Notes shall be subject to the Borrower’s consent if (i) DK is in possession of material non-public information with respect to a Major Transaction (including a Common Stock Major Transaction) that has not been publicly announced or (ii) a Major Transaction has been publicly announced (including a Common Stock Major Transaction). Purchasers Optional Notes shall have the same terms and conditions as the Notes, including with respect to the Conversion Price thereof, which shall be the same as the Conversion Price of the Notes. Borrower agrees to pay (or to otherwise cause to be transferred to) DK or its Affiliate, as applicable, on the funding date of Purchasers Optional Notes either (x) an amount equal to one and one-half percent (1.5%) of the original principal amount of the Purchasers Optional Notes, which DK or its Affiliate, as applicable, shall deduct from the purchase price of such Purchasers Optional Notes and shall be deemed to be fully earned by and paid to DK or its Affiliate, as applicable, on the funding date of such Purchasers Optional Notes or (y) an amount equal to two and one-half percent (2.5%) of the original principal amount of such Purchasers Optional Notes, in Common Stock at the VWAP Price; provided that five (5) Business Days prior to the funding date of such Purchasers Optional Notes, the Borrower shall provide written notice to DK with its election between (x) or (y) above. (b) In the event DK or its Affiliate does not exercise their right to purchase the Purchasers Optional Notes in full on, or prior to the date that is six (6) months after the Funding Date (the “Expiration Date”), after the Expiration Date, the Borrower may issue the Purchasers Optional Notes that are unissued on the Expiration Date (the “Third Party Additional Notes”) to a third party purchaser. Third Party Additional Notes shall have the same terms and conditions as the Notes other than with respect to the Conversion Price thereof, which may be higher than the Conversion Price of the Notes. (c) DK and the Borrower may agree for DK or any Affiliate to purchase, at any time and from time to time after the Funding Date, subject to the terms and conditions set forth herein, one or more series additional Notes (any such the “Mutually Agreed Additional Notes” and, collectively with the Purchasers Optional Notes issued subsequent to and the Issue DateThird Party Additional Notes, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical Notwithstanding anything to the terms of the Initial Notescontrary herein, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Mutually Agreed Additional Notes will be issued; shall not exceed twenty-five million dollars (3) the price at which the $25,000,000). Mutually Agreed Additional Notes will be issued; (4) shall have the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the same terms and conditions upon whichas the Notes. Borrower agrees to pay (or to otherwise cause to be transferred to) DK or its Affiliate, such as applicable, on the funding date of Mutually Agreed Additional Notes may be redeemed, in whole or in part pursuant either (x) an amount equal to any special mandatory redemption using amounts released from any escrow account into which proceeds one and one-half percent (1.5%) of the issuance original principal amount of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Mutually Agreed Additional Notes, and which DK or its Affiliate, as applicable, shall deduct from the relevant clearing systems. (b) Any purchase price of such Mutually Agreed Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption and shall be deemed to be substantially identical fully earned by and paid to DK or its Affiliate, as applicable, on the funding date of such series Mutually Agreed Additional Notes or (y) an amount equal to two and one-half percent (2.5%) of the original principal amount of such Mutually Agreed Additional Notes, in Common Stock at the VWAP Price; provided that five (5) Business Days prior to the funding date of such Mutually Agreed Additional Notes, the Borrower shall provide written notice to DK with its election between (x) or (y) above. Additional Notes only following shall be a “Note” for all purposes of this Agreement and the date on which other Note Documents. The effectiveness of any Additional Note may be subject to the satisfaction of such additional conditions as the Borrower and the Purchasers purchasing such Additional Notes Special Mandatory Redemption provision ceases to applymay agree. If Holdings, the Borrower and any Subsidiary may use the proceeds of the Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such any purpose as mutually agreed by the Borrower and the Purchasers purchasing the Additional Notes. Each of the Additional Notes will have a separate CUSIP or other identifying numbershall be issued and sold to the Purchasers pursuant to this Agreement. The Initial Notes and any Purchasers of the Third Party Additional Notes subsequently issued under shall deliver a joinder agreement to this Indenture will be treated Agreement substantially in the form attached hereto as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.Exhibit D.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more of a series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms Notes of such series issued on the Initial Notesdate hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) have a different issue date than other Outstanding Notes of such series; (ii) have a different issue price than other Outstanding Notes of such series; (iii) have a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) have a different amount of interest that has accrued prior to the aggregate principal amount issue date of such Additional Notes; (2) the date or dates Notes than has accrued on which other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes of one of the applicable series issued on the date hereof; and provided further, such the Additional Notes will have the same CUSIP number as the Notes of the applicable series issued on the date hereof. No Additional Notes of a separate CUSIP or other identifying numberseries may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes of any series issued on the date hereof and any Additional Notes subsequently issued under this Indenture will of the same series shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. The Company may offer, in an offering complying with the applicable requirements for exemption from registration under the Securities Act, up to $24,999,999 in aggregate principal amount (athe “Additional Notes Cap”) The aggregate amount of the Additional Notes to Additional Notes Purchasers on terms that may be authenticated are not more favorable to such investors in any respect than the terms set forth in this Agreement and delivered under are not inconsistent with the obligations of the Company set forth in this Indenture is unlimited. The Notes may be issued Agreement, unless, in one or more series each case, agreed in writing by the Purchaser (any such Notes issued subsequent to the Issue Dateoffering, the “Additional NotesNotes Offering”), subject, in the case of Additional Notes, in ; provided that (i) subject to compliance with Section 4.04 and Section 4.06. Any the following sentence, definitive documentation for the Additional Notes issued will have terms Offering may contain conditions to closing that are substantially identical different from the conditions to the terms of the Initial Notes, except in respect of any of the following terms, which shall be Closing set forth in a supplemental indenture this Agreement, (ii) any Additional Notes Offering shall not require the approval of the Company’s stockholders, whether by contract, applicable law, the rules and regulations of Nasdaq or Officer’s Certificate: otherwise, and (1iii) the aggregate principal amount of such Company Group shall not provide the Additional Notes; Notes Purchasers with (2x) the date right to designate any observer, director or dates other member to the Board of Directors or the governing body of any other member of the Company Group or (y) any information rights that are based on which ownership of Company Common Stock (for example, such as the rights provided in Section 4.09). The Additional Notes will be issued; (3) constitute the price at which same series as this Note. The closing of the Additional Notes will Offerings shall not occur prior to the Closing; provided that, for the avoidance of doubt, prior to the Closing, the Company shall be issued; permitted to issue convertible securities (4the “Bridge Notes”) the first interest payment date and the first date from which interest will accrue on to the Additional Notes; (5) Notes Purchasers in an amount up to the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemedCap, subject to such convertible securities automatically converting into the Additional Notes at the Closing in whole or in part pursuant an amount up to the Additional Notes Cap and such additional securities not being convertible into any special mandatory redemption using amounts released from any escrow account into which proceeds other security of the issuance of such Additional Notes are deposited pending consummation of Company Group per their contractual terms. The Company shall not enter into, or amend or modify, any acquisition, Investment, refinancing agreements or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers terms with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes Offering (including with respect to the Bridge Notes) in a manner that are substantially identical in all material respects to any other series has the effect of Notes but for being subject to an establishing rights or otherwise benefiting the Additional Notes Special Mandatory Redemption shall be deemed Purchasers in a manner that is more favorable to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesPurchaser than the rights and benefits established in favor of the Purchaser by this Agreement. In furtherance of the foregoing, such any registration rights provided to the Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will Purchasers shall not be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.inconsistent with the registration rights provided by Article V.

Additional Notes. (a) The aggregate amount Issuer may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Holders, create and delivered under issue pursuant to this Indenture is unlimited. The Notes may be issued in one or more series additional notes (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) that shall have terms and conditions identical to those of the other Outstanding Notes, subject, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the case of Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in compliance with Section 4.04 any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and Section 4.06. Any any Additional Notes issued will have terms shall be treated as a single series for all purposes under this Indenture; provided that are substantially identical the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the terms of the Initial extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, except in respect of any of the following terms, which shall be Issuer will set forth in a supplemental indenture or an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to this Indenture; (2ii) the date or dates on which Issue Date and the issue price of such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such ; provided that no Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of issued at a price that would cause such Additional Notes are deposited pending consummation to have “original issue discount” within the meaning of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) Section 1273 of the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any unless such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any similar number from other Notes; and (iii) whether such Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes subject to transfer restrictions under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasethe Securities Act (or other applicable securities laws).

Additional Notes. (a) The aggregate amount of Company shall be entitled, from time to time, without notice to, or the consent of, the Holders and subject to compliance with Section 4.08, to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such that shall have identical terms as the Initial Notes issued subsequent to on the Issue Datedate hereof (except for the issue price, the “Additional Notes”date from which interest first accrues and the first interest payment date), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms ; provided that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) secured by the price at which Collateral equally and ratably with the Additional Notes will be issued; (4) to the first interest payment date and extent the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisitionsecured; provided, Investmentfurther, refinancing or other transaction (that if such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying and ISIN number. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitationincluding directions, waivers, amendments, consents, redemptions and offers Change of Control Offers. No Additional Notes may be issued if an Event of Default has occurred. With respect to purchaseany Additional Notes, the Company shall set forth in a Board Resolution and an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the Issue Date and the CUSIP and/or ISIN number of such Additional Notes; and (3) whether such Additional Notes shall be Restricted Notes.

Additional Notes. (a) The aggregate amount So long as no Charter Event of ---------------- Default or Indenture Event of Default shall have occurred and be continuing, Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in of one or more series (may be issued under and secured by this Indenture at any such Notes issued subsequent time or from time to time, subject to the Issue Dateconditions hereinafter provided in this Section 2.08, for the “Additional Notes”), subject, in purpose of providing funds to finance (i) the case cost of Additional Notes, in compliance with any Modifications to the Vessel undertaken pursuant to Article 13 of the Charter or (ii) the cost of any Alteration to the Vessel undertaken pursuant to Section 4.04 and Section 4.0615 of the Construction Contract. Any Additional Notes issued will hereunder may be issued to any Person, including, without limitation affiliates of the Guarantor, other than the Pass Through Trustee. (b) Prior to the issuance of any Additional Notes of any series pursuant to this Section 2.08, the Owner Trust shall have terms that received from the Owner Participant and delivered to the Indenture Trustee, not less than thirty (30) days prior to the proposed date of issuance of such Additional Notes, a request and authorization to issue Additional Notes (a "Request"), which Request ------- shall include the amount and series of such Additional Notes, the proposed date of issuance of such Additional Notes and other details with respect thereto which are not inconsistent with this Section 2.08. Such Additional Notes shall have a designation so as to distinguish such Additional Notes from the Initial Secured Notes and Additional Notes of any other series, but otherwise shall be substantially identical similar in form to the Initial Secured Notes, with such omissions therefrom, variations therein and additions thereto as shall be appropriate. Such Additional Notes shall be denominated and payable in United States Dollars and shall rank pari passu with, or subordinate to, all other Secured Notes issued pursuant to the terms hereof; provided that, if any Additional Notes are issued that rank subordinate to any Secured Notes, any additional issuances of Additional Notes, as provided hereunder, may rank senior to such subordinated Additional Notes but not senior to the Secured Notes originally issued hereunder. (c) The terms, conditions and designations of such Additional Notes (which shall be consistent with the Request and with the terms of this Indenture and of the Initial Notes, except in respect of any of the following terms, which Participation Agreement) shall be set forth in a supplemental supplement to this Indenture in form and substance reasonably satisfactory to the Indenture Trustee, which shall be executed by the Owner Trust and the Indenture Trustee. Such indenture or Officer’s Certificatesupplement shall set forth: (1i) the aggregate principal amount of such Additional Notes; Notes (2) the date or dates on which such amount with respect to Additional Notes will be issued; issued pursuant to clause (3a)(i) or a(ii) of this Section 2.08 shall not exceed 100% of the price at which cost of such Modifications or Alterations, as the case may be) and the premium, if any, and interest thereon; (ii) after giving effect to the issuance of the Additional Notes will be issued; pursuant to clause (4a)(ii) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at whichof this Section 2.08, the period or periods within which, and the terms and conditions upon which, such aggregate unpaid principal amount of all Secured Notes Outstanding (including any other Additional Notes may be redeemedissued under this Section 2.08), in whole or in part pursuant which amount shall not exceed 80% of the initial cost of the Vessel; (iii) after giving effect to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such the Additional Notes are deposited pending consummation pursuant to clauses (a)(i) or (a)(ii) of this Section 2.08, the aggregate unpaid principal amount of all Secured Notes Outstanding (including any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will Section 2.08), which amount shall not exceed 85% of the total Fair Market Sales Value of the Vessel (as determined pursuant to the mutual agreement of the Owner Trust and the Charterer and otherwise by the Appraisal Procedure) after giving effect to such Modifications or Alterations. In the event that the issuance of Additional Notes shall occur prior to the Delivery Date, the Fair Market Sales Value of the Vessel shall be treated as a single class for all purposes determined by reference to the amounts paid or payable to the Builder under this Indenture, including, without limitation, waivers, amendments, redemptions the Construction Contract and offers the amounts paid or payable to purchase.the Supervisor under the Supervisory Agreement;

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will shall have terms that are substantially and conditions identical to the terms those of the Initial other Outstanding Notes, except in with respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificateto: (1i) the aggregate principal amount of such Additional Notesissue date; (2ii) the date or dates on which such Additional Notes will be issuedissue price; (3) the price at which the Additional Notes will be issued; (4iii) the first interest payment date and date; (iv) the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]accrue; and (7v) any adjustments necessary in order to conform to and ensure compliance with the ISIN, Common Code, CUSIP Securities Act (or other applicable securities identification numbers with laws), which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number). The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture; provided that the Company will use a separate CUSIP number for any Additional Notes that are not part of the same “issue” as the original Notes within the meaning of U.S. Treasury Regulations sections 1.1275-1(f) or 1.1275-2(k) and have, includingfor purposes of U.S. federal income taxation, without limitationmore than a de minimis amount of original issue discount as of the date of the issue of such Additional Notes and may use a separate CUSIP for Additional Notes to the extent necessary to comply with securities or tax law requirements. (b) With respect to any Additional Notes, waiversthe Company will set forth in an Officers’ Certificate pursuant to a resolution of the Board of Directors of the Company (the “Additional Note Board Resolutions”), amendmentscopies of which will be delivered to the Trustee, redemptions the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and offers delivered pursuant to purchasethis Indenture; (ii) the issue date and the issue price of such Additional Notes; provided that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, unless such Additional Notes have a separate CUSIP, ISIN or other similar number from other Notes; and (iii) whether such Additional Notes will be subject to transfer restrictions under the Securities Act (or other applicable securities laws).

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more of any series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms Notes of one of the Initial Notesfour series issued on the date hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) have a different issue date than other Outstanding Notes of such series; (ii) have a different issue price than other Outstanding Notes of such series; (iii) have a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) have a different amount of interest that has accrued prior to the aggregate principal amount issue date of such Additional Notes; (2) the date or dates Notes than has accrued on which other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes of one of the four series issued on the date hereof; and provided further, such the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes of one of the four series issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes of any series issued on the date hereof and any Additional Notes subsequently issued under this Indenture will of the same series shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. (a) The aggregate amount of Additional Notes that may are hereby created under, and shall be authenticated governed by, the Indenture, which Additional Notes constitute “Additional Notes ” as defined in and delivered under this the Initial Indenture is unlimitedand, except as set forth below, have the same terms as the Initial Notes. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued pursuant to this First Supplemental Indenture will have terms that are substantially identical to be issued on June 24, 2024 (the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such “Issue Date”). The Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part issued pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes this First Supplemental Indenture are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed expected to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fully fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The the Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this the Indenture, including, without limitation, waivers, amendments, redemptions and other offers to purchase, and are issued under the same CUSIP numbers and ISINs as the Initial Notes (58506D AA6 and US58506DAA63 in the case of Rule 144A Notes), except that the Additional Notes issued pursuant to Regulation S will trade separately under CUSIP number U8357D AB6 and USU8357DAB65 until at least 40 days after the Issue Date. Promptly following the expiration of 40 days following the issue date of the Additional Notes, the Issuers shall cause the beneficial interests in the Additional Notes in the form of the Regulation S Temporary Global Notes (CUSIP number U8357D AB6 and ISIN USU8357DAB65) to be exchanged for beneficial interests in the form of a Regulation S Permanent Global Note (CUSIP number U8357D AA8 and ISIN USU8357DAA82) pursuant to the Applicable Procedures of the Depository. The Issuers shall deliver written notice to the Depository commencing the mandatory exchange and the Issuers shall deliver to the Trustee a written order to authenticate a new Regulation S Permanent Global Note, along with an Officer’s Certificate and an Opinion of Counsel.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Noteholders, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, ) having terms and conditions set forth in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially Exhibit A identical to the terms those of the Initial other outstanding Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1) have a different Issue Date from the aggregate principal amount of such Additional Issue Date for other outstanding Notes; (2) the date or dates on which such Additional Notes will be issued;have a different issue price than other outstanding Notes; and (3) the price at which have terms specified in the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, Board Resolutions for such Additional Notes may be redeemed, in whole or in part pursuant making appropriate adjustments to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of this ‎Article 2 and Exhibit A (and related definitions) applicable to such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing in order to conform to and ensure compliance with the Securities Act (or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6applicable securities laws) [reserved]; and (7) the ISIN, Common Code, CUSIP and any registration rights or other securities identification numbers with respect similar agreement applicable to such Additional Notes, and which are not adverse in any material respect to the relevant clearing systems. Holder of any outstanding Notes (b) Any other than such Additional Notes Notes); provided, that are substantially identical in all material respects no adjustment pursuant to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption this ‎Section 2.14 shall be deemed to be substantially identical to such series of Notes only following the date on which any cause such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the Notes are not fungible with such Notes issued on the Issue Date for U.S. federal income tax purposes; and provided further, such that the Additional Notes will have a separate the same CUSIP or number as other identifying numberoutstanding Notes. No Additional Notes may be issued if on the Issue Date therefor any Event of Default has occurred and is continuing. The Initial Notes originally issued on the Issue Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendments, redemptions and offers to purchasepurchase and United States federal tax purposes. With respect to any issuance of Additional Notes, the Company shall deliver to the Trustee the Additional Notes Board Resolutions therefor and an Officers’ Certificate in respect of such Additional Notes and direct the Trustee to authenticate such Additional Notes in accordance with the terms hereunder, which shall together provide the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the Issue Date, issue price, amount of interest accrued and payable on the first Interest Payment Date, first Interest Payment Date, CUSIP number (if any) and corresponding ISIN of such Additional Notes; and (3) such matters as shall be applicable to such Additional Notes as described in clauses (2) and (3) of the first paragraph of this ‎Section 2.14.

Additional Notes. (a) The aggregate From time to time, subject to compliance with provisions pursuant to Sections 4.09 and 4.12 the Company is permitted to issue an unlimited principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will which shall have terms that are substantially identical to the terms of the Initial Notes, Notes except in respect of any of the following terms, terms which shall be set forth in a supplemental indenture or an Officer’s CertificateCertificate (as defined below) delivered by the Company to the Trustee: (1) the title of such Additional Notes; (2) the aggregate principal amount of such Additional Notes; (23) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first rate or rates (which may be fixed or floating) at which such Additional Notes shall bear interest and, if applicable, the interest rate basis, formula or other method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment date dates on which such interest shall be payable or the method by which such dates will be determined, the record dates for the determination of holders thereof to whom such interest is payable and the first date from basis upon which such interest will accrue on the Additional Notesbe calculated; (5) the currency or currencies in which such Additional Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be payable; (6) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into part; (7) if other than in denominations of £100,000 and in integral multiples of £1,000 in excess thereof, the denominations in which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]shall be issued and redeemed; and (7) 8) the ISIN, Common Code, CUSIP Code or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any . Such Additional Notes that will be treated, along with all other Notes, as a single class for the purposes of the Indenture with respect to waivers, amendments and all other matters which are not specifically distinguished for such series, as described under “—Amendments and waivers.” Additional Notes may be designated to be of the same series as the Notes initially issued on the Issue Date, but only if they have terms substantially identical in all material respects to any other the initial Notes, and shall be consolidated and deemed to form one single series of and references to the Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of include the Notes only following initially issued on the date on which Issue Date as well any such Additional Notes Special Mandatory Redemption provision ceases to apply. If Notes; provided that any Additional Notes that are not fungible with such Notes for U.S. federal income tax purposes, such Additional purposes with any Notes previously issued will have be issued with a separate CUSIP ISIN, Common Code or other identifying securities identification number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated , as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseapplicable.

Additional Notes. (a) The aggregate amount So long as no Charter Event of ---------------- Default or Indenture Event of Default shall have occurred and be continuing, Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in of one or more series (may be issued under and secured by this Indenture at any such Notes issued subsequent time or from time to time, subject to the Issue Dateconditions hereinafter provided in this Section 2.08, for the purpose of providing funds to finance (i) a portion of the initial cost of the Vessel if the U.K. Financing is not concluded and (ii) the cost of any Modifications to the Vessel undertaken pursuant to Article 13 of the Charter. (b) Prior to the issuance of any Additional Notes of any series pursuant to this Section 2.08, the “Additional Notes”)Owner Trust shall have received from the Owner Participant and delivered to the Indenture Trustee, subject, in not less than thirty (30) days prior to the case proposed date of issuance of such Additional Notes, in compliance with Section 4.04 a request and Section 4.06. Any authorization to issue Additional Notes (a "Request"), which Request ------- shall include the amount and series of such Additional Notes, the proposed date of issuance of such Additional Notes and other details with respect thereto which are not inconsistent with this Section 2.08. Such Additional Notes shall have a designation so as to distinguish such Additional Notes from the Initial Secured Notes and Additional Notes of any other series, but otherwise shall be substantially similar in form to the Initial Secured Notes, with such omissions therefrom, variations therein and additions thereto as shall be appropriate. Such Additional Notes shall be denominated and payable in United States Dollars and shall rank pari passu with all other Secured Notes issued will have terms that are substantially identical pursuant to the terms hereof. (c) The terms, conditions and designations of such Additional Notes (which shall be consistent with the Request and with the terms of this Indenture and of the Initial Notes, except in respect of any of the following terms, which Participation Agreement) shall be set forth in a supplemental supplement to this Indenture in form and substance satisfactory to the Indenture Trustee, which shall be executed by the Owner Trust and the Indenture Trustee. Such indenture or Officer’s Certificatesupplement shall set forth: (1i) after giving effect to the issuance of the Additional Notes pursuant to clause (a)(i) of this Section 2.08, the aggregate unpaid principal amount of such Additional Notes; all Secured Notes Outstanding (2which shall not exceed 80% of the initial cost of the Vessel to the Owner Trust); (ii) after giving effect to the date or dates on which such Additional Notes will be issued; (3) the price at which issuance of the Additional Notes will be issued; pursuant to clauses (4a)(i) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5a)(ii) the date or dates and price or prices at whichof this Section 2.08, the period or periods within which, and the terms and conditions upon which, such aggregate unpaid principal amount of all Secured Notes Outstanding (including any other Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated Section 2.08) (which shall not exceed 85% of the total Fair Market Sales Value of the Vessel (as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers determined pursuant to purchase.the Appraisal Procedure) after giving effect to such Modifications);

Additional Notes. (a) The aggregate amount So long as no Charter Event of ---------------- Default or Indenture Event of Default shall have occurred and be continuing, Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in of one or more series (may be issued under and secured by this Indenture at any such Notes issued subsequent time or from time to time, subject to the Issue Dateconditions hereinafter provided in this Section 2.08, for the purpose of providing funds to finance (i) a portion of the initial cost of the Vessel if the U.K. Financing is not concluded, (ii) the cost of any Modifications to the Vessel undertaken pursuant to Article 13 of the Charter and (iii) the cost of any Alteration to the Vessel undertaken pursuant to Section 15 of the Construction Contract. (b) Prior to the issuance of any Additional Notes of any series pursuant to this Section 2.08, the “Additional Notes”)Owner Trust shall have received from the Owner Participant and delivered to the Indenture Trustee, subject, in not less than thirty (30) days prior to the case proposed date of issuance of such Additional Notes, in compliance with Section 4.04 a request and Section 4.06. Any authorization to issue Additional Notes (a "Request"), which Request ------- shall include the amount and series of such Additional Notes, the proposed date of issuance of such Additional Notes and other details with respect thereto which are not inconsistent with this Section 2.08. Such Additional Notes shall have a designation so as to distinguish such Additional Notes from the Initial Secured Notes and Additional Notes of any other series, but otherwise shall be substantially similar in form to the Initial Secured Notes, with such omissions therefrom, variations therein and additions thereto as shall be appropriate. Such Additional Notes shall be denominated and payable in United States Dollars and shall rank pari passu with all other Secured Notes issued will have terms that are substantially identical pursuant to the terms hereof. (c) The terms, conditions and designations of such Additional Notes (which shall be consistent with the Request and with the terms of this Indenture and of the Initial Notes, except in respect of any of the following terms, which Participation Agreement) shall be set forth in a supplemental supplement to this Indenture in form and substance satisfactory to the Indenture Trustee, which shall be executed by the Owner Trust and the Indenture Trustee. Such indenture or Officer’s Certificatesupplement shall set forth: (1i) after giving effect to the issuance of the Additional Notes pursuant to clause (a)(i) of this Section 2.08, the aggregate unpaid principal amount of such Additional Notes; all Secured Notes Outstanding (2which shall not exceed 80% of the initial cost of the Vessel to the Owner Trust); (ii) after giving effect to the date or dates on which such Additional Notes will be issued; (3) the price at which issuance of the Additional Notes will be issued; pursuant to clauses (4a)(i) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5a)(ii) the date or dates and price or prices at whichof this Section 2.08, the period or periods within which, and the terms and conditions upon which, such aggregate unpaid principal amount of all Secured Notes Outstanding (including any other Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated Section 2.08) (which shall not exceed 85% of the total Fair Market Sales Value of the Vessel (as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers determined pursuant to purchase.the Appraisal Procedure) after giving effect to such Modifications or Alterations);

Additional Notes. (a) The aggregate amount Company shall be entitled, from time to time, without notice to, or the consent of the Holders and subject to compliance with Section 4.08, to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such that shall have identical terms as the Initial Notes issued subsequent on the date hereof, other than with respect to the Issue Datedate of issuance, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such issue price; provided that any Additional Notes may will be redeemed, in whole or in part pursuant secured by the Collateral equally and ratably with the Notes to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional extent the Notes are deposited pending consummation of any acquisitionsecured; provided, Investmentfurther, refinancing or other transaction (that if such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying and ISIN number. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitationincluding directions, waivers, amendments, consents, redemptions and offers Change of Control Offers. No Additional Notes may be issued if an Event of Default has occurred. With respect to purchaseany Additional Notes, the Company shall set forth in a Board Resolution and an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the Issue Date and the CUSIP and/or ISIN number of such Additional Notes; and (3) whether such Additional Notes shall be Restricted Notes.

Additional Notes. (a) The aggregate amount of Company shall be entitled, subject to its compliance with Article Four, to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimitedSupplemental Indenture. The Any Additional Notes may shall be part of the same series as the Initial Notes issued on the Issue Date, rank equally with the Initial Notes and have identical terms and conditions to the Initial Notes in all respects other than (a) the date of issuance, (b) the issue price, (c) rights under a related Registration Rights Agreement, if any, and (d) at the option of the Company, (i) as to the payment of interest accruing prior to the issue date of such Additional Notes, and (ii) the first payment of interest following the issue date of such Additional Notes. (b) With respect to any Additional Notes, there shall be (a) established in or pursuant to a Board Resolution and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more series (any such Notes issued subsequent indentures supplemental to the Issue DateIndenture, prior to the “issuance of such Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to the Indenture; (2ii) the issue price, the issue date or dates on (and the corresponding date from which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) interest shall accrue thereon and the first interest payment date therefor) and the first date from which interest will accrue on the CUSIP or ISIN number of such Additional Notes; (5iii) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, whether such Additional Notes may shall be redeemedsubject to the restrictions on transfer set forth in Section 1.11 relating to Restricted Global Notes and Restricted Definitive Notes; and (iv) if applicable, that such Additional Notes shall be issuable in whole or in part pursuant in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in, as applicable, Exhibit A1 or Exhibit A2 hereto and any special mandatory redemption using amounts released from circumstances in addition to or in lieu of those set forth in, as applicable, Exhibit A1 or Exhibit A2 in which any escrow account into which proceeds of the issuance such Global Notes may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Additional Notes are deposited pending consummation Global Note in whole or in part may be registered, in the name or names of any acquisition, Investment, refinancing Persons other than the depositary for such Global Note or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsa nominee thereof. (bc) Any Additional Notes that are substantially identical in all material respects to If any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series the terms of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesestablished by action taken pursuant to a Board Resolution, such a copy thereof shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental to the Indenture setting forth the terms of the Additional Notes will have a separate CUSIP or other identifying number. Notes. (d) The Initial Notes and any Additional Notes subsequently issued upon original issue under this Indenture will and all Exchange Notes issued in exchange therefor shall be treated considered collectively as a single class for all purposes under this of the Indenture, including, without limitationincluding directions, waivers, amendments, consents, redemptions and offers to purchase. Holders of the Initial Notes and any Additional Notes and all Exchange Notes issued in exchange therefor will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or any Additional Notes or any Exchange Notes issued in exchange therefor shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (e) Notwithstanding anything else herein, with respect to any Additional Notes issued subsequent to the Issue Date, when the context requires, (1) all references in this Article One herein and elsewhere in this Supplemental Indenture to a Registration Rights Agreement shall be to the registration rights agreement entered into with respect to such Additional Notes, (2) any references in this Supplemental Indenture to the Exchange Offer, Exchange Offer Registration Statement, Shelf Registration Statement, Initial Purchasers, and any other term related thereto shall be to such terms as they are defined in such Registration Rights Agreement entered into with respect to such Additional Notes, (3) all time periods described in the Notes with respect to the registration of such Additional Notes shall be as provided in such Registration Rights Agreement entered into with respect to such Additional Notes, (4) any Additional Interest, if set forth in such Registration Rights Agreement, may be paid to the Holders of the Additional Notes immediately prior to the making or the consummation of the Exchange Offer regardless of any other provisions regarding record dates herein and (5) all provisions of this Supplemental Indenture shall be construed and interpreted to permit the issuance of such Additional Notes and to allow such Additional Notes to become fungible and interchangeable with the Initial Notes originally issued under the Supplemental Indenture (and Exchange Notes issued in exchange therefor). Indebtedness represented by Additional Notes shall be subject to the covenants contained in this Supplemental Indenture.

Additional Notes. (a) The aggregate amount Additional Notes (each, an “Additional Note”) of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes the Lessor may be issued under and secured by this Indenture, at any time or from time to time, in one or more series (any such Notes issued subsequent addition to the Issue DateInitial Notes and subject to the conditions hereinafter provided in this Section 2.12, the “Additional Notes”), subject, for cash in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical amount equal to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate original principal amount of such Additional Notes, for the purpose of (i) providing funds in connection with a Supplemental Financing pursuant to Section 11.1 of the Participation Agreement for the payment of all or any portion of Modifications to the Facility pursuant to Section 8 of the Facility Lease or (ii) redeeming any previously issued Notes pursuant to an optional refinancing pursuant to Section 11.2 of the Participation Agreement and providing funds for the payment of all reasonable costs and expenses in connection therewith. (b) Before any Additional Notes shall be issued under the provisions of this Section 2.12, the Lessor shall have delivered to the Indenture Trustee, not less than five (5) (unless a shorter period shall be satisfactory to the Indenture Trustee) days nor more than sixty (60) days prior to the proposed date of issuance of any Additional Notes, a request and authorization to issue such Additional Notes, which request and authorization shall include the amount of such Additional Notes, the proposed date of issuance and terms thereof and (except in connection with a refinancing of all of the then outstanding Notes pursuant to Section 11.2 of the Participation Agreement) a certification that such terms thereof are not inconsistent with this Indenture. Such Additional Notes shall have a designation so as to distinguish such Additional Notes from the Initial Notes and other Additional Notes theretofore issued, but otherwise shall rank pari passu with any Notes then outstanding, be entitled to the same benefits and security of this Indenture as the other Notes issued pursuant to the terms hereof, be dated the date of original issuance of such Additional Notes, bear interest at such rates as shall be agreed between the Lessee and the Lessor and indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the final maturity date of the Initial Notes issued on the Closing Date. The Additional Notes shall not be subject to (i) purchase except as provided in Section 4.4(e) hereof or (ii) redemption except as provided in Section 2.10 hereof. (c) The terms, conditions and designations of such Additional Notes (which shall be consistent with this Indenture, except in the case of a refinancing of all of the Notes pursuant to Section 11.2 of the Participation Agreement) shall be set forth in an indenture supplemental to this Indenture executed by the Lessor and the Indenture Trustee. Such Additional Notes shall be executed as provided in Section 2.3 hereof and deposited with the Indenture Trustee for authentication, but before such Additional Notes shall be authenticated and delivered by the Indenture Trustee there shall be filed with the Indenture Trustee the following, all of which shall be dated as of the date of the supplemental indenture: (i) a copy of such supplemental indenture (which shall include the form of such Additional Notes and the certificate of authentication in respect thereof); (ii) an Officer’s Certificate from the Lessee (1) stating that no Lease Event of Default has occurred and is continuing under the Facility Lease, (2) stating that the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds respect of the issuance of such Additional Notes contained in this Section 2.12 have been satisfied, (3) specifying the amount of the costs and expenses relating to the issuance and sale of such Additional Notes, (4) stating that payments pursuant to the Facility Lease and all supplements thereto of Periodic Rent and Termination Amount, together with all other amounts payable pursuant to the terms of the Facility Lease, are deposited pending consummation calculated to be sufficient to pay when due all of any acquisitionthe principal of and interest on the outstanding Notes, Investment, refinancing or other transaction (after taking into account the issuance of such redemption, an “Additional Notes Special Mandatory Redemption”)and any related redemption of Notes theretofore outstanding, and (5) all conditions to the Supplemental Financing or refinancing contained in Section 11.1 or 11.2, respectively of the Participation Agreement or in any other provision of the Operative Documents have been satisfied; (6iii) [reserved]with respect to any Supplemental Financing, an Officer’s Certificate from the Lessor stating that no Indenture Default under clauses (b) through (f) of Section 4.2 hereof or Indenture Event of Default as to the Lessor, as the case may be, has occurred and is continuing; (iv) such additional documents, certificates and opinions as shall be reasonably required by the Indenture Trustee, and as shall be reasonably acceptable to the Indenture Trustee; (v) a request and authorization to the Indenture Trustee by the Lessor to authenticate and deliver such Additional Notes to or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are stated therein, upon payment to the Indenture Trustee, but for the account of the Lessor, of the sum or sums specified in such request and authorization; (vi) the consent of the Lessee to such request and authorization; and (7vii) an opinion of counsel to the ISINLessor who shall be reasonably satisfactory to the Indenture Trustee, Common Codeas to the authorization, CUSIP or other securities identification numbers with respect validity and enforceability of the Additional Notes and that all conditions hereunder to the authentication and delivery of such Additional Notes, and the relevant clearing systemsNotes have been complied with. (bd) Any When the documents referred to in the foregoing clauses (i) through (vii) above shall have been filed with the Indenture Trustee and when the Additional Notes that are substantially identical described in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption the above mentioned request and authorization shall be deemed to be substantially identical to such series of Notes only following have been executed and authenticated as required by this Indenture and the date on which any related supplemental indenture, the Indenture Trustee shall deliver such Additional Notes Special Mandatory Redemption provision ceases in the manner described in clause (v) above, but only upon payment to apply. If any Additional Notes are not fungible with the Indenture Trustee of the sum or sums specified in such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes request and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseauthorization.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent Subject to the Issue Datelimitations set forth under ‎Section 4.1(f), and ‎Section 4.1(g), the “Additional Notes”)Issuer may, subjectwithout the consent of Holders, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsincur additional Indebtedness. (b) At the Issuer’s option, this additional Indebtedness may consist of additional Notes (“Additional Notes”) issued pursuant to this Indenture in one or more transactions, which have identical terms (other than issue price, issue date and date from which the interest thereon will accrue) as the Notes issued on the Closing Date. (c) Any Additional Notes that are substantially identical in all material respects will be consolidated and form a single class with the Notes issued on the Closing Date, so that, among other things, Holders of any Additional Notes will have the right to any other series vote together with Holders of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to issued on the Closing Date as one class; provided, however, that if such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Notes for U.S. federal income tax purposes, such the Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes number and any ISIN. (d) In authenticating such Additional Notes, the Trustee shall receive, and shall be fully protected in relying upon, an Opinion of Counsel which shall state: (i) that the form and terms of such Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under have been established in conformity with the provisions of this Indenture; and (ii) that such Additional Notes, includingwhen authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, without limitationwill constitute legal, waiversvalid and binding obligations of the Issuer, amendmentsenforceable against the Issuer in accordance with their terms, redemptions subject to bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws relating to or affecting the rights and offers remedies of creditors generally and to purchasegeneral principles or equity.

Additional Notes. (a) The aggregate amount of Company shall be entitled, subject to its compliance with Article Four, to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimitedSupplemental Indenture. The Any Additional Notes may shall be part of the same series as the Initial Notes issued on the Issue Date, rank equally with the Initial Notes and have identical terms and conditions to the Initial Notes in all respects other than (a) the date of issuance, (b) the issue price, and (c) at the option of the Company, (i) as to the payment of interest accruing prior to the issue date of such Additional Notes, and (ii) the first payment of interest following the issue date of such Additional Notes. (b) With respect to any Additional Notes, there shall be (a) established in or pursuant to a Board Resolution and (b) (i) set forth or determined in the manner provided in an Officers’ Certificate or (ii) established in one or more series (any such Notes issued subsequent indentures supplemental to the Issue DateIndenture, prior to the “issuance of such Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to the Indenture; (2ii) the issue price, the issue date or dates on (and the corresponding date from which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) interest shall accrue thereon and the first interest payment date therefor) and the first date from which interest will accrue on the CUSIP or ISIN number of such Additional Notes; (5iii) the date or dates and price or prices at whichif applicable, the period or periods within which, and the terms and conditions upon which, that such Additional Notes may shall be redeemed, issuable in whole or in part pursuant in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any special mandatory redemption using amounts released from circumstances in addition to or in lieu of those set forth in Exhibit A in which any escrow account into which proceeds of the issuance such Global Notes may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Additional Notes are deposited pending consummation Global Note in whole or in part may be registered, in the name or names of any acquisition, Investment, refinancing Persons other than the depositary for such Global Note or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsa nominee thereof. (bc) Any Additional Notes that are substantially identical in all material respects to If any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series the terms of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesestablished by action taken pursuant to a Board Resolution, such a copy thereof shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental to the Indenture setting forth the terms of the Additional Notes will have a separate CUSIP or other identifying number. Notes. (d) The Initial Notes and any Additional Notes subsequently issued upon original issue under this Supplemental Indenture will shall be treated considered collectively as a single class for all purposes under this of the Indenture, including, without limitationincluding directions, waivers, amendments, consents, redemptions and offers to purchase. Holders of the Initial Notes and any Additional Notes therefor will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the Holders of the Initial Notes or any Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (e) Notwithstanding anything else herein, with respect to any Additional Notes issued subsequent to the Issue Date, when the context requires, all provisions of this Supplemental Indenture shall be construed and interpreted to permit the issuance of such Additional Notes and to allow such Additional Notes to become fungible and interchangeable with the Initial Notes originally issued under the Supplemental Indenture. Indebtedness represented by Additional Notes shall be subject to the covenants contained in this Supplemental Indenture.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimitedSECTION 1. The Notes Mortgagor, when authorized by resolution or resolutions of Its board of directors, may be issued in from time to time execute and deliver to the Government one or more series Additional Notes to evidence (1) loans made by the Government to the Mortgagor pursuant to the Ao.t; (2) indebtedness of the Mortgagor incurred by the assumption by the Mortgagor of the indebtedness of a third party or parties to the Government created by a loan or loans theretofore made by the Government to such third party or parties pursuant to the Act; or (3) obligations of the Mortgagor to the Government on account of a guarantee or guarantees made by the Government pursuant to the Act of the repayment of a loan or loans made by a legally organized lending agency or agencies to the Mortgagor. The Mortgagor, when authorized by resolution or resolutions of Its board of directors. may also from time to time execute and deliver one or more Additional Notes to refund any note or notes at the time outstanding and secured hereby, or in renewal of, or in substitution for, any such outstanding note or notes. Additional Notes issued subsequent to shall contain such provisions and shall be executed and delivered upon such terms and conditions as the Issue Date, board of directors of the “Additional Notes”), subject, Mortgagor in the case of resolution or resolutions authorizing the execution and delivery thereof and the Government shall prescribe; provided, however, that the outstanding principal balances owing on the notes shall not at any one time exceed the amount identified in the Instruments Recital as the Maximum Debt Limit, and no note shall mature more than fifty (50) years after Restated Mortgage - Telephone 100% REA Loan No Prior Bank Loan (RES-REA.NPB) 9/91 the date hereof. Additional Notes, in compliance including refunding, renewal and substitute notes, when and as executed and delivered, shall be secured by this Mortgage, equally and ratably with Section 4.04 and Section 4.06all other notes at the time outstanding. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Noteswithout preference, except in respect priority, or distinction of any of the following termsnotes over any other of the notes by reason of the priority of the time of the execution, which shall be set forth in a supplemental indenture delivery or Officer’s Certificate: (1) maturity thereof or of the aggregate principal amount of such Additional Notes; (2) the date assignment or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at whichnegotiation thereof. As used In this Mortgage, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.term "directors" includes trustees

Additional Notes. (a) The aggregate amount Issuer may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Holders, create and delivered under issue pursuant to this Indenture is unlimited. The Notes may be issued in one or more series additional notes (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will ) that shall have terms that are substantially and conditions identical to the terms those of the Initial other Outstanding Notes, except in with respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificateto: (1i) the aggregate principal amount of such Additional Notesissue date; (2ii) the date or dates amount of interest payable on which such Additional Notes will be issuedthe first Interest Payment Date therefor; (3iii) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]issue price; and (7iv) any adjustments necessary in order to conform to and ensure compliance with the ISIN, Common Code, CUSIP Securities Act (or other applicable securities identification numbers with respect laws) and any agreement applicable to such Additional Notes, and which are not adverse in any material respect to the relevant clearing systems. Holder of any Outstanding Notes (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any than such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying numberNotes). The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture; provided that the Issuer may use different ISIN or other similar numbers among Issue Date Notes and Additional Notes to the extent required to comply with securities or tax law requirements, includingincluding to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, without limitationthe Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), waiverscopies of which will be delivered to the Trustee, amendmentsthe following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the issue date and the issue price of such Additional Notes; provided that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, redemptions and offers unless such Additional Notes have a separate ISIN or other similar number from other Notes; and (iii) whether such Additional Notes will be subject to purchasetransfer restrictions under the Securities Act (or other applicable securities laws).

Additional Notes. (a) The aggregate amount of Issuer shall be entitled, subject to its compliance with Section 4.07 hereof, to issue Additional 2019 Notes that may be authenticated and delivered Additional 2021 Notes, including Exchange Notes in respect thereof, under this Indenture is unlimited. The in an unlimited aggregate principal amount, each of which shall have identical terms as the Initial 2019 Notes may or Initial 2021 Notes, respectively, other than with respect to the date of issuance and issue price and first payment of interest (and, if such Additional Notes shall be issued in one the form of Restricted Global Notes or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Restricted Certificated Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers than with respect to such Additional Notestransfer restrictions, any registration rights agreement and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible additional interest with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying numberrespect thereto). The Initial Notes 2019 and any Additional 2019 Notes subsequently issued under this Indenture will or Exchange Notes with respect to the 2019 Notes shall be treated as a single class and the Initial 2021 Notes and any Additional 2021 Notes or Exchange Notes with respect to the 2021 Notes shall be treated as a single class, in each case for all purposes under this Indenture, including, including without limitation, waivers, amendments, redemptions and offers to purchase. With respect to any Additional Notes, the Issuer shall set forth in a resolution of its Board of Directors and an Officer’s Certificate, a copy of each which shall be delivered to the Trustee and the Agent, the following information: (a) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; and (b) the issue price, the issue date and the CUSIP number(s) of such Additional Notes; provided, however, that if Additional Notes are issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Internal Revenue Code of 1986, as amended, such Additional Notes shall not have the same “CUSIP” number as the Additional Notes of the same series.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimitedSECTION 1. The Notes Mortgagor, when authorized by resolution or resolutions of its board of directors, may be issued in from time to time execute and deliver to the Government one or more series Additional Notes to evidence (1) loans made by the Government to the Mortgagor pursuant to the Act; (2) indebtedness of the Mortgagor incurred by the assumption by the Mortgagor of the indebtedness of a third party or parties to the Government created by a loan or loans theretofore made by the Government to such third party or parties pursuant to the Act; or (3) obligations of the Mortgagor to the Government on account of a guarantee or guarantees made by the Government pursuant to the Act of the repayment of a loan or loans made by a legally organized lending agency or agencies to the Mortgagor. The Mortgagor, when authorized by resolution or resolutions of its board of Form - Restated Mortgage - Telephone 1/85 100% REA Loan - No Prior Bank Loan 6-5452 directors, may also from time to time execute and deliver one or more Additional Notes to refund any note or notes at the time outstanding and secured hereby, or in renewal of, or in substitution for, any such outstanding note or notes. Additional Notes issued subsequent to shall contain such provisions and shall be executed and delivered upon such terms and conditions as the Issue Date, board of directors of the “Additional Notes”), subject, Mortgagor in the case of resolution or resolutions authorizing the execution and delivery thereof and the Government shall prescribe; provided, however, that the outstanding principal balances owing on the notes shall not at any one time exceed the amount identified in the Instruments Recital as the Maximum Debt Limit, and no note shall mature more than fifty (50) years after the date hereof. Additional Notes, in compliance including refunding, renewal and substitute notes, when and as executed and delivered, shall be secured by this Mortgage, equally and ratably with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to all other notes at the terms of the Initial Notestime outstanding, except in respect without preference, priority, or distinction of any of the following termsnotes over any other of the notes by reason of the priority of the time of the execution, delivery or maturity thereof or of the assignment or negotiation thereof. As used in this Mortgage, the term "directors" includes trustees. SECTION 2. The Mortgagor, when authorized by resolution or resolutions of its board of directors, may from time to time execute, acknowledge, deliver, record and file mortgages supplemental to this Mortgage which thereafter shall be set forth in form a part hereof, for the purpose of formally confirming this Mortgage as security for the notes. Nothing herein contained shall require the execution and delivery by the Mortgagor of a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, mortgage in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of connection with the issuance hereunder or the securing hereby of such Additional Notes are deposited pending consummation notes except as hereinafter provided in Section 12 of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsArticle II hereof. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.064.04. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial NotesNotes issued on the Issue Date, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificateindenture: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes;; AMERICAS #131484985v4 (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]the provisions relating to the granting of Liens described in clause (11) of the definition of Permitted Liens in favor of the Trustee solely for the benefit of the Trustee and the Holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the Holders of any other Notes), together with all necessary authorizations for the Trustee to enter into such arrangements; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Noteholders, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, ) having terms and conditions set forth in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially Exhibit A identical to the terms those of the Initial other outstanding Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1) have a different Issue Date from the aggregate principal amount of such Additional Issue Date for other outstanding Notes; (2) the date or dates on which such Additional Notes will be issued;have a different issue price than other outstanding Notes; and (3) the price at which have terms specified in the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, Board Resolutions for such Additional Notes may be redeemed, in whole or in part pursuant making appropriate adjustments to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of this Article 2 and Exhibit A (and related definitions) applicable to such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing in order to conform to and ensure compliance with the Securities Act (or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6applicable securities laws) [reserved]; and (7) the ISIN, Common Code, CUSIP and any registration rights or other securities identification numbers with respect similar agreement applicable to such Additional Notes, and which are not adverse in any material respect to the relevant clearing systems. Holder of any outstanding Notes (b) Any other than such Additional Notes Notes); provided, that are substantially identical in all material respects no adjustment pursuant to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption this Section 2.14 shall be deemed to be substantially identical to such series of Notes only following the date on which any cause such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the Notes are not fungible with such Notes issued pursuant to the Purchase Agreement for U.S. federal income tax purposes; and provided further, such that the Additional Notes will have a separate the same CUSIP or number as other identifying numberoutstanding Notes. No Additional Notes may be issued if on the Issue Date therefor any Event of Default has occurred and is continuing. The Initial Notes originally issued pursuant to the Purchase Agreement and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendments, redemptions and offers to purchasepurchase and United States federal tax purposes. With respect to any issuance of Additional Notes, the Company shall deliver to the Trustee a resolution of the Board of Directors and an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the Issue Date, issue price, amount of interest accrued and payable on the first Interest Payment Date, first Interest Payment Date, CUSIP number and corresponding ISIN of such Additional Notes; and (3) such matters as shall be applicable to such Additional Notes as described in clauses (3) and (3) of the preceding paragraph.

Additional Notes. (a) The aggregate amount Without the consent of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent Holder, the Company may, subject to the Issue Date, provisions of the “Additional Notes”Indenture (including ‎Section 2.04 of the Base Indenture), subjectoriginally issue additional Notes with the same terms as the Initial Notes (except, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notesextent applicable, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which interest begins to accrue on such additional Notes and the first Interest Payment Date of such additional Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other, Notes issued under this Supplemental Indenture; provided, however, that if any such Additional additional Notes Special Mandatory Redemption provision ceases to apply. If (and any Additional Notes that are resold after such Notes have been purchased or otherwise acquired by the Company or its Subsidiaries) are not fungible with such other Notes issued under this Supplemental Indenture for U.S. federal income tax purposes, for U.S. federal securities law purposes or for purposes of the Depositary Procedures, then such Additional additional or resold Notes will have a be identified by one or more separate CUSIP numbers or other identifying by no CUSIP number. The Initial In authenticating additional Notes, the Trustee will receive: (i) a copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, and if the terms and form of such Notes are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (ii) an executed supplemental indenture, if any; and (iii) an Opinion of Counsel which will state: (1) that the form and terms of such Notes have been established in conformity with the provisions of the Indenture; and (2) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any Additional Notes subsequently issued under this Indenture conditions specified in such Opinion of Counsel, will be treated as a single class for all purposes under this Indentureconstitute valid and legally binding obligations of the Company, includingenforceable in accordance with their terms, without limitationsubject to bankruptcy, waiversinsolvency, amendments, redemptions reorganization and offers other laws of general applicability relating to purchaseor affecting the enforcement of creditors’ rights and to general equity principles.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial NotesNotes issued on the Issue Date, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificateindenture: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]the provisions relating to the escrow of all or a portion of the proceeds of such Additional Notes and the granting of Liens described in clause (11) of the definition of “Permitted Liens” in favor of the Trustee solely for the benefit of the Trustee and the Holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the Holders of any other Notes), together with all necessary authorizations for the Trustee to enter into such arrangements; provided that, for so long as the proceeds of such Additional Notes are in escrow, such Additional Notes shall benefit only from such Liens and shall not be subject to any intercreditor agreement, including the Collateral Trust Agreement; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated Subject to Section 2.01(a) and delivered under this Indenture is unlimited. The Notes may be issued in one or more series the next succeeding two sentences and paragraph (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subjectb) below and Section 5.02(f)(iv) and, in the case of Additional Class E Notes, in compliance with Section 4.04 and Section 4.06. Any 5.02(f)(viii), as applicable, the Issuer may issue Additional Notes issued will pursuant to this Indenture, the proceeds of which in each case shall be used to acquire Additional Aircraft or to make payments into a Cash Collateral Account or the Collections Account as Reserved Cash or to pay expenses related thereto (each, an “Additional Issuance”). Each issuance of Additional Notes shall be authorized pursuant to one or more Board Resolutions and shall be effected (other than in the case of Additional Class E Notes) only following a Rating Agency Confirmation, and with the prior written consent of the Liquidity Facility Provider (unless the Liquidity Facility Non-Consent Event has occurred) and the Holders of the Class E Notes. Each Additional Note shall constitute a “Security” for all purposes under this Indenture and shall have such subclass and such further designations added or incorporated in such title as specified in the related Board Resolutions, in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. (b) Each Additional Note shall contain such terms that are substantially identical as may be established in or pursuant to the terms related Board Resolutions (subject to Section 2.01), in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes to the extent permitted below, and shall have the same ranking pursuant to Section 3.09 with respect to all other Obligations as the Notes of the Initial Notesclass to which such subclass of Additional Notes belong (and, except with respect to other subclasses of such class, as provided in respect of Section 3.10). Prior to any issuance, any or all of the following termsfollowing, which as applicable, with respect to the related Additional Notes shall be have been determined by the Issuer and set forth in a one or more Board Resolutions, in any indenture supplemental indenture hereto or Officer’s Certificatespecified in the form of such Notes, as the case may be: (1i) the subclass of Additional Notes to be issued; (ii) with respect to each such subclass of Additional Notes: (A) the aggregate principal amount of any such Additional Notes that may be issued; (B) the proposed date of such Additional Issuance; (C) the Scheduled Final Payment Date and the Final Maturity Date of any such Additional Notes; (2D) the date or dates on which whether any such Additional Notes will be issuedare to have the benefit of any Eligible Credit Facility or other credit support and/or any increase in Required Amount for any Cash Collateral Account for the related class or classes of Notes and, if so, the amount and terms thereof; (3E) the price rate at which the any such Additional Notes will shall bear interest or the method by which such rate shall be issueddetermined; (4F) if other than denominations of $250,000 or higher integral multiples of $1,000 (with respect to Class A Notes) or $250,000 or higher integral multiples of $1,000 (with respect to Class B Notes) or $1,000,000 or higher (with respect to Class E Notes), the first interest payment date and the first date from denomination or denominations in which interest will accrue on the any such Additional NotesNotes shall be issuable; (5G) any adjustments to be made, consistent with Section 3.10, to the date or dates and price or prices at which, applicable Pool Factors as result of the period or periods within which, and the terms and conditions upon which, issuance of any such Additional Notes may be redeemedand, in whole the case of Additional Notes that are to be Fixed Rate Notes, any adjustments to be made to the applicable Scheduled Class Percentages and a schedule of Assumed Principal Payments, if applicable; and (H) any other terms, conditions, rights and preferences (or in part pursuant limitations on such rights and preferences) relating to any special mandatory redemption using amounts released from any escrow account into such Additional Notes (which terms shall comply with Applicable Law and not be inconsistent with the requirements or restrictions of this Indenture, including Section 5.02(f)(iv)); and (iii) to what extent the proceeds of the issuance of such Additional Notes are deposited pending consummation to be used to acquire Additional Aircraft and a description of such Additional Aircraft. If any of the terms of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series issue of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases are established by action taken pursuant to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesone or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee setting forth the terms of such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseNotes.

Additional Notes. (a1) The aggregate amount Subject to Section 3.6 hereof, Additional Notes of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes the Owner Trustee may be issued under and secured by this Indenture, at any time or from time to time, in one or more series (any such Notes issued subsequent addition to the Issue DateFixed Rate Notes and subject to the conditions hereinafter provided in this Section, the “Additional Notes”), subject, for cash in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms amount of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate original principal amount of such Additional Notes; (2, for the purpose of Ci) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional 6091. CHASEUl. L(pound)ASE.07:2 -12- refunding any previously issued series of Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part and/or (ii) providing funds for the payment of all or any portion of the supplemental Financing Amount relating to capital Improvements made or installed from time to time pursuant to the Facility Lease; provided, however, that in the case of Notes issued for the purposes set forth in clause (ii) of this Section 3.5, no Note shall be issued by the Owner Trustee pursuant to this Section 3.5 unless such Notes may be pledged in accordance with Section 2.15(b) of the collateral Trust Indenture and serve as the basis for Additional Bonds. (2) Before any special mandatory Additional Notes shall be issued under the provisions of this Section 3.5, the Owner Trustee shall have received from the Owner participant, and delivered to the Indenture Trustee not less than 2 Business Days nor ▇▇▇▇ than 30 Business Days prior to the proposed date of issuance of such Additional Notes as set forth in the below mentioned request and authorization, a request and authorization to issue Additional Notes, which request and authorization shall include the amount of such Additional Notes, the date of issuance of such Additional Notes and details with respect thereto which are not inconsistent with this Section. Additional Notes shall have a designation so as to distinguish such Additional Notes from the Fixed Rate Notes but otherwise shall be substantially similar in terms to the Fixed Rate Notes, shall specify maturity dates, rank pan passu with all Notes then Outstanding, be dated their respective dates of authentication, bear interest at such rates (which may be fixed or floating) as shall be indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the last day of the Sasic Lease Term. (3) Except as to any differences in the maturity dates and amortization schedules of the Additional Notes or the rate or rates of interest thereon and the date or dates such interest is payable or the provisions for redemption using with respect thereto, if any, such Additional Notes shall be on a parity with, and shall be entitled to the same benefits and security of this Indenture as, other Notes issued pursuant to the terms hereof (4) The terms, conditions and designations of such Additional Notes (which shall be consistent with this Indenture) shall be set forth in an indenture supplemental to this Indenture executed by the Owner Trustee and the Indenture Trustee. Such Additional Notes shall be executed as provided in Section 3.2 and deposited with the Indenture Trustee for authentication, but before such Additional Notes shall be authenticated and delivered by the Indenture Trustee there shall be filed with the Indenture Trustee, in addition to the other documents and certificates required by this Section 3.5, the following, all of which shall be dated as of the date of the supplemental indenture: (a) a copy of such supplemental indenture (which shall include the form of such series of Notes in respect thereof) (b) a certificate of a Responsible officer of the Owner Trustee ci) stating that to the best of his knowledge, no Default or Event of Default or Indenture Event of Default has occurred and is continuing and (ii) stating, in reliance upcn a certificate of ~ nesponsible Officer of the Lessee as to such matters, that payments pursuant to the Facility Lease of Basic Rent, casualty value, Special casualty Value and Termination value and of amounts released from any escrow in respect of the exercise of the cure Option are sufficient to pay all the outstanding Notes, after taking into account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of and any acquisition, Investment, refinancing or other transaction (such related redemption, an “Additional Notes Special Mandatory Redemption”); (6c) [reserved]such additional documents, certificates and opinions as shall be reasopably requested by, and acceptable to, the Owner Trustee and the Indenture Trustee; (d) a request and authorization to the Indenture Trustee by or on behalf of the owner Trustee to authenticate and deliver such Additional Notes to or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are stated therein, upon payment to the Indenture Trustee, but for the account of the Owner Trustee, of the sum or sums specified in such request and authorization; and (7e) an opinion of counsel to the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and effect that the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series conditions precedent required under this Indenture for the issuance of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases have been complied with. When the documents referred to apply. If any Additional Notes are not fungible in the foregoing clauses (a) through (e) above shall have been filed with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes the Indenture Trustee and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.when the

Additional Notes. (a) The aggregate amount So long as no Indenture Event ---------------- of Default or an Indenture Default described in Section 5.02(a) or (f) shall have occurred and be continuing, Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in of one or more series (may be issued under and secured by this Indenture at any such Notes issued subsequent time or from time to time, and subject to the Issue Dateconditions hereinafter provided in this Section 2.08, for the “purpose of financing EEX's share of the cost of any Non-severable Modification or any Severable Modification required by law to the Production System or any Component thereof. (b) Prior to the issuance of any Additional Notes”)Notes of any series pursuant to this Section 2.08, subjectEEX shall have delivered to the Indenture Trustee, in not less than forty-five (45) days prior to the case proposed date of issuance of such Additional Notes, in compliance with Section 4.04 a request and Section 4.06. Any authorization to issue Additional Notes (a "Request"), which Request shall include the amount of such Additional Notes, the proposed date of issuance of such Additional Notes, and other details with respect thereto which are not inconsistent with this Section 2.08. Such Additional Notes shall have a designation so as to distinguish such Additional Notes from the Initial Secured Notes and any other Additional Notes that may have been issued will have terms that are theretofore, but otherwise shall be substantially identical similar in form to Exhibit A attached hereto, with such omissions therefrom, variations therein and additions thereto as shall be appropriate. Such Additional Notes shall not rank senior in any respect to other Secured Notes issued pursuant to the terms hereof but may rank junior in right of the Initial Notes, except in respect of any of the following payment and security. (c) The terms, conditions and designations of such Additional Notes (which shall be consistent with the Request and with the terms of this Indenture and such terms, conditions and designations shall be in form and substance acceptable to EEX and the Indenture Trustee) shall be set forth in a supplemental indenture or Officer’s Certificatesupplement to this Indenture, substantially in the form of Exhibit D, which shall be executed by EEX and the Indenture Trustee. Such Indenture supplement shall set forth: (1i) the aggregate text of such Additional Notes (which, except for the terms of payment thereof, shall be of substantially the same effect as the text of the Initial Secured Notes set forth in this Indenture, with such changes as are consistent with and permitted by this Indenture and which in all events shall provide that such Additional Notes are never more than pari passu in priority of payment, in right of security and in all other respects with the Initial Secured Notes); (ii) the date of maturity of such Additional Notes (which shall be no later than the latest scheduled maturity date of the Secured Notes then Outstanding); (iii) the date from which, and the date or dates on which, interest is payable (which shall be Interest Payment Dates); (iv) the terms for the repayment of the principal amount of such Additional NotesNotes (each regularly scheduled payment of principal shall be an Interest Payment Date); (2v) the date terms, if any, as to prepayment or dates redemption of such Additional Notes at the option of EEX, and as to the premium, if any, payable on any redemption or prepayment of such Additional Notes; and (vi) any other terms and agreements in respect thereof provided or permitted by this Trust Indenture or necessary to specify the terms and conditions on which such Additional Notes will shall be issued. (d) Such Additional Notes shall be executed by EEX as provided in Section 2.01(c) and deposited with the Corporate Indenture Trustee for authentication and delivery, but before such Additional Notes shall be authenticated and delivered by the Indenture Trustee, there shall be delivered to or deposited with the Indenture Trustee the following: (i) the Request; (3ii) the price at which the Additional Notes will be issuedsuch supplement to this Indenture, duly executed by ▇▇▇; (4iii) such instruments as may be necessary to perfect the first security interest payment date and the first date from which in EEX's 60% undivided interest will accrue on the Additional Notesin such Modification under this Indenture; (5iv) such evidence of the date or dates due filing of financing statements and price or prices at which, other filings with respect to the period or periods within which, and the terms and conditions upon which, such Additional Notes Modification as may be redeemedrequired to subject such property to the Lien of this Indenture, in whole or in part pursuant subject to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”)no Liens except Permitted Liens; (6v) [reserved]; and (7) originals or certified copies of all corporate actions necessary for the ISIN, Common Code, CUSIP or other securities identification numbers with respect to due and valid issue of such Additional Notes, the due and valid authorization, execution, delivery and performance by EEX of the supplement to this Indenture relating thereto, and the relevant clearing systems.creation of the Lien and security interest thereon referred to above, all of which corporate actions shall have been duly obtained and shall be in full force and effect; together with evidence as to the due occurrence of all such authorization, execution, delivery and performance; (bvi) Any documentation, duly executed and delivered by the respective parties thereto whereby the proposed holders of the Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed agree to be substantially identical to such series bound by the terms of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, Operative Documents (including, without limitation, waivers, amendments, redemptions representations and offers covenants corresponding to purchase.those contained in Section 7 of the Participation Agreement);

Additional Notes. If authorized by a resolution of the Board of Directors, the Company shall be entitled to issue additional Notes under this Indenture (a“Additional Notes”) The aggregate amount which shall have substantially identical terms as the Notes, other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the accretion rate on the Notes (to the extent such Additional Notes are issued with a different “CUSIP”, “ISIN” or “Common Code” number than the Notes), and (iv) if such Additional Notes shall be issued in the form of Unrestricted Notes or Transfer Restricted Notes (in which case the Transfer Restricted Notes will bear the legends set forth in Exhibit D (collectively, the “Transfer Restriction Legend”)), the transfer restrictions in respect of Notes that may are, respectively, Transfer Restricted Notes or Unrestricted Notes; provided that such issuance shall be authenticated and delivered under made in compliance with this Indenture is unlimited. The Indenture; provided, further, that no Additional Notes may be issued with the same “CUSIP”, “ISIN” or “Common Code” number as other Notes unless it is so permitted in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance accordance with Section 4.04 applicable law and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes issued on the Closing Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Notes, includingthe Company shall set forth in an Officers’ Certificate, without limitationa copy of which shall be delivered to the Trustee, waiversor in a supplemental indenture, amendmentsthe following information: (1) the aggregate Accreted Principal Amount of Notes outstanding immediately prior to the issuance of such Additional Notes; (2) the aggregate Original Principal Amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (3) the issue price, redemptions if any, the issue date of such Additional Notes and offers the accretion amount as of the first Accretion Date following the issuance of such Additional Notes; (4) the “CUSIP”, “ISIN” or “Common Code” number, as applicable, of such Additional Notes; and (5) whether such Additional Notes shall be Transfer Restricted Notes or Unrestricted Notes. In authenticating such Additional Notes, and accepting the additional responsibilities under this Indenture in relation to purchasesuch Additional Notes, the Trustee shall receive, and, subject to Section 7.01, shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Additional Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Additional Notes are established by an Officers' Certificate pursuant to general authorization of the Board of Directors, such Officers' Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 12.05; and (d) an Opinion of Counsel which shall state: (i) that the form of such Additional Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance and in conformity with the provisions of this Indenture; (ii) that the terms of such Additional Notes have been established in accordance with and in conformity with the other provisions of this Indenture; (iii) that such Additional Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors' rights and to general equity principles; and (iv) that all conditions precedent to the authentication of the Additional Notes have been met. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Additional Notes. The obligation of any Lender (or any other Person designated by the Agent) hereunder to purchase any Additional Notes subsequent to the Closing Date is subject to the satisfaction, at on or before the closing date for the purchase thereof, of each of the following conditions: (a) The aggregate amount of Notes that may be authenticated Borrowers shall have executed and delivered under this Indenture is unlimited. The Notes may be issued to such Person an Additional Note (in one or more series (any such Notes issued subsequent denominations as such Person shall have requested prior to the Issue Date, the “Additional Notes”), subject, purchase) in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of being purchased by such Additional Notes; (2) the Person on such date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsthis Agreement. (b) Any Additional Notes that are substantially identical Each representation and warranty by any Credit Party contained herein and in each other Transaction Document shall be true and correct in all material respects to (without duplication of any other series materiality qualifiers) as of Notes but for being such date (subject to such updates to the Schedules, if any, as are approved by the Agent in its reasonable discretion), except to the extent that such representation or warranty expressly relates to an earlier date, including the Closing Date (in which event such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifiers) as of such earlier date). (c) No Default or Event of Default shall have occurred and be continuing or would result after giving effect to such purchase. (d) After giving effect to such purchase, the aggregate outstanding principal amount of the Notes would not exceed the Maximum Note Balance. (e) The Borrower Representative shall have furnished to the Agent a certificate of the chief financial officer of the Borrower Representative demonstrating on a pro forma basis compliance with the covenants set forth in Section 8.1 hereof after giving effect to such purchase. (f) The Credit Parties shall have paid or reimbursed the Agent and the Lenders for all costs and expenses required to be paid or reimbursed by them in accordance with Section 8.22 hereof. The request by the Borrower Representative and acceptance by the Borrowers of the proceeds of any Proposed Borrowing under the Additional Notes Special Mandatory Redemption made after the Closing Date shall be deemed to be substantially identical to such series constitute, as of Notes only following the date thereof, (i) a representation and warranty by the Borrowers that the conditions in this Section 5.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent's Liens, on which any such Additional Notes Special Mandatory Redemption provision ceases behalf of the Lenders and the Holders, pursuant to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasethe Transaction Documents.

Additional Notes. (ai) The aggregate amount Issuer may at any time and from time to time issue additional Notes (“Additional Notes” and the closing date for the issuance of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued such Additional Notes, the “Issuance Date”) pursuant to a Series Supplement in one or more series Classes each of which will rank pari passu with each Class of Notes Outstanding bearing the same alphanumerical Class designation (regardless of Series or date of issuance), if any, and may have other characteristics different than the other Outstanding Notes. If any such Notes issued subsequent to the Issue Date, the “(other than Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued ) will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of remain outstanding after the issuance of such Additional Notes are deposited pending consummation (such Notes, “Continuing Notes”), the following conditions will be required to be satisfied to issue such Additional Notes, as certified in an Officer’s Certificate to the Servicer and the Indenture Trustee (with a copy to the Back-Up Manager) by the Manager: (A) if any Series of Variable Funding Notes will be Continuing Notes, (i) the Rated Final Payment Date of the Additional Notes will be later than the Rated Final Payment Date for such Series of Variable Funding Notes and (ii) with respect to any Variable Funding Notes only, the Anticipated Repayment Date of the Additional Notes will be later than the Anticipated Repayment Date for any existing Series of Variable Funding Notes, unless consented to by the administrative agent for the existing Series of Variable Funding Notes, acting in its sole discretion; (B) the Senior DSCR is equal to or greater than 1.85x, as calculated on a pro forma basis after giving effect to such issuance (and any concurrent acquisition of any acquisitionadditional Fiber Network Assets, Investment, refinancing Additional Asset Entity Fiber Network Assets or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”Collateral and any concurrent repayment of Notes); (6C) [reserved]Rating Agency Confirmation with respect to each Class of Continuing Notes is obtained; and (7D) the ISIN, Common Code, CUSIP or other securities identification numbers Issuer receives an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the Opinion of Counsel with respect to such Additional Notes, and the relevant clearing systems. (btax treatment of the Term Notes delivered on the Series 2026-1 Closing Date) Any Additional Notes to the effect that are substantially identical in all material respects to any other series the issuance of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes will not, for U.S. federal income tax purposes, (x) cause any of the Continuing Notes to be deemed to have been exchanged for a new debt instrument, (y) cause the Issuer to be taxable as other than a disregarded entity or a partnership or (z) cause any of the Continuing Notes that are characterized as indebtedness to be characterized as other than indebtedness. (ii) Further, the Issuer may, but is not obligated to, issue Additional Notes of an existing Series and Class, if such Additional Notes will have are either fungible with the applicable Series or Class of Notes for U.S. federal income tax purposes or issued pursuant to a separate CUSIP or other identifying number. The Initial Notes and any , subject to the issuance conditions for Additional Notes subsequently issued under set forth above in this Section 2.12(c); provided that any execution of Notes or registration of Uncertificated Notes with respect to an increase in the Class A-1-V Notes Maximum Principal Amount with respect to any existing Series of Variable Funding Notes shall only be subject to the satisfaction of the conditions set forth in clauses (A), (B), (C), (D) and (E) of this Section 2.12(c). If the Issuance Date of such Additional Notes falls on a date that is not a Record Date, the Issuer may declare a “Special Record Date” on the related Issuance Date for the related Series or Class of Notes, which shall become the Record Date for purposes of the immediately following Payment Date upon at least five Business Days’ notice to the Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers Trustee (who shall make available such notice to purchasethe Noteholders).

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Noteholders, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, ) having terms and conditions set forth in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially Exhibit A identical to the terms those of the Initial other outstanding Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1) have a different Issue Date from the aggregate principal amount of such Additional Issue Date for other outstanding Notes; (2) the date or dates on which such Additional Notes will be issued;have a different issue price than other outstanding Notes; and (3) the price at which have terms specified in the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, Board Resolutions for such Additional Notes may be redeemed, in whole or in part pursuant making appropriate adjustments to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of this Article 2 and Exhibit A (and related definitions) applicable to such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing in order to conform to and ensure compliance with the Securities Act (or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6applicable securities laws) [reserved]; and (7) the ISIN, Common Code, CUSIP and any registration rights or other securities identification numbers with respect similar agreement applicable to such Additional Notes, and which are not adverse in any material respect to the relevant clearing systems. Holder of any outstanding Notes (b) Any other than such Additional Notes Notes); provided, that are substantially identical in all material respects no adjustment pursuant to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption this Section 2.14 shall be deemed to be substantially identical to such series of Notes only following the date on which any cause such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the Notes are not fungible with such Notes issued on the Issue Date for U.S. federal income tax purposes; and provided further, such that the Additional Notes will have a separate the same CUSIP or number as other identifying numberoutstanding Notes. No Additional Notes may be issued if on the Issue Date therefor any Event of Default has occurred and is continuing. The Initial Notes originally issued on the Issue Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendments, redemptions and offers to purchasepurchase and United States federal tax purposes. With respect to any issuance of Additional Notes, the Company shall deliver to the Trustee the Additional Notes Board Resolutions therefor and an Officers’ Certificate in respect of such Additional Notes and direct the Trustee to authenticate such Additional Notes in accordance with the terms hereunder, which shall together provide the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the Issue Date, issue price, amount of interest accrued and payable on the first Interest Payment Date, first Interest Payment Date, CUSIP number (if any) and corresponding ISIN of such Additional Notes; and (3) such matters as shall be applicable to such Additional Notes as described in clauses (2) and (3) of the first paragraph of this Section 2.14.

Additional Notes. (a) The aggregate amount So long as no Indenture Event ---------------- of Default shall have occurred and be continuing, Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in of one or more series (may be issued under and secured by this Indenture at any such Notes issued subsequent time or from time to time, and subject to the Issue Dateconditions hereinafter provided in this Section 2.08, for the “purpose of financing all or a portion of the cost of any Modification to the Facility Assets or any Component thereof. (b) Prior to the issuance of any Additional Notes”)Notes of any series pursuant to this Section 2.08, subjectMCFT shall have delivered to the Indenture Trustee, in not less than thirty (30) days prior to the case proposed date of issuance of such Additional Notes, in compliance with Section 4.04 a request and Section 4.06. Any authorization to issue Additional Notes (a "Request"), which Request shall include the amount and series of such ------- Additional Notes, the proposed date of issuance of such Additional Notes, and other details with respect thereto which are not inconsistent with this Section 2.08. Such Additional Notes shall have a designation so as to distinguish such Additional Notes from the Initial Secured Notes and Additional Notes of any other series, but otherwise shall be substantially similar in form to the Initial Secured Notes, with such omissions therefrom, variations therein and additions thereto as shall be appropriate. Such Additional Notes shall not rank senior in any respect to, but may be subordinate to the Initial Secured Notes and other Secured Notes issued will have terms that are substantially identical pursuant to the terms of the Initial Notes, except in respect of any of the following hereof. (c) The terms, conditions and designations of such Additional Notes (which shall be consistent with the Request and with the terms of this Indenture) shall be set forth in a supplemental supplement to this Indenture, substantially in the Form of Exhibit D, which shall be executed by MCFT and the Indenture Trustee. Such indenture or Officer’s Certificatesupplement shall set forth: (1i) after giving effect to the issuance of the Additional Notes, the aggregate principal amount outstanding of all Secured Notes which shall not exceed 85% of the total Fair Market Sales Value of the Facility Assets at such time (as determined pursuant to the Appraisal Procedure) after giving effect to such Modifications; (ii) the text of such Additional Notes (which, except for the terms of payment thereof, shall be of substantially the same effect as the text of the Initial Secured Notes set forth in this Indenture, with such changes as are consistent with and permitted by this Indenture and which in all events shall provide that such Additional Notes are never more than pari passu in priority of payment, in right of security and in all other respects with the Initial Secured Notes); (iii) the date of maturity of such Additional Notes; (2iv) the date from which, and the date or dates on which, interest is payable (which shall be Interest Payment Dates); (v) the terms for the repayment of the principal amount of such Additional Notes (each regularly scheduled payment of principal shall be an Interest Payment Date); (vi) the terms, if any, as to prepayment or redemption of such Additional Notes at the option of MCFT, and as to the premium, if any, payable on any redemption or prepayment of such Additional Notes; and (vii) any other terms and agreements in respect thereof as required or permitted by this Indenture or necessary to specify the terms and conditions on which such Additional Notes will shall be issued. (d) Such Additional Notes shall be executed by MCFT as provided in Section 2.01 and deposited with the Indenture Trustee for authentication and delivery, but before such Additional Notes shall be authenticated and delivered by the Indenture Trustee, there shall be delivered to or deposited with the Indenture Trustee the following: (i) the Request; (3ii) the price at which the Additional Notes will be issuedsupplement to this Indenture described in Section 2.08(c), duly executed by MCFT; (4iii) such instruments as may be necessary to perfect the first security interest payment date and the first date from which interest will accrue on the Additional Notesin such Modification under this Indenture; (5iv) such evidence of the date or dates due filing of financing statements and price or prices at which, other filings with respect to the period or periods within which, and the terms and conditions upon which, such Additional Notes Modification as may be redeemedrequired to subject such property to the Lien of this Indenture, in whole or in part pursuant subject to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”)no Liens except Permitted Liens; (6v) [reserved]; and (7) originals or certified copies of all corporate actions necessary for the ISIN, Common Code, CUSIP or other securities identification numbers with respect to due and valid issue of such Additional Notes, the due and valid authorization, execution, delivery and performance by MCFT of the supplement to this Indenture relating thereto, and the relevant clearing systems.creation of the Lien and security interest thereon referred to above, all of which corporate actions shall have been duly obtained and shall be in full force and effect; together with reasonable evidence as to the due occurrence of all such authorization, execution, delivery and performance; (bvi) Any documentation, duly executed and delivered to the extent practicable, by the respective parties thereto, whereby the proposed holders of the Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed agree to be substantially identical to such series bound by the terms of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, Operative Documents (including, without limitation, waiversrepresentations and covenants corresponding to those contained in Section 7 of the Participation Agreement); (vii) an Officer's Certificate of MCFT certifying as to the cost of such Modification; and (viii) opinions of counsel to MCFT as to the due authorization, amendmentsexecution, redemptions delivery and offers enforceability of such supplement to purchasethe Indenture and such Additional Notes and the creation and perfection of the security interest in such Modification (subject to usual or customary exceptions, qualifications and assumptions) and such Additional Notes and such other certificates and other documents as may be reasonably requested by the Indenture Trustee to evidence the validity and binding effect of such supplement to this Indenture and such Additional Notes and compliance with this Section 2.08. (e) When the documents referred to in Section 2.08(d) shall have been delivered to or deposited with the Indenture Trustee and when such Additional Notes described in the Request and the supplement to this Indenture have been executed by MCFT as required by this Indenture, the Indenture Trustee shall authenticate and deliver such Additional Notes in the manner described in such Request, but only upon payment to MCFT of the sum or sums specified in such Request.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or the consent of the Noteholders, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes (“Additional Notes”) having terms and conditions identical to those of the other Outstanding Notes, except that Additional Notes may: (i) have a different Issue Date from the Issue Date for other Outstanding Notes; (ii) have a different issue price than other Outstanding Notes; and (iii) have terms specified in the Additional Notes Board Resolutions for such Additional Notes making appropriate adjustments to this Article 2 and Exhibit A (and related definitions) applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws), which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes); provided, no Additional Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of unless such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Notes issued pursuant to the Underwriting Agreement for U.S. federal income tax and securities laws purposes, such as determined pursuant to an Opinion of Counsel; and provided further, that the Additional Notes will have a separate the same CUSIP or number as other identifying numberOutstanding Notes. No Additional Notes may be issued if on the Issue Date therefor any Event of Default has occurred and is continuing. The Initial Notes originally issued pursuant to the Underwriting Agreement in an aggregate principal amount not to exceed $373,750,000 and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendments, redemptions and offers to purchasepurchase and United States federal tax purposes. The issuance of Notes in aggregate amount not to exceed $48,750,000 pursuant to the Underwriters’ option to purchase additional Notes in accordance with the Underwriting Agreement shall not be considered Additional Notes for purposes of the Indenture. With respect to any issuance of Additional Notes, the Company shall deliver to the Trustee a resolution of the Board of Directors and an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the Issue Date, issue price, amount of interest accrued and payable on the first Interest Payment Date, first Interest Payment Date, CUSIP number and corresponding ISIN of such Additional Notes; and (iii) such matters as shall be applicable to such Additional Notes as described in clause (iii) of the second preceding paragraph.

Additional Notes. (a) The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is hereby increased and hereafter limited to $250,000,000 (and pursuant to the Purchase Agreement dated June 22, 2007, among the Issuer, the Company, the Guarantors party thereto, and the Initial Purchaser (as defined therein), the Initial Purchaser has agreed, on its behalf and on behalf of each of the other Prior Agreement Initial Purchasers (as defined therein), that it shall not exercise the option to purchase additional Notes described in the Purchase Agreement dated June 18, 2007, among the Issuer, the Company. the Guarantors party thereto, and the Initial Purchasers (as defined therein)) except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 304, 305, 306, 906 or 1107 of the Original Indenture and except for any Notes which, pursuant to Section 303 of the Original Indenture, are deemed never to have been authenticated and delivered thereunder; provided that the Issuer may from time to time, without the consent of the Holders of the Notes, subject to compliance with the terms of the Indenture, increase the principal amount of the Notes by issuing additional Securities in the future (the “Further Additional Notes”) having the same terms and ranking equally and ratably with the Notes in all respects and with the same CUSIP number as the Notes, except for the difference in the issue price and interest accrued prior to the issue date of such Further Additional Notes, provided that such Further Additional Notes constitute part of the same issue as the Notes for U.S. federal income tax purposes. Any Further Additional Notes shall be treated as a single series with the Notes under the Indenture and shall have the same terms as to status, redemption, repurchase, exchange and otherwise as the Notes. For clarity, the limitations in this Section 2.01, including the limitation on the aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture, shall not apply or be construed to apply to any series of Securities, other than the Notes, that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsIndenture. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount As of the date hereof, the Company shall issue the New Notes that may be authenticated and delivered under pursuant to this Supplemental Indenture is unlimitedNo. 1. The Notes may be issued in one or more series (any such New Notes issued subsequent pursuant to this Supplemental Indenture No. 1 constitute Additional Notes issued pursuant to Section 2.01 of the Initial Indenture and shall be consolidated with and form a single class with the Existing Notes previously established pursuant to the Issue DateInitial Indenture. The New Notes shall be treated as a single series with, and shall have the same terms and conditions in all respects as, the “Additional Existing Notes”), subjectexcept that the issue date of the New Notes shall be December 17, 2021 and the issue price shall be 99.750% of the aggregate principal amount thereof plus accrued and unpaid interest from December 15, 2021. In addition, the New Notes shall be (and in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional the New Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of Regulation S under the issuance of such Additional Securities Act, after being mandatorily exchanged for New Notes are deposited pending consummation of any acquisitionwith the same CUSIP/ISIN numbers as the Existing Notes issued pursuant to Regulation S under the Securities Act as described below, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6shall be) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional purposes with the Existing Notes and will have a separate CUSIP or other identifying numberthe same issue date and issue price as the Existing Notes for such purposes. The Initial New Notes issued in the form of Global Notes shall be issued under the same CUSIP/ISIN numbers as the Existing Notes (except that New Notes issued pursuant to Regulation S under the Securities Act will trade separately under different CUSIP/ISIN numbers until at least 40 days after the issue date of the New Notes and thereafter, subject to the terms hereof); it being understood that any Additional New Notes subsequently issued under this Indenture will in the form of a Definitive Note may be treated exchanged for a beneficial interest in a Global Note in accordance with the provisions of the Initial Indenture. The form of the global notes or definitive notes representing the New Notes is attached hereto as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.Exhibit A.

Additional Notes. If authorized by a resolution of the Board of Directors, the Company shall be entitled to issue additional Notes under this Indenture (a“Additional Notes”) The aggregate amount which shall have substantially identical terms as the Notes, other than with respect to (i) the date of issuance, (ii) the issue price, (iii) the accretion rate on the Notes (to the extent such Additional Notes are issued with a different “CUSIP”, “ISIN” or “Common Code” number than the Notes), and (iv) if such Additional Notes shall be issued in the form of Unrestricted Notes or Transfer Restricted Notes (in which case the Transfer Restricted Notes will bear the legends set forth in Exhibit D (collectively, the “Transfer Restriction Legend”)), the transfer restrictions in respect of Notes that may are, respectively, Transfer Restricted Notes or Unrestricted Notes; provided that such issuance shall be authenticated and delivered under made in compliance with this Indenture is unlimited. The Indenture; provided, further, that no Additional Notes may be issued with the same “CUSIP”, “ISIN” or “Common Code” number as other Notes unless it is so permitted in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance accordance with Section 4.04 applicable law and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes issued on the Closing Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Notes, includingthe Company shall set forth in an Officers’ Certificate, without limitationa copy of which shall be delivered to the Trustee, waiversor in a supplemental indenture, amendmentsthe following information: (1) the aggregate Accreted Principal Amount of Notes outstanding immediately prior to the issuance of such Additional Notes; (2) the aggregate Original Principal Amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (3) the issue price, redemptions if any, the issue date of such Additional Notes and offers the accretion amount as of the first Accretion Date following the issuance of such Additional Notes; (4) the “CUSIP”, “ISIN” or “Common Code” number, as applicable, of such Additional Notes; and (5) whether such Additional Notes shall be Transfer Restricted Notes or Unrestricted Notes. In authenticating such Additional Notes, and accepting the additional responsibilities under this Indenture in relation to purchasesuch Additional Notes, the Trustee shall receive, and, subject to Section 7.01, shall be fully protected in relying upon: (a) A copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Additional Notes were established, certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Additional Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate; (b) an executed supplemental indenture, if any; (c) an Officers’ Certificate delivered in accordance with Section 12.05; and (d) an Opinion of Counsel which shall state: (i) that the form of such Additional Notes has been established by a supplemental indenture or by or pursuant to a resolution of the Board of Directors in accordance and in conformity with the provisions of this Indenture; (ii) that the terms of such Additional Notes have been established in accordance with and in conformity with the other provisions of this Indenture; (iii) that such Additional Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting the enforcement of creditors’ rights and to general equity principles; and (iv) that all conditions precedent to the authentication of the Additional Notes have been met. The Trustee shall have the right to decline to authenticate and deliver any Notes under this Section if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Additional Notes. Additional Notes (aeach an "Additional Note") The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes Owner Trustee may be issued under and secured by this Indenture, at any time or from time to time, in one or more series (any such Notes issued subsequent addition to the Issue DateSeries 1997 Refunding Lessor Note and subject to the conditions hereinafter provided in this Section 2.12, the “Additional Notes”), subjectfor cash, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms amount of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate original principal amount of such Additional Notes, for the purpose of (i) redeeming any previously issued Notes pursuant to a Refinancing and providing funds for the payment of all reasonable costs and expenses connected therewith; (ii) providing funds in connection with a releveraging pursuant to Section 8.1(c) of the Participation Agreement; or (iii) pursuant to Section 10.2 of the Lease, providing funds for the payment of all or any portion of the Supplemental Financing Amount relating to Capital Improvements made or installed from time to time pursuant to the Lease; subject, however, to the following conditions: (a) in the case of any Additional Notes issued for the purposes set forth in clause (ii), no such Additional Notes shall be issued if, after taking into account the aggregate principal amount of the Additional Notes proposed for issuance under this Section 2.12, the aggregate original principal amount of all Notes outstanding shall be greater than eighty percent (80%) of the Facility Cost; (2b) in the date or dates on which case of any Additional Notes issued for the purposes set forth in clause (iii), no such Additional Notes will shall be issued; issued if, after taking into account the aggregate principal amount of the Additional Notes proposed for issuance under this Section 2.12, the aggregate original principal amount of all Additional Notes issued pursuant to clause (3iii) from and after the price at Closing Date shall be greater than eighty percent (80%) of Lessor's Share of the cumulative Cost of all Capital Improvements which shall have been incorporated or installed from and after the Closing Date to and including the date on which the Capital Improvement with respect to which the Additional Notes will be issuedshall provide the Supplemental Financing Amount shall have been incorporated or installed; (4c) in the first case of Additional Notes issued for the purpose set forth in clause (iii), no such Additional Notes shall be issued unless a Lease supplement with respect to such Capital Improvement and such Supplemental Financing shall have been, or shall be concurrently, executed and delivered by Lessee and Owner Trustee; and (d) in the case of Additional Notes issued for the purposes set forth in either clause (ii) or (iii), no such Additional Notes shall be issued unless at least 10 days shall have passed from the time Indenture Trustee shall have given notice to Noteholders of the proposed issuance of Additional Notes without Indenture Trustee having received notice from a Majority in Interest of Noteholders stating that the requirements of clause (a) or (b) above, whichever is applicable, have not been met and directing Indenture Trustee not to issue such Additional Notes. Before any Additional Note shall be issued under the provisions of this Section 2.12, Owner Trustee shall have delivered to Indenture Trustee, not less than fifteen (15) days nor more than thirty (30) days prior to the proposed date of issuance of such Additional Note as set forth in the below mentioned request and authorization, a request and authorization to issue such Additional Note, which request and authorization shall include the amount of such Additional Note, the date of issuance thereof and a certification that terms thereof are not inconsistent with this Section 2.12. Additional Notes shall have a designation so as to distinguish such Additional Notes from the Notes theretofore issued, but otherwise shall rank pari passu with all Notes then outstanding, be entitled to the same benefits and security of this Indenture as the other Notes issued pursuant to the terms hereof, be dated the date of original issuance of such Additional Note, bear interest payment at such rates as shall be agreed between Lessee and Owner Trustee and indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the last day of the Basic Term. In addition, (1) in the case of any Additional Notes issued for the purposes set forth in clause (ii) of this Section 2.12, the Indenture Trustee shall have received a certificate of Coopers & ▇▇▇▇▇▇▇ LLP (or such other firm of accountants which is independent of the Lessee as shall be approved by Indenture Trustee) verifying the condition set forth in paragraph (a) of this Section 2.12, and (2) in the case of any Additional Notes issued for the purposes set forth in clause (iii) of this Section 2.12, Indenture Trustee shall have received (A) a certificate of Coopers & ▇▇▇▇▇▇▇ LLP (or such other firm of accountants which is independent of the Lessee as shall be approved by Indenture Trustee) verifying the condition set forth in paragraph (b) of this Section 2.12 and (B) a certificate of an engineer, appraiser or other expert (who may bean officer or employee of the Lessee except as would be required by Section 314(d)(3) of the Trust Indenture Act of 1939, as amended) to the effect that the fair value of all Capital Improvements as of their respective dates of incorporation or installation was not less than the Cost of such Capital Improvements as of such dates. The terms, conditions and designations of such Additional Notes (which shall be consistent with this Indenture) shall be set forth in an indenture supplemental to this Indenture executed by Owner Trustee and Indenture Trustee. Such Additional Notes shall be executed as provided in Section 2.3 hereof and deposited with Indenture Trustee for authentication, but before such Additional Notes shall be authenticated and delivered by Indenture Trustee there shall be filed with Indenture Trustee, in addition to other documents and certificates required by this Section 2.12, the following, all of which shall be dated as of the date of the supplemental indenture: (a) a copy of such supplemental indenture (which shall include the form of such series of Additional Notes and the first date from which interest will accrue on the Additional Notescertificate of authentication in respect thereof); (5b) an Officers' Certificate of Lessee (i) stating that to the date best of their knowledge, no Lease Default or dates Lease Event of Default has occurred and price or prices at whichis continuing, (ii) stating that the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds respect of the issuance of such Additional Notes are deposited pending consummation contained in this Section 2.12 have been satisfied, (iii) specifying the amount of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect costs and expenses relating to the issuance and sale of such Additional Notes, and (iv) stating that payments pursuant to the relevant clearing systems.Lease and all supplements thereto of Basic Rent, Stipulated Loss Value and Termination Value, together with all other amounts payable pursuant to the terms of the Lease, are calculated to be sufficient to pay when due all of the principal of and, premium, if any, and interest on the outstanding Notes, after taking into account the issuance of such Additional Notes and any related redemption of Notes theretofore outstanding; (c) an Officers' Certificate from Owner Trustee stating that, to the best of their knowledge no Indenture Default under clauses (b) Any Additional Notes that are substantially identical in all material respects to any other series through (e) of Notes but for being subject to an Additional Notes Special Mandatory Redemption Section 4.1 hereof or Indenture Event of Default has occurred and is continuing; (d) such additional documents, certificates and opinions as shall be deemed reasonably required by Owner Trustee or Indenture Trustee, and as shall be reasonably acceptable to be substantially identical Owner Trustee and Indenture Trustee; (e) an original of the Lease supplement; (f) a request and authorization to such series of Notes only following the date on which any Indenture Trustee by Owner Trustee to authenticate and deliver such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are not fungible with stated therein, upon payment to Indenture Trustee, but for the account of Owner Trustee, of the sum or sums specified in such Notes for U.S. federal income tax purposesrequest and authorization; (g) the consent of Lessee to such request and authorization; and (h) an opinion of counsel who shall be reasonably satisfactory to Indenture Trustee, stating that all conditions precedent to the issuance of such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated have been complied with. When the documents referred to in the foregoing clauses (a) through (h) above, together with other documents and certificates required by this Section 2.12, shall have been filed with Indenture Trustee and when the Additional Notes described in the above mentioned request and authorization shall have been executed and authenticated as a single class for all purposes under required by this IndentureIndenture and the related supplemental indenture, includingIndenture Trustee shall deliver such Additional Notes in the manner described in clause (f) above, without limitation, waivers, amendments, redemptions but only upon payment to Indenture Trustee of the sum or sums specified in such request and offers to purchaseauthorization.

Additional Notes. (a) The aggregate amount So long as no Charter Event of ---------------- Default or Indenture Event of Default shall have occurred and be continuing, Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in of one or more series (may be issued under and secured by this Indenture at any such Notes issued subsequent time or from time to time, subject to the Issue Dateconditions hereinafter provided in this Section 2.08, for the purpose of financing all or a portion of the cost of any Modification to the Vessel as provided in Section 14 of the Participation Agreement. (b) Prior to the issuance of any Additional Notes of any series pursuant to this Section 2.08, the “Additional Notes”)Owner Trustee shall have received from the Charterer and delivered to the Indenture Trustee, subject, in not less than thirty (30) days prior to the case proposed date of issuance of such Additional Notes, in compliance with Section 4.04 a request and Section 4.06. Any authorization to issue Additional Notes (a "Request"), which Request shall ------- include the amount and series of such Additional Notes, the proposed date of issuance of such Additional Notes, and the other details with respect thereto which shall be consistent with this Section 2.08. Such Additional Notes shall have a designation so as to distinguish such Additional Notes from the Initial Secured Note and Additional Notes of any other series, but otherwise shall be substantially similar in form to the Initial Secured Note, with such omissions therefrom, variations therein and additions thereto as shall be appropriate. Such Additional Notes shall not rank senior in any respect to the Initial Secured Note, but may be subordinate to the Initial Secured Note and other Secured Notes issued will have terms that are substantially identical pursuant to the terms hereof. (c) The terms, conditions and designations of such Additional Notes (which shall be consistent with the Request and with the terms of this Indenture and of the Initial Notes, except in respect of any of the following terms, which Participation Agreement) shall be set forth in a supplemental supplement to this Indenture, substantially in the form of Exhibit D, which shall be executed by the Owner Trustee and the Indenture Trustee. Such indenture or Officer’s Certificatesupplement shall set forth: (1i) after giving effect to the issuance of the Additional Notes, the aggregate principal amount Outstanding of all Secured Notes (including such Additional Notes), which shall not exceed 80% of the total Fair Market Sales Value of the Vessel at such time (as determined pursuant to mutual agreement of the Owner Trustee and the Charterer and otherwise by the Appraisal Procedure) after giving effect to such Modifications; (ii) the aggregate principal amount of the Additional Notes, which shall not exceed 100% of the cost of such Modifications; (iii) the text of such Additional Notes (which, except for the terms of payment thereof, shall be of substantially the same effect as the text of the Initial Secured Notes set forth in this Indenture, with such changes as are consistent with and permitted by this Indenture and which in all events shall provide that such Additional Notes are never more than pari passu in priority of payment, in right of security and in all other respects with the Initial Secured Notes); (iv) the date of maturity of such Additional Notes (which shall be no later than the end of the Base Charter Term); (v) the date from which, and the date or dates on which, interest is payable (which shall be Interest Payment Dates); (vi) the terms for the repayment of the principal amount of such Additional NotesNotes (each regularly scheduled payment of principal shall be an Interest Payment Date); (2vii) the date terms, if any, as to prepayment or dates redemption of such Additional Notes at the option of the Owner Trustee or the Charterer, and as to the premium, if any, payable on any redemption or prepayment of such Additional Notes; and (viii) any other terms and agreements in respect thereof as required or permitted by this Indenture or necessary to specify the terms and conditions on which such Additional Notes will shall be issued. (d) Such Additional Notes shall be executed by the Owner Trustee as provided in Section 2.01 and deposited with the Indenture Trustee for authentication and delivery, but before such Additional Notes shall be authenticated and delivered by the Indenture Trustee, there shall be delivered to or deposited with the Indenture Trustee the following: (i) the Request; (3ii) the price at which supplement to this Indenture described in Section 2.08(c), duly executed by the Additional Notes will be issuedOwner Trustee; (4iii) a supplement to the first interest payment date Charter, duly authorized, executed and delivered by the Charterer and the first date from which interest will accrue on Owner Trustee, providing for adjustments to the Additional Base Charter Percentages, Stipulated Loss Value Percentages and Termination Value Percentages, to ensure that all such payments required hereunder and under the Secured Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant after giving effect to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation Notes, shall be sufficient in amount to pay all amounts due hereunder and thereunder, together with such instruments of any acquisitionconveyance, Investmentassignment and transfer, refinancing if any, necessary to subject such supplement to the Charter to the Lien and security interest of this Indenture and to perfect such Lien and security interest subject to no Liens other than Permitted Liens, and evidence as to the due recording or other transaction filing of each thereof or of financing or similar statements with respect thereto; (iv) such redemptioninstruments of conveyance, assignment and transfer (including, without limitation, contractors' waivers), if any, duly executed and delivered by the respective parties thereto, and such evidence of the due filing thereof or of financing statements with respect thereto, as may be required to convey title to the Owner Trustee of all property included in such Modification and to subject such property to the Lien of this Indenture, subject to no Liens except Permitted Liens or an “opinion of counsel reasonably satisfactory to the Indenture Trustee that such filing is not required; (v) an amendment to the Ship Mortgage so that it will secure the Additional Notes Special Mandatory Redemption”to the extent set forth in the supplement to this Indenture described in Section 2.08(c) or an opinion of counsel that such amendment is not required; (vi) originals or certified copies of all corporate actions necessary for the due and valid issue of such Additional Notes, the due and valid authorization, execution, delivery and performance by the Owner Trustee of the supplement to this Indenture relating thereto, and the due and valid authorization, execution, delivery and performance by the Charterer and the Owner Trustee of the Supplement to the Charter and the creation of the Lien and security interest thereon referred to above, all of which corporate actions shall have been duly obtained and shall be in full force and effect, together with evidence as to the due occurrence of all such authorization, execution, delivery and performance; (vii) documentation, duly executed and delivered, to the extent practicable, by the respective parties thereto, whereby the proposed holders of the Additional Notes agree to be bound by the terms of the Operative Documents (including, without limitation, representations and covenants corresponding to those contained in Section 9 of the Participation Agreement); (6viii) [reserved]; and an Officer's Certificate of the Charterer certifying (7a) as to the ISIN, Common Code, CUSIP or other securities identification numbers with respect to cost of such Additional Notes, Modification and the relevant clearing systems. (b) Any that all conditions precedent to the issuance of the Additional Notes that contained in this Section 2.08 and in Section 14 of the Participation Agreement have been satisfied unless such conditions have been waived in writing by the Indenture Trustee and Owner Trustee; (ix) such opinions of counsel as are substantially identical customary in all material respects to any other series transactions of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenturetype, including, without limitation, waiversopinions of counsel to the Charterer and/or the Owner Trustee as to the due authorization, amendmentsexecution, redemptions delivery and offers enforceability of such supplement to purchasethis Indenture and such Additional Notes and the creation and perfection of the security interest in such Modification (subject to usual or customary exceptions, qualifications and assumptions) and such other certificates and other documents as may be reasonably requested by the Indenture Trustee to evidence the validity and binding effect of such supplement to this Indenture and such Additional Notes and compliance with this Section 2.08; and (x) Rating Agency Confirmation with respect to the issuance of such Additional Notes. (e) When the documents referred to in Section 2.08(d) shall have been delivered to or deposited with the Indenture Trustee and when such Additional Notes described in the Request and the supplement to this Indenture have been executed by the Owner Trustee as required by this Indenture, the Indenture Trustee shall authenticate and deliver such Additional Notes in the manner described in such Request, but only upon payment to the Owner Trustee of the sum or sums specified in such Request, whereupon the Owner Trustee shall pay such sum or sums to the Charterer.

Additional Notes. (a) The aggregate amount of Issuers shall be entitled, subject to their compliance with Section 4.09, to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such which shall have identical terms as the Initial Notes issued subsequent to on the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance other than with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical respect to the terms date of issuance, issue price, the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date begins to accrue, applicable transfer restrictions and whether or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers not Section 3.10 shall apply with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, includingincluding waivers, without limitationconsents, waiversdirections, declarations, amendments, redemptions and offers to purchase; and none of the Holders of any Initial Notes or any Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. With respect to any Additional Notes, the Issuers shall set forth in an Issuer Order, which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP number and any corresponding ISIN of such Additional Notes; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Exhibit A in which any such Global Notes may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.

Additional Notes. (a) The aggregate amount Without the consent of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent Holder, the Company may, subject to the Issue Date, provisions of the “Additional Notes”Indenture (including Section 2.04 of the Base Indenture), subjectoriginally issue additional Notes with the same terms as the Initial Notes (except, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notesextent applicable, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which interest begins to accrue on such additional Notes and the first Interest Payment Date of such additional Notes), which additional Notes will, subject to the foregoing, be considered to be part of the same series of, and rank equally and ratably with all other, Notes issued under this Supplemental Indenture; provided, however, that if any such Additional additional Notes Special Mandatory Redemption provision ceases to apply. If (and any Additional Notes that are resold after such Notes have been purchased or otherwise acquired by the Company or its Subsidiaries) are not fungible with such other Notes issued under this Supplemental Indenture for U.S. federal income tax purposes, for U.S. federal securities law purposes or for purposes of the Depositary Procedures, then such Additional additional or resold Notes will have a be identified by one or more separate CUSIP numbers or other identifying by no CUSIP number. The Initial In authenticating additional Notes, the Trustee will receive: (i) a copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, and if the terms and form of such Notes are established by an Officer’s Certificate pursuant to general authorization of the Board of Directors, such Officer’s Certificate; (ii) an executed supplemental indenture, if any; and (iii) an Opinion of Counsel which will state: (1) that the form and terms of such Notes have been established in conformity with the provisions of the Indenture; and (2) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any Additional Notes subsequently issued under this Indenture conditions specified in such Opinion of Counsel, will be treated as a single class for all purposes under this Indentureconstitute valid and legally binding obligations of the Company, includingenforceable in accordance with their terms, without limitationsubject to bankruptcy, waiversinsolvency, amendments, redemptions reorganization and offers other laws of general applicability relating to purchaseor affecting the enforcement of creditors’ rights and to general equity principles.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in Issuer may, at any time, on one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case occasions issue one or more new Classes of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Notes by requesting Additional Note Commitments to purchase such Additional Notes issued will have terms that are substantially identical in an aggregate outstanding principal amount not to exceed the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s CertificateIncremental Cap; provided that: (1i) no Additional Note Commitment may be in an amount that is less than $5,000,000 (or such lesser amount to which the aggregate principal amount Purchaser Representative may reasonably agree (acting at the instruction of such Additional Notes;the Required Purchasers)), (2ii) except as the date Issuer and any Initial Purchaser or dates on which such Delayed Draw Purchaser may separately agree, no Initial Purchaser or Delayed Draw Purchaser shall be obligated to provide any Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within whichNote Commitment, and the terms determination to provide any Additional Note Commitment shall be within the sole and conditions upon which, absolute discretion of such Purchaser (it being agreed that the Issuer shall not be obligated to offer the opportunity to any Purchaser to participate in any Additional Notes may be redeemed, in whole or in part except to the extent required pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of Section 2.25(b)), (iii) the issuance of such Additional Notes are deposited pending consummation shall have been approved by the Required Purchasers (calculated without giving effect to the issuance of such Additional Notes), acting in their sole discretion, (iv) except as otherwise provided in clause (ix) below with respect to fees, the terms of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”);shall be identical to any then-existing Notes, (6v) [reserved]; and, (7vi) [reserved], (vii) [reserved], (viii) [reserved], (ix) to the ISINextent applicable, Common Codeany fees payable in connection with any Additional Notes shall be determined by the Issuer and the purchasers purchasing such Additional Notes, (x) any Additional Notes shall (A) rank pari passu with any then-existing series of Notes, CUSIP in right of payment and/or security, (B) be guaranteed by each Person that is a Note Party and (B) be secured by the Collateral pursuant to the Collateral Documents on a pari passu basis with the then-existing Notes, (xi) [reserved], (xii) no Event of Default shall exist immediately prior to or other securities identification numbers after giving effect to such Additional Notes; provided, that notwithstanding the foregoing, in the case of any Additional Notes issued in connection with respect any acquisition, Investment or irrevocable repayment or redemption of Indebtedness, the condition set forth in this clause (xii) shall be that no Event of Default under Sections 7.01(a), (f) or (g) shall exist immediately prior to or after giving effect to such Additional Notes, and (xiii) the proceeds of any Additional Notes may be used for working capital and/or purchase price adjustments and other general corporate purposes (including Capital Expenditures, acquisitions and Investments); provided, that the proceeds of any Additional Notes may not be used to make Restricted Payments and/or Restricted Debt Payments, (i) Prior to the Issuer issuing Additional Notes, the Issuer shall first seek commitments in respect of such Additional Notes (the “Offered Debt”) from the existing Purchasers, each of which shall be entitled to agree or decline to provide the applicable Additional Note Commitments in its sole discretion, provided, that if any of the existing Purchasers have declined the offer to provide the Offered Debt, have failed to respond to the offer to provide the Offered Debt or have otherwise not provided a binding written commitment to provide the Offered Debt on the terms so offered (or at least as favorable as the terms so offered), in each case, within five Business Days of receipt of the offer to provide the Offered Debt from the Issuer (such 5th Business Day, the “Offer Deadline”), the Issuer may then seek Additional Note Commitments on substantially the same terms from other Persons; and provided, further that if any such other Person is not then an existing Purchaser, such Person must constitute an “Eligible Transferee” and the Purchaser Representative (acting at the direction of the Required Purchasers) shall have a right to consent (such consent not to be unreasonably withheld or delayed) to the relevant clearing systemsPerson’s provision of Additional Note Commitments if such consent would be required under Section 9.05(b) for an assignment of Notes to such new Purchaser; provided, that the foregoing shall not prohibit any such Person from acquiring the relevant Additional Notes by assignment, participation or otherwise after the initial closing thereof. (bc) Any Each Purchaser or Additional Notes that are substantially identical Purchaser purchasing a portion of any Additional Note Commitment shall execute and deliver to the Purchaser Representative and the Issuer all such documentation as may be reasonably required by the Purchaser Representative to evidence and effectuate such Additional Note Commitment. On the effective date of such Additional Note Commitment, each Additional Purchaser shall become a Purchaser for all purposes in all material respects connection with this Agreement. (d) As conditions precedent to the effectiveness of any issuance of Additional Notes, (i) the Required Purchasers shall have consented to any other series such issuance of Notes but for being subject to an Additional Notes Special Mandatory Redemption Notes, (ii) [reserved], (iii) the Purchaser Representative shall be deemed entitled to be substantially identical receive, from each Additional Purchaser, an Administrative Questionnaire and such other documents as it shall reasonably require from such Additional Purchaser, (iv) the relevant Additional Purchasers shall have directly received the amount of any fees payable to such series the Additional Purchasers in respect of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases and (v) the Purchaser Representative shall be entitled to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, receive a certificate of the Issuer signed by a Responsible Officer thereof: (A) certifying and attaching a copy of the resolutions adopted by the governing body of the Issuer approving or consenting to such Additional Notes, and (B) to the extent applicable, certifying that the condition set forth in clause (a)(xii) above has been satisfied. (e) [reserved]. (f) [reserved]. (g) The Purchasers hereby irrevocably authorize the Purchaser Representative to enter into any amendment to this Agreement or any other Note Document as may be necessary in order to establish new Classes or sub-Classes in respect of Notes will have a separate CUSIP or other identifying number. The Initial Notes commitments pursuant to this Section 2.25 and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Purchaser Representative or the Required Purchasers, and the Issuer, in connection with the establishment of such new Classes or sub-Classes, in each case on terms consistent with this Section 2.25. (h) [reserved]. (i) This Section 2.25 shall supersede any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers provision in Sections 2.21 or 9.02 to purchasethe contrary.

Additional Notes. (a) The aggregate amount If authorized by a resolution of the Board of Directors, the Company shall be entitled to issue Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent addition to the Issue Date, the Initial Notes (“Additional Notes”), subject, in ) which shall have substantially identical terms as the case of Additional Notes, in compliance other than with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical respect to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2i) the date or dates on which such Additional Notes will be issued; of issuance, (3ii) the price at which issue price, (iii) the Additional Notes will be issued; (4) amount of interest payable on the first interest payment date applicable thereto (to the extent such Additional Notes are issued with a different “CUSIP”, “ISIN” or “Common Code” number than the Notes), and (iv) if such Additional Notes shall be issued in the first date from form of Unrestricted Notes or Transfer Restricted Notes (in which interest case the Transfer Restricted Notes will accrue on bear the Additional Notes; legends set forth in Exhibit D (5) the date or dates and price or prices at whichcollectively, the period “Transfer Restriction Legend”)), the transfer restrictions in respect of Notes that are, respectively, Transfer Restricted Notes or periods within whichUnrestricted Notes; provided that such issuance shall be made in compliance with this Indenture; provided, and the terms and conditions upon whichfurther, such that no Additional Notes may be redeemedissued with the same “CUSIP”, “ISIN” or “Common Code” number as other Notes unless it is so permitted in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of accordance with applicable law and such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such other Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes issued on the Closing Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture. With respect to any Additional Notes, includingthe Company shall set forth in an Officer’s Certificate, without limitationa copy of which shall be delivered to the Trustee, waiversor in a supplemental indenture, amendmentsthe following information: (1) the aggregate principal amount of Notes outstanding immediately prior to the issuance of such Additional Notes; (2) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (3) the issue price, redemptions if any, the issue date of such Additional Notes and offers the amount of interest payable on the first interest payment date applicable thereto (but only if different than the amount of interest payable on the Notes outstanding immediately prior to purchasethe issuance of such Additional Notes on the first interest payment applicable to the Additional Notes); (4) the “CUSIP”, “ISIN” or “Common Code” number, as applicable, of such Additional Notes; and (5) whether such Additional Notes shall be Transfer Restricted Notes or Unrestricted Notes.

Additional Notes. In addition, upon the terms and subject to the conditions and limitations of this Agreement, the Company hereby grants an option to each Option Holder (a) The aggregate each, an “Option”), severally and not jointly, to purchase a portion of $60,000,000 in principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be amount set forth in Exhibit D opposite the name of such Option Holder, for a supplemental indenture purchase price equal to 95% of the principal amount of Additional Notes purchased by such Option Holder, plus any accrued but unpaid interest on such Additional Notes through, but excluding, the applicable Date of Delivery (as defined below). The Option hereby granted to each Option Holder will expire on the thirtieth day (the “Option Expiration Date”) following the Closing Date and may be exercised by such Option Holder in whole or Officer’s Certificate: (1) in part upon written notice to the Company setting forth the aggregate principal amount of Additional Notes as to which such Option Holder is then exercising its Option; provided that, (a) each Option Holder shall provide notice to each other Option Holder no later than three Business Days prior to the Option Expiration Date of the amount of any Additional Notes; Notes for which such Option Holder has elected to not exercise its Option and (2b) any other Option Holder may elect to purchase all or any portion of any unpurchased Additional Notes on a pro rata basis with all other Option Holders that elect to purchase such unpurchased Additional Notes in proportion to the principal amount of Additional Notes such Option Holder was initially entitled to under this Agreement by delivering notice to the Company on or before the date or dates on which such Additional Notes will be issued; that is one (31) Business Day following the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes Option Expiration Date. The Option may be redeemed, transferred in whole or in part pursuant to (i) any special mandatory redemption using amounts released from Investor or any escrow account into which proceeds of their respective Affiliates, subject to Section 8.7 hereof, by written notice to the Company or (ii) an investor who is reasonably acceptable to the Company and who executes a Joinder as of the issuance effective date of such Transfer. Any such Joinder or written notice, as applicable, will set forth the aggregate principal amount of Additional Notes as to which such Option Holder is then transferring such Option. The time and date of delivery of any Notes for which any such Option has been exercised (a “Date of Delivery”) shall be determined by the Company, but shall not be later than three (3) Business Days after the exercise of such Option or such later date as is specified in the notice as may be required by the Option Holder to call capital to fund the purchase of Additional Notes. In the event that any or all of the Additional Notes are deposited pending consummation purchased by the Option Holders, payment of the purchase price (which shall include a payment of any acquisition, Investment, refinancing or other transaction (such redemption, an “accrued but unpaid interest on the Additional Notes Special Mandatory Redemption”); (6through, but excluding, the applicable Date of Delivery) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notesfor, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesdelivery of, such Additional Notes will have a separate CUSIP shall be made at the above mentioned offices, or at such other identifying number. The Initial Notes place as shall be agreed upon by the Option Holder and any Additional Notes subsequently issued under this Indenture will be treated the Company, on each Date of Delivery as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers specified in the notice from the applicable Option Holder to purchasethe Company.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued Issuer shall pay any interest due on any Quarterly Payment Date in one or more series (any such Notes issued subsequent cash to the Issue Dateextent that such payment is not prohibited by the Senior Debt Documents. To the extent that the Issuer is prohibited by the Senior Debt Documents from paying all or part of any interest due on any Quarterly Payment Date in cash, then the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Issuer shall issue to each Noteholder Additional Notes issued will have terms that are substantially identical (allocated on a pro rata basis to the terms of the Initial Notes, except each Noteholder) in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the an aggregate principal amount equal to the amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect due to such Additional Notes, and the relevant clearing systemsNoteholder that is not paid in cash. (b) Any The Noteholders shall have the option, but not the obligation, to purchase from time to time up to $5,000,000 aggregate purchase price of Additional Notes in accordance with the procedures set forth below. In the event that any or all of the Noteholders elect to purchase Additional Notes pursuant to the immediately preceding sentence, the Issuer agrees to issue such Additional Notes on the same terms and conditions set forth in this Agreement. If any Noteholder elects to purchase Additional Notes pursuant to this Section 2.4(b), such Noteholder shall give five (5) Business Days prior written notice of such election and the aggregate purchase price of such intended purchase to the Issuer and the other Noteholders and shall give such other Noteholders an opportunity to purchase Additional Notes pursuant to this Section 2.4(b). In the event that the aggregate purchase price of Additional Notes that are substantially identical in all material respects of the Noteholders intend to any other series purchase exceeds $5,000,000, then the amount of Notes but for being subject to an Additional Notes Special Mandatory Redemption to be issued and sold to each Noteholder shall be deemed reduced on as nearly a pro rata basis as practicable. The Issuer shall issue to be substantially identical each Noteholder electing to such series purchase Additional Notes pursuant to this Section 2.4(b) an aggregate principal amount of Additional Notes only following equal to the date on which any sum of (x) the purchase price for such Additional Notes Special Mandatory Redemption provision ceases to applybe paid by such Noteholder pursuant to this Section 2.4(b) and (y) twenty-five percent (25%) of such purchase price to be paid by such Noteholder pursuant to this Section 2.4(b). If Notwithstanding anything to the contrary in this Section 2.4(b), the aggregate purchase price for all Additional Notes issued at any one time pursuant to this Section 2.4(b) shall be not less than $100,000 and shall be in integral multiples thereof. The aggregate purchase price for any Additional Notes are not fungible issued pursuant to this Section 2.4(b) shall be reduced pro rata among the Noteholders then electing to purchase Additional Notes (based upon the purchase price each such Noteholder has elected to pay) to the extent necessary to comply with such the immediately preceding sentence. (c) If the Issuer issues Additional Notes for U.S. federal income tax purposespursuant to this Section 2.4, then the Issuer shall deliver to the Noteholders to which such Additional Notes will have are to be issued an opinion of counsel satisfactory to such Noteholder that: (1) each such Additional Note (and the Guarantees thereof) (A) has been duly authorized, executed and delivered by the Issuer and the Guarantors, and (B) constitutes a separate CUSIP legal, valid and binding obligation of the Issuer or other identifying number. The Initial Notes the relevant Guarantor, as applicable, enforceable in accordance with its terms subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting rights of creditors generally and any to the effect of general principles of equity; and (2) the issuance and delivery of such Additional Notes subsequently issued under this Indenture will be treated as a single class for (and the Guarantees thereof) complies with all purposes under this IndentureRequirements of Law, including, without limitation, waivers, amendments, redemptions all federal and offers to purchasestate securities laws.

Additional Notes. (ai) The aggregate amount Lessee may, in accordance with the terms of Section 4.10 of the Indenture, at any time and from time to time, so long as no Special Default or Lease Event of Default has occurred and is continuing at the time the Additional Notes that may be authenticated are issued and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent subject to the Issue Dateconditions and restrictions contained in this Section 11.1, request the “Additional Notes”)Lessor, subjectupon not less than 20 Business Days' prior written notice to the Lessor and the Indenture Trustee, in to execute and deliver documentation (including, without limitation, a commitment agreement, a supplement to the case of Additional NotesIndenture (or, in compliance with Section 4.04 if the Indenture has been discharged, a new indenture or comparable document which provides the Lessor and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to Owner Participant no less rights, and imposes on the Lessor and Owner Participant no greater obligations, than the Indenture (a "New Indenture") setting forth the terms of the Initial Notes, except in respect of any financing and promissory notes) prepared by the Lessee or the purchaser of the Additional Notes and reasonably acceptable to the Lessor and the Indenture Trustee providing for the creation of notes under the Indenture or the New Indenture ("Additional Notes") in connection with any financing of Nonseverable Alterations (the "Additional Note Documentation"); provided, that Additional Notes shall not be issued (A) more than once during any twelve-month period or (B) to finance the costs necessary to restore or rebuild a Property following termsa Casualty, which Condemnation or Event of Loss, it being understood that this clause (B) shall not prohibit the issuance of Additional Notes to finance Alterations to a Property done at the same time as such restoration and rebuilding; provided, further, that the issuance of such Additional Notes will not result in the occurrence of a Default or an Event of Default and will comply with the Indenture if then in effect. Accompanying such notice shall be drafts of the Additional Note Documentation, and the Lessee shall send to the parties hereto each subsequent draft thereof at the same time it is circulated to Persons other than the Lessee and its counsel. The Lessor shall thereafter execute and deliver the Additional Note Documentation on the specified date and the Indenture Trustee (or the indenture trustee, if any, under the New Indenture) shall authenticate the requested Additional Notes on and subject to the terms and conditions hereof; provided further that there shall exist no Lease Event of Default as of the date of either the execution of the Additional Note Documentation or the issuance and authentication of such Additional Notes. The Additional Note Documentation shall set forth in a supplemental indenture or Officer’s Certificateforth: (1) the aggregate principal amount of the Additional Notes, which shall not exceed an amount equal to the increase in the Fair Market Sales Value of the related Property (as determined by an appraiser reasonably acceptable to Owner Participant and the Lessee) resulting from such Alterations, and the principal amount of the Allocable Portion of the Notes plus such Additional Notes shall not exceed 90% of the Fair Market Sales Value of the related Property on the date of such issuance of such Additional Notes (as determined by such appraiser) taking into account such Alteration; (2) the terms of such Additional Notes (which, except for the terms of payment and except for Section 4.10 of the Indenture, shall, if the Indenture is then in effect, be of substantially the same effect as the terms of the Notes issued on the Closing Date); (3) the date of maturity of such Additional Notes which shall not extend beyond the end of the Lease Term or be sooner than the maturity date of the Notes; (4) the date from which, and the date or dates on which, interest is payable; (5) the terms for the repayment of the principal amount of such Additional Notes; (26) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at whichterms, the period or periods within whichif any, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant as to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance prepayment of such Additional Notes are deposited pending consummation at the option of the Lessor and as to the premium, if any, payable on any acquisition, Investment, refinancing or other transaction (prepayment of such redemption, an “Additional Notes Special Mandatory Redemption”(which shall be at least as favorable to the Lessor as the prepayment provisions of the Notes); (6) [reserved]; and (7) any other terms and agreements in respect thereof necessary to specify the ISINterms and conditions on which such Additional Notes shall be issued. (ii) At any time or from time to time after the execution and delivery by the Lessor of Additional Note Documentation in accordance with Section 11.1(b)(i) hereof, Common Codethe Lessor shall execute and deliver such Additional Notes in an aggregate principal amount not exceeding the amount permitted by such Additional Note Documentation upon (I) compliance by the Lessee with this Section 11.1(b), CUSIP or other securities identification numbers with respect (II) receipt by the Lessor of an amount in cash equal to 100% of the aggregate principal amount of such Additional Notes, (III) payment by the Lessee of all of the reasonable fees and the relevant clearing systems. expenses (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, legal fees and expenses) of (A) the Lessor or the Owner Participant that were incurred in connection with such Alterations and the issuance of the Additional Notes or any proposed or actual amendment to the Operative Documents in connection therewith, and (B) the Indenture Trustee that were incurred in connection with the issuance of the Additional Notes or any proposed or actual amendment to the Operative Documents in connection therewith and (IV) receipt by the Lessor and the Indenture Trustee of the documents referred to below (in form and substance reasonably satisfactory to the Owner Participant): (1) a Lease Supplement, duly authorized, executed and delivered by the Lessee and the Lessor, providing for adjustments in Basic Rent and Stipulated Loss Value under the Lease required to ensure that payments of such amounts will be adequate to provide for all payments when due required under the Notes and the Additional Notes, together with such instruments of conveyance, assignment and transfer, if any, necessary or reasonably requested by the Indenture Trustee or its counsel to subject such Lease Supplement to the Lien of the Security Documents and to perfect such Lien subject to no Liens other than Permitted Liens, and evidence as to the due recording or filing of each thereof and of financing or similar statements with respect thereto; (2) such instruments of conveyance, assignment and transfer (including, without limitation, contractors' waivers) duly executed and delivered by the respective parties thereto, and such evidence of the due filing thereof or of financing statements with respect thereto, as may be reasonably requested to convey to the Lessor all property included in such Alterations, if any, and to subject such property to a Lien of the Security Documents, subject to no Liens except Permitted Liens; (3) originals or certified copies of all corporate actions and governmental approvals and permits necessary for the due and valid issuance of such Additional Notes, the due and valid authorization, execution, delivery and performance by the Lessor of the Additional Note Documentation, and the due and valid authorization, execution, delivery and performance by the Lessee and the Lessor of the Lease Supplement and the creation of the Lien thereon referred to above, all of which corporate actions and governmental approvals and permits shall have been duly obtained and shall be in full force and effect; together with evidence as to the due occurrence of such authorization, execution, delivery and performance; (4) such modifications, amendments, redemptions waivers or supplements to the Operative Documents, other instruments, certificates, title policy endorsements and offers opinions as may be reasonably requested by the Owner Participant, the Lessee, the Indenture Trustee (or its counsel) or the prospective Holders of the Additional Notes in order to purchaseeffectuate the financing contemplated by this Section 11.1(b); and (5) a letter from nationally recognized independent public accountants confirming that the adjustments to Basic Rent and Stipulated Loss Values are adequate, as contemplated by (1) above.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent Company may, from time to the Issue Date, the “Additional Notes”), subjecttime, in the each case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the minimum aggregate principal amount of such $10.0 million, subject to compliance with any applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture Additional Notes; (2) , if the Company’s Consolidated Cash Flow for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date or dates on which such Additional Notes will be issuedare issued is greater than $75.0 million. Additional Notes issued pursuant to this Section 2.18 shall have terms and conditions identical to those of the Notes issued on the Issue Date, except with respect to: (i) the date of issuance; (3ii) the price at which the Additional Notes will be issued; (4) amount of interest payable on the first interest payment date and the first date from which interest will accrue on the Additional Notesdate; (5iii) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]issue price; and (7iv) any adjustments in order to conform to and ensure compliance with the ISIN, Common Code, CUSIP Securities Act (or other applicable securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying numberlaws). The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture. The aggregate principal amount of Notes and Additional Notes that may be issued under this Indenture is limited to $325.0 million. (b) With respect to any Additional Notes, includingthe Company will set forth in an Officer’s Certificate pursuant to a resolution of the Board of Directors of the Company, without limitationcopies of which will be delivered to the Trustee, waiversthe following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the issue price, amendmentsthe issue date and the CUSIP number of such Additional Notes; provided that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Internal Revenue Code of 1986, redemptions and offers as amended; and (iii) whether such Additional Notes will be subject to purchasetransfer restrictions under the Securities Act (or other applicable securities laws).

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimitedSECTION 1. The Notes Mortgagor, when authorized by resolution or resolutions of its board of directors, may be issued in from time to time (1) execute and deliver to the Government one or more series Additional REA Notes to evidence loans made by the Government to the Mortgagor pursuant to the Act, or to evidence indebtedness of the Mortgagor incurred by the assumption by the Mortgagor of the indebtedness of a third party or parties to the Government created by a loan or loans theretofore made by the Government to such third party or parties pursuant to the Act, and (2) execute and deliver to the Bank one or more Additional Bank Notes to evidence loans made by the Bank to the Mortgagor pursuant to the Act, or to evidence indebtedness of the Mortgagor incurred by the assumption by the Mortgagor of the indebtedness of a third party or parties to the Bank created by a loan or loans theretofore made by the Bank to such third party or parties pursuant to the Act. The Mortgagor, when authorized by resolution or resolutions of its board of directors, may also from time to time execute and deliver one or more Additional Notes to refund any note or notes at the time outstanding and secured hereby, or in renewal of, or in substitution for, any such outstanding note or notes. Additional Notes issued subsequent to shall contain such provisions and shall be executed and delivered upon such terms and conditions as the Issue Date, board of directors of the “Additional Notes”), subject, Mortgagor in the case of resolution or resolutions authorizing the execution and delivery thereof and the relevant lender shall prescribe; provided, however, that the outstanding principal balances owing on the notes shall not at any one time exceed the amount identified in the Instruments Recital as the Maximum Debt Limit, and no note shall mature more than fifty (50) years after the date hereof. Additional Notes, in compliance including refunding, renewal and substitute notes, when and as executed and delivered, shall be secured by this Mortgage, equally and ratably with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to all other notes at the terms of the Initial Notestime outstanding, except in respect without preference, priority, or distinction of any of the following termsnotes over any other of the notes by reason of the priority of the time of the execution, delivery or maturity thereof or of the assignment or negotiation thereof. As used in this Mortgage, the term "directors" includes trustees. SECTION 2. The Mortgagor, when authorized by resolution or resolutions of its board of directors, may from time to time execute, acknowledge, deliver, record and file mortgages supplemental to this Mortgage which thereafter shall be set forth in form a part hereof, for the purpose of formally confirming this Mortgage as security for the notes. Nothing herein contained shall require the execution and delivery by the Mortgagor of a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, mortgage in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of connection with the issuance hereunder or the securing hereby of such Additional Notes are deposited pending consummation notes except as hereinafter provided in section 12 of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsarticle II hereof. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount terms of the Additional Notes that may shall be authenticated governed under the Indenture and executed and delivered under this Indenture is unlimitedin the manner contemplated therein and each of the Guarantors shall guarantee such Additional Notes as set forth in Article 10 of the Indenture. The Notes Issuer and each Guarantor as debtor, grantor, pledgor, assignor, or in other similar capacities in which such Person grants liens or security interests in its properties, as the case may be issued be, in one any case under the Security Documents (including, without limitation, as a Grantor under and as defined in the Security Agreement dated as of December 20, 2012 (as supplemented, amended or more series (any such Notes issued subsequent modified from time to the Issue Datetime, the “Additional NotesSecurity Agreement”), subjectamong the grantors party thereto and the Collateral Agent), in hereby ratifies and reaffirms all of its payment, performance and observance obligations, contingent or otherwise, under each Security Document (including, without limitation, the case of Additional NotesSecurity Agreement) and, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except extent such Person granted liens on or security interests in respect of any of the following termsits property (including, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at whichwithout limitation, the period or periods within which, and Collateral (as defined by the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part Security Agreement)) pursuant to any special mandatory redemption using amounts released from such Security Document as security for the Issuer’s or any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing other Person’s obligations under or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notesthe Indenture, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to or any other series Note Document (as defined by the Security Agreement) or, in connection therewith, hereby ratifies and reaffirms such grant of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to liens and security interests and confirms and agrees that such series liens and security interests hereafter secure all of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes Obligations (and any Additional Notes subsequently issued under this Indenture will be treated Secured Obligations (as a single class for all purposes under this Indenturedefined in the Security Agreement)), including, without limitation, waiversall additional Obligations (and additional Secured Obligations) arising under and in connection with the Additional Notes. The Issuer and each of the Guarantors hereby consents to the terms and conditions of this Third Supplemental Indenture and the Additional Notes (including, amendmentswithout limitation, redemptions all additional Obligations (and offers all additional Secured Obligations (as defined in the Security Agreement) resulting therefrom), subject to purchasethe limitations, if any, set forth herein. The Issuer and each of the Guarantors acknowledges that each of the Security Documents (including, without limitation, the Security Agreement) remains in full force and effect and is hereby ratified and confirmed.

Additional Notes. (a) The aggregate amount of Notes that In addition to the Series A Notes, the Company may be authenticated authorize the issue and delivered under this Indenture is unlimited. The Notes may be issued sale from time to time on or before July 25, 2017, in one or more series Series (any such Notes issued subsequent as hereinafter defined), of up to $100,000,000 aggregate principal amount of its senior promissory notes (collectively with the Issue DateSeries A Notes, the “Additional Notes”,” such term to include any such notes issued in substitution therefor pursuant to Section 13), subjectto be dated the date of issue thereof, to mature, in the case of Additional Noteseach Note so issued, no more than 20 years after the date of original issuance thereof, to have an average life, in compliance with Section 4.04 the case of each Note so issued, of no more than 20 years after the date of original issuance thereof, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and Section 4.06. Any Additional Notes issued will to have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following such other particular terms, which as shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemedforth, in whole or the case of each Note so issued, in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds the Confirmation of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers Acceptance with respect to such Additional NotesNote delivered pursuant to Section 2.1(f). The Notes of any Series shall be substantially in the form set out in Exhibit 1, with such changes therefrom, if any, as may be approved by the Purchasers of the Notes of such Series and the relevant clearing systems. Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement. Notes which have (bi) Any Additional Notes that are substantially identical the same final maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, (v) the same interest payment periods and (vi) the same date of issuance (which, in all material respects to any other series the case of Notes but a Note issued in exchange for being subject to an Additional Notes Special Mandatory Redemption another Note, shall be deemed to be substantially identical to such series of Notes only following for these purposes the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes Note’s ultimate predecessor Note was issued), are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have herein called a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase“Series” of Notes.”

Additional Notes. (a) The aggregate amount Subject to the next succeeding two sentences and paragraphs (b) and (c) below and Section 5.02(f)(iv), the Issuer may issue Additional Notes pursuant to this Indenture, the proceeds of which in each case shall be used to acquire Additional Aircraft or make Conversion Payments, as the case may be, or to make payments into a Cash Collateral Account or to pay expenses related thereto (each, an “Additional Issuance”). Each issuance of Additional Notes shall be authorized pursuant to one or more Board Resolutions and shall be effected only following a Rating Agency Confirmation and upon obtaining the prior written consent of the Policy Provider (unless the Policy Non-Consent Event has occurred) and the Initial Liquidity Facility Provider (unless the Initial Liquidity Facility Non-Consent Event has occurred) and upon obtaining a legal opinion that may be authenticated and delivered such Additional Notes are debt for U.S. Federal income tax purposes. Each Additional Note shall constitute a “Security” for all purposes under this Indenture is unlimited. The and shall have such subclass and such further designations added or incorporated in such title as specified in the related Board Resolutions, in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. (b) Each Additional Note shall contain such terms as may be issued established in one or more series pursuant to the related Board Resolutions (subject to Section 2.01), in any indenture supplemental hereto providing for the issuance of such Notes issued subsequent or specified in the form of such Notes to the Issue Dateextent permitted below, and shall have the “same ranking pursuant to Section 3.09 with respect to all other Obligations as the Notes of the class to which such Additional Notes”Notes belong (and, with respect to other subclasses of such class, as provided in Section 3.10). Prior to any issuance, subjectany or all of the following, as applicable, with respect to the related Additional Issuance shall have been determined by the Issuer and set forth in such Board Resolutions, in any indenture supplemental hereto or specified in the form of such Securities, as the case may be: (i) the subclass of Additional Notes to be issued; (ii) with respect to each such subclass of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1A) the aggregate principal amount of any such Additional Notes which may be issued; (B) the proposed date of such Additional Issuance; (C) the Expected Final Payment Date and the Final Maturity Date of any such Additional Notes; (2D) the date or dates on which whether any such Additional Notes will be issuedare to have the benefit of any Eligible Credit Facility and/or any increase in Required Amount for any Cash Collateral Account for the related class or classes of Notes and, if so, the amount and terms thereof; (3E) the price rate at which the any such Additional Notes will shall bear interest or the method by which such rate shall be issueddetermined; (4F) if other than denominations of $200,000 or higher integral multiples of $1,000 (with respect to Notes), the first interest payment date denomination or denominations in which any such Additional Notes shall be issuable; (G) any adjustments to be made, consistent with Sections 3.10 and 3.12, to the first date from which interest will accrue on applicable Pool Factors or Extended Pool Factors as result of the issuance of any such Additional Notes; (5H) the date any other terms, conditions, rights and preferences (or dates limitations on such rights and price or prices at which, the period or periods within which, and the terms and conditions upon which, preferences) relating to any such Additional Notes may (which terms shall comply with Applicable Law and not be redeemedinconsistent with the requirements or restrictions of this Indenture, in whole or in part pursuant including Section 5.02(f)(iv)); and (iii) to any special mandatory redemption using amounts released from any escrow account into which what extent the proceeds of the issuance of such Additional Notes are deposited pending consummation to be used to acquire Additional Aircraft or to make Conversion Payments, or both, and (A) in the case of any acquisitionAdditional Aircraft, Investment, refinancing or other transaction (a description of such redemption, an “Additional Notes Special Mandatory Redemption”)Aircraft and the Expected Useful Life of such Additional Aircraft; and; (6B) [reserved]; and (7) in the ISINcase of Conversion Payments, Common Code, CUSIP or other securities identification numbers with respect a description of the Aircraft to such Additional Notes, be modified and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to Expected Useful Life of such Aircraft. If any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series the terms of Notes only following the date on which any issue of any such Additional Notes Special Mandatory Redemption provision ceases are established by action taken pursuant to apply. If any one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee setting forth the terms of such Additional Notes. (c) In the event Additional Notes are not fungible issued with such Notes for U.S. federal income tax purposesthe prior consent of the Policy Provider, each of the Policy and the Policy Provider Agreement shall be amended to cover such Additional Notes will have and the Policy Provider shall deliver a separate CUSIP new Policy or other identifying numberamended Policy, as applicable, to the Trustee; provided, however, that, notwithstanding anything to the contrary herein, no subclass of Notes that are not covered by the Policy may be issued while the Policy remains outstanding. In connection with any such issuance of Additional Notes as a subclass of Notes and amendment of the Policy, the Policy Provider agrees to deliver to the Issuer, on or prior to the date of issuance, legal opinions and corporate documents in respect of the amended Policy, substantially similar in form, scope and substance to the legal opinions and corporate documents delivered by the Policy Provider on the Initial Closing Date. The Initial Notes and Policy Provider agrees that its rights of reimbursement in respect of any Additional Notes subsequently issued Policy Drawings under this Indenture the amended Policy will be treated the same as a single class for its rights of reimbursement set forth in Section 3.09, and premium payable in respect of the amended Policy shall be on the same basis and terms as the Policy Premium and the Policy Redemption Premium, if any, paid in respect of the Policy issued on the Initial Closing Date (unless otherwise agreed to by the Issuer and the Policy Provider). (d) In connection with any issuance of Additional Notes, the Issuer shall pay to all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions parties to the Related Documents all reasonable costs and offers to purchaseexpenses related thereto.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Additional Notes may be issued from time to time substantially in one or more series the form of Exhibit A hereto (any each such Notes issued subsequent to the Issue Dateissuance, the an “Additional NotesIssuance”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical subject to the terms of the Initial Notesand conditions herein as such terms and conditions may be supplemented pursuant to any series supplement executed pursuant to Section 8.1 hereof, except in respect of any of the following terms, which shall be set forth in provided that: (a) such Additional Notes are issued pursuant to a supplemental indenture or Officer’s Certificate: (1) in accordance with Section 8.1 and in accordance with the aggregate principal amount terms of this Indenture, which supplemental indenture shall specify the relevant terms with respect to such new Additional Notes including the interest rate, original issue discount and any other pricing terms, the Non-Call Date, if any, the Reinvestment Period and Stated Maturity with respect thereto and any other relevant terms of such Additional Notes; (2) , provided that unless the date or dates on which proceeds of such Additional Notes will be issued; (3) used to repay the price at which the Additional Initial Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at whichin full, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation shall not (x) provide for a Non-Call Date, Reinvestment Period or Stated Maturity that is earlier than the corresponding dates of any acquisition, Investment, refinancing the Initial Notes or (y) include a right or obligation of the Issuer to prepay or repay (other transaction (than ratably in accordance with the Priority of Payments) such redemption, an “Additional Notes Special Mandatory Redemption”)before the Initial Notes are Paid in Full; (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to if such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes issued in a ‘‘qualified reopening’’ for U.S. federal income tax purposes, have more than a de minimis amount of original issue discount or otherwise do not form part of the same ‘‘issue’’ for U.S. federal income tax purposes, then such Additional Notes will shall be assigned a separate private placement number at issuance; (c) no Default or Event of Default has occurred and is continuing; (d) both (x) immediately prior and after giving effect to such Additional Issuance any Outstanding Notes shall have a separate CUSIP rating of at least “BBB” and (y) the Rating Agency shall have confirmed that the Rating Agency’s rating then in effect with respect to any Outstanding Notes shall not be downgraded as a result of the issuance of such Additional Issuance unless, with respect to this clause (y), the Rating Agency has informed the Issuer that it declines to provide such confirmation; (e) after giving effect to such Additional Issuance, the Debt to Asset Ratio would be less than or other identifying number. The equal to [***]%; (f) the Issuer shall have caused the Additional Notes Interest Reserve Amount to be transferred into the Interest Reserve Account contemporaneously with the issuance of the Additional Notes; (g) after giving Pro Forma Effect to such Additional Issuance, the Debt Service Coverage Ratio would not be less than [***]:1.00 (calculated as if such Additional Notes were incurred at the beginning of the first of the four Collection Periods being tested) as set forth in a Calculation Officer’s Certificate delivered to a Trust Officer of the Trustee on or prior to the date of such Additional Issuance; (h) such Additional Notes shall rank pari passu with or subordinate to the Initial Notes in payment and lien priority and shall have the same rights with respect to the Collateral as the holders of the Initial Notes; and (i) after the Reinvestment Period of the Initial Notes, all payments made pursuant to Section 11.1(a)(6)(D) shall be paid first, ratably, to the Holders of the Initial Notes and any Additional Notes subsequently with the same Reinvestment Period as the Initial Notes, and second, ratably, to any Holders of Additional Notes with a Reinvestment Period ending later than the Reinvestment Period of the Initial Notes. provided, that no such conditions precedent shall be applicable to any issuance of Additional Notes that are issued under this Indenture to refinance Outstanding Notes in whole. The issuance of Additional Notes in accordance with the foregoing will not be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers subject to purchasethe consent of the Holders of any Outstanding Notes.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent Subject to the Issue Datelimitations set forth under ‎Section 4.1(f), and ‎Section 4.1(g), the “Additional Notes”)Issuer may, subjectwithout the consent of Holders, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systemsincur additional Indebtedness. (b) At the Issuer’s option, this additional Indebtedness may consist of additional Notes (“Additional Notes”) issued pursuant to this Indenture in one or more transactions, which have identical terms (other than issue price, issue date and date from which the interest thereon will accrue) as the Notes issued on the Closing Date. (c) Any Additional Notes that are substantially identical in all material respects will be consolidated and form a single class with the Notes issued on the Closing Date, so that, among other things, Holders of any Additional Notes will have the right to any other series vote together with Holders of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to issued on the Closing Date as one class; provided, however, that if such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Notes for U.S. federal income tax purposes, such the Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes . (d) In authenticating such Additional Notes, the Trustee shall receive, and any shall be fully protected in relying upon, an Opinion of Counsel which shall state: (i) that the form and terms of such Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under have been established in conformity with the provisions of this Indenture; and (ii) that such Additional Notes, includingwhen authenticated and delivered by the Trustee and issued by the Issuer in the manner and subject to any conditions specified in such Opinion of Counsel, without limitationwill constitute legal, waiversvalid and binding obligations of the Issuer, amendmentsenforceable against the Issuer in accordance with their terms, redemptions subject to bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws relating to or affecting the rights and offers remedies of creditors generally and to purchasegeneral principles or equity.

Additional Notes. The Borrower shall take each and every action reasonably required by the Lender to complete the pledge and assignment of those additional Franchisee promissory notes and related instruments and documents (acollectively, the "Additional Notes") The aggregate amount of Notes that may be authenticated and previously delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subjectLender, in the case of Additional Notes, in compliance accordance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms 2.10 of the Initial NotesLoan Agreement, except in respect of any no later than April 25, 1998. Effective on and as of the following termsdate hereof, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under be a part of the Collateral, subject to all of the provisions of the Loan Agreement and the additional provisions of this Indentureletter. Notwithstanding the provisions of Section 2.10 of the Loan Agreement or the provisions of this letter to the contrary, includingprovided no Event of Default exists, without limitationthe Borrower shall be permitted to collect all payments that become due on account of the Additional Notes directly from the Franchisees/makers thereof. The Borrower may retain all such payments except for those payments, waiversif any, amendmentsthat are received by the Borrower or an affiliate of the Borrower more than thirty (30) days prior to the scheduled due date thereof (i.e., redemptions prepayments). All prepayments received by the Borrower on account of the Additional Notes shall be immediately paid to the Lender, to be applied in accordance with Section 2.10; provided, however, in lieu of paying such prepayments to the Lender, the Borrower may pledge and offers deliver to purchase.the Lender other Franchisee notes and the related instruments and documents, not otherwise pledged to the Lender, having a remaining principal balance and required debt service payments not less than the note being prepaid, provided the substitute notes have been current for at least the last three monthly installments payable thereunder and are otherwise reasonably acceptable to the Lender. Upon the occurrence of an Event of Default, and thereafter until such Event of Default is cured to the

Additional Notes. (a) The aggregate amount Issuer may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Holders, create and delivered under issue pursuant to this Indenture is unlimited. The Notes may be issued in one or more series additional notes (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) that shall have terms and conditions identical to those of the other Outstanding Notes, subject, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the case of Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in compliance with Section 4.04 any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and Section 4.06. Any any Additional Notes issued will have terms shall be treated as a single series for all purposes under this Indenture; provided that are substantially identical the Issuer may use different CUSIP or other similar numbers among Issue Date Notes, and among Additional Notes to the terms of the Initial extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, except in respect of any of the following terms, which shall be Issuer will set forth in a supplemental indenture or an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to this Indenture; (2ii) the date or dates on which Issue Date and the issue price of such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such ; provided that no Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of issued at a price that would cause such Additional Notes are deposited pending consummation to have “original issue discount” within the meaning of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) Section 1273 of the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any unless such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any similar number from other Notes; and (iii) whether such Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes subject to transfer restrictions under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchasethe Securities Act (or other applicable securities laws).

Additional Notes. (a) The aggregate amount So long as no Lease Event of Default or default of the nature set forth in paragraphs (a), (b), (c) or (g) of the definition of Lease Event of Default in Section 15 of the Lease, or Indenture Event of Default shall have occurred and be continuing, Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in of one or more series (may be issued under and secured by this Indenture at any such Notes issued subsequent time or from time to time, subject to the Issue Dateconditions hereinafter provided in this Section 2.08 and the conditions provided in Section 14.1 to the Participation Agreement, for the purpose of financing the Lessor's Share of the cost of any Non-Severable Modification or any Severable Modification required by law to the Production System as provided in Section 14 of the Participation Agreement. (b) Prior to the issuance of any Additional Notes pursuant to this Section 2.08, the “Additional Notes”)Grantor Trustee shall have received from the Owner Participant and delivered to the Indenture Trustee, subject, in not less than forty-five (45) days prior to the case proposed date of issuance of such Additional Notes, in compliance with Section 4.04 a request and Section 4.06. Any authorization to issue Additional Notes (a "Request"), which Request shall include the amount of such Additional Notes, the proposed date of issuance of such Additional Notes, and other details with respect thereto which are not inconsistent with this Section 2.08. Such Additional Notes shall have a designation so as to distinguish such Additional Notes from the Initial Secured Notes and any other Additional Notes that may have been issued will have terms that are theretofore, but otherwise shall be substantially identical similar in form to the Initial Secured Notes, with such omissions therefrom, variations therein and additions thereto as shall be appropriate. Such Additional Notes shall not rank senior in any respect to other Secured Notes issued pursuant to the terms hereof but may rank junior in right of payment and security. (c) The terms, conditions and designations of such Additional Notes (which shall be consistent with the Request and with the terms of this Indenture and of the Initial Notes, except in respect of any of the following Participation Agreement and such terms, which conditions and designations shall be in form and substance acceptable to the Owner Participant, the Grantor Trustee and the Indenture Trustee) shall be set forth in a supplemental supplement to this Indenture, substantially in the form of Exhibit C, which shall be executed by the Grantor Trustee and the Indenture Trustee. Such indenture or Officer’s Certificatesupplement shall set forth: (1i) the aggregate text of such Additional Notes (which, except for the terms of payment thereof, shall be of substantially the same effect as the text of the Initial Secured Notes set forth in this Indenture, with such changes as are consistent with and permitted by this Indenture and which in all events shall provide that such Additional Notes are never more than pari passu in priority of payment, in right of security and in all other respects with the Initial Secured Notes); (ii) the date of maturity of such Additional Notes (which shall be no later than the latest scheduled maturity date of the Secured Notes then Outstanding); (iii) the date from which, and the date or dates on which, interest is payable (which shall be Interest Payment Dates); (iv) the terms for the repayment of the principal amount of such Additional NotesNotes (each regularly scheduled payment of principal shall be an Interest Payment Date); (2v) the date terms, if any, as to prepayment or dates redemption of such Additional Notes at the option of the Grantor Trustee, and as to the premium, if any, payable on any redemption or prepayment of such Additional Notes; and (vi) any other terms and agreements in respect thereof provided or permitted by this Trust Indenture or necessary to specify the terms and conditions on which such Additional Notes will shall be issued. (d) Such Additional Notes shall be executed by the Grantor Trustee as provided in Section 2.01 and deposited with the Corporate Indenture Trustee for authentication and delivery, but before such Additional Notes shall be authenticated and delivered by the Corporate Indenture Trustee, there shall be delivered to or deposited with the Corporate Indenture Trustee the following: (i) the Request; (3ii) such supplement to this Indenture, duly executed by the price at which the Additional Notes will be issuedGrantor Trustee; (4iii) a supplement to the first interest payment date Lease, duly authorized, executed and delivered by the Lessee and the first date from which interest will accrue on Grantor Trustee, providing for adjustments to the Additional Notes; (5) the date or dates Basic Rent Percentages, Stipulated Loss Value Percentages and price or prices at which, the period or periods within whichTermination Value Percentages, and the terms definition of Lessor's Cost under the Lease required to ensure that payments of such amounts will be adequate to provide for payments required hereunder and conditions upon whichunder the Secured Notes, such Additional Notes may be redeemed, in whole or in part pursuant after giving effect to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation Notes, together with such instruments of any acquisitionconveyance, Investmentassignment and transfer, refinancing if any, necessary to subject such supplement to the Lease to the Lien and security interest of this Indenture and to perfect such Lien and security interest subject to no Liens other than Permitted Liens, and evidence as to the due recording or filing of each thereof or of financing or similar statements with respect thereto; (iv) such instruments of conveyance, assignment and transfer (including, without limitation, contractors' waivers) duly executed and delivered by the respective parties thereto, and such evidence of the due filing thereof or of financing statements or other transaction collateral documents with respect thereto, as may be required to convey to the Grantor Trustee all property included in the Lessor's Share of such Modification, if any, and to subject such property to the Lien of this Indenture, subject to no Liens except Permitted Liens; (v) originals or certified copies of all corporate actions necessary for the due and valid issue of such redemptionAdditional Notes, an “the due and valid authorization, execution, delivery and performance by the Grantor Trustee of the supplement to this Indenture relating thereto, and the due and valid authorization, execution, delivery and performance by the Lessee and the Grantor Trustee of the supplement to the Lease and the creation of the Lien and security interest thereon referred to above, all of which corporate actions shall have been duly obtained and shall be in full force and effect; together with evidence as to the due occurrence of all such authorization, execution, delivery and performance; (vi) documentation, duly executed and delivered by the respective parties thereto whereby the proposed holders of the Additional Notes Special Mandatory Redemption”agree to be bound by the terms of the Operative Documents (including, without limitation, representations and covenants corresponding to those contained in Section 7 of the Participation Agreement); (6vii) [reserved]an Officer's Certificate of the Lessee certifying (1) as to the cost of the Lessor's Share of such Modification and (2) that all conditions precedent to the issuance of the Additional Notes contained in this Section 2.08 and in Section 14 of the Participation Agreement have been satisfied unless such conditions have been waived in writing by the Indenture Trustee and Grantor Trustee; and (7viii) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that opinions of counsel as are substantially identical customary in all material respects to any other series transactions of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenturetype, including, without limitation, waiversopinions as to the due authorization, amendmentsexecution, redemptions delivery and offers enforceability and the creation and perfection of the security interest in the Lessor's Share of such Modification (subject to purchaseusual or customary exceptions, qualifications and assumptions) of such supplement to this Indenture and such Additional Notes, and such other certificates and other documents as may be reasonably requested by the Indenture Trustee to evidence the validity and binding effect of such supplement to this Indenture and such Additional Notes and compliance with this Section 2.08. (e) When the documents referred to in Section 2.08(d) shall have been delivered to or deposited with the Indenture Trustee and when such Additional Notes described in the Request and the supplement to this Indenture have been executed by the Grantor Trustee as required by this Indenture, the Corporate Indenture Trustee shall authenticate and deliver such Additional Notes in the manner described in such Request, but only upon payment to the Grantor Trustee of the sum or sums specified in such Request, whereupon the Grantor Trustee shall pay such sum or sums to the Lessee.

Additional Notes. (a) The aggregate amount of Issuers shall be entitled, subject to their compliance with Section 4.09, to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such which shall have identical terms as the Initial Notes issued subsequent to on the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance other than with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical respect to the terms date of issuance, issue price, the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date begins to accrue, applicable transfer restrictions and whether or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers not Section 3.10 shall apply with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, includingincluding waivers, without limitationconsents, waiversdirections, declarations, amendments, redemptions and offers to purchase; and none of the Holders of any Initial Notes or any Additional Notes shall have the right to vote or consent as a separate class on any matter to which such Holders are entitled to vote or consent. (b) With respect to any Additional Notes, the Issuers shall set forth in an Issuer Order, which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP number and any corresponding ISIN of such Additional Notes; (3) if applicable, that such Additional Notes shall be issuable in whole or in part in the form of one or more Global Notes and, in such case, the respective depositaries for such Global Notes, the form of any legend or legends which shall be borne by such Global Notes in addition to or in lieu of those set forth in Exhibit A hereto and any circumstances in addition to or in lieu of those set forth in Exhibit A in which any such Global Notes may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Note in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Note or a nominee thereof.

Additional Notes. (a) The aggregate amount If authorized by a resolution of the Board of Directors, the Company shall be entitled, at any time or from time to time, without the consent of any Holder, to issue additional Notes that may be authenticated and delivered under this Supplemental Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subjectwhich Additional Notes shall be entitled to all of the benefits of the Indenture. Such Additional Notes will be deemed Notes for all purposes hereunder, including, without limitation, in determining the case necessary Holders who may take the actions or consent to the taking of Additional Notes, actions as specified in compliance with Section 4.04 and Section 4.06the Indenture. Any Such Additional Notes issued will shall have terms that are substantially identical to the terms of as the Initial Notes, except in other than with respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: to (1) the aggregate principal amount of such Additional Notes; (2i) the date or dates on which such Additional Notes will be issued; of issuance, (3ii) the price at which issue price, and (iii) if applicable, the Additional Notes will be issued; (4) amount of interest payable on the first interest payment date and applicable thereto (to the first date from which interest will accrue on extent such Additional Notes are issued with a different “CUSIP”, “ISIN” or “Common Code” number than the Additional Notes; (5) ); provided that such issuance shall be made in compliance with the date or dates and price or prices at whichIndenture; provided, the period or periods within whichfurther, and the terms and conditions upon which, such that no Additional Notes may be redeemedissued with the same “CUSIP”, “ISIN” or “Common Code” number as other Notes unless it is so permitted in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of accordance with applicable law and such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes issued on the Closing Date and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this the Indenture. No Additional Notes may be issued if an Event of Default has occurred with respect to the Notes and is continuing. (b) With respect to any Additional Notes, includingthe Company shall set forth in an Officer’s Certificate, without limitationa copy of which shall be delivered to the Trustee, waiversor in a supplemental indenture, amendmentsthe following information: (i) the aggregate principal amount of Notes outstanding immediately prior to the issuance of such Additional Notes; (ii) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture; (iii) the issue price, redemptions if any, the issue date of such Additional Notes and offers the amount of interest payable on the first interest payment date applicable thereto (but only if different than the amount of interest payable on the Notes outstanding immediately prior to purchasethe issuance of such Additional Notes on the first interest payment applicable to the Additional Notes); and (iv) the “CUSIP”, “ISIN” or “Common Code” number, as applicable, of such Additional Notes.

Additional Notes. (a) The aggregate amount Subject to the next succeeding two sentences and paragraphs (b) and (c) below and Section 5.02(f)(iv), the Issuer may issue Additional Notes pursuant to this Indenture, the proceeds of which in each case shall be used to acquire Additional Aircraft or make Conversion Payments, as the case may be, or to make payments into a Cash Collateral Account or to pay expenses related thereto (each, an “Additional Issuance”). Each issuance of Additional Notes shall be authorized pursuant to one or more Board Resolutions and shall be effected only following a Rating Agency Confirmation and upon obtaining the prior written consent of the Policy Provider (unless the Policy Non-Consent Event has occurred) and the Initial Liquidity Facility Provider (unless the Initial Liquidity Facility Non-Consent Event has occurred) and upon obtaining a legal opinion that may be authenticated and delivered such Additional Notes are debt for U.S. federal income tax purposes. Each Additional Note shall constitute a “Security” for all purposes under this Indenture is unlimited. The and shall have such subclass and such further designations added or incorporated in such title as specified in the related Board Resolutions, in any indenture supplemental hereto providing for the issuance of such Notes or specified in the form of such Notes, as the case may be. (b) Each Additional Note shall contain such terms as may be issued established in one or more series pursuant to the related Board Resolutions (subject to Section 2.01), in any indenture supplemental hereto providing for the issuance of such Notes issued subsequent or specified in the form of such Notes to the Issue Dateextent permitted below, and shall have the “same ranking pursuant to Section 3.09 with respect to all other Obligations as the Notes of the class to which such Additional Notes”Notes belong (and, with respect to other subclasses of such class, as provided in Section 3.10). Prior to any issuance, subjectany or all of the following, as applicable, with respect to the related Additional Issuance shall have been determined by the Issuer and set forth in such Board Resolutions, in any indenture supplemental hereto or specified in the form of such Securities, as the case may be: (i) the subclass of Additional Notes to be issued; (ii) with respect to each such subclass of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1A) the aggregate principal amount of any such Additional Notes which may be issued; (B) the proposed date of such Additional Issuance; (C) the Expected Final Payment Date and the Final Maturity Date of any such Additional Notes; (2D) the date or dates on which whether any such Additional Notes will be issuedare to have the benefit of any Eligible Credit Facility and/or any increase in Required Amount for any Cash Collateral Account for the related class or classes of Notes and, if so, the amount and terms thereof; (3E) the price rate at which the any such Additional Notes will shall bear interest or the method by which such rate shall be issueddetermined; (4F) if other than denominations of $200,000 or higher integral multiples of $1,000 (with respect to Notes), the first interest payment date denomination or denominations in which any such Additional Notes shall be issuable; (G) any adjustments to be made, consistent with Sections 3.10 and 3.12, to the first date from which interest will accrue on applicable Pool Factors or Extended Pool Factors as result of the issuance of any such Additional Notes; (5H) the date any other terms, conditions, rights and preferences (or dates limitations on such rights and price or prices at which, the period or periods within which, and the terms and conditions upon which, preferences) relating to any such Additional Notes may (which terms shall comply with Applicable Law and not be redeemedinconsistent with the requirements or restrictions of this Indenture, in whole or in part pursuant including Section 5.02(f)(iv)); and (iii) to any special mandatory redemption using amounts released from any escrow account into which what extent the proceeds of the issuance of such Additional Notes are deposited pending consummation to be used to acquire Additional Aircraft or to make Conversion Payments, or both, and (A) in the case of any acquisitionAdditional Aircraft, Investment, refinancing or other transaction (a description of such redemption, an “Additional Notes Special Mandatory Redemption”)Aircraft and the Expected Useful Life of such Additional Aircraft; and; (6B) [reserved]; and (7) in the ISINcase of Conversion Payments, Common Code, CUSIP or other securities identification numbers with respect a description of the Aircraft to such Additional Notes, be modified and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to Expected Useful Life of such Aircraft. If any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series the terms of Notes only following the date on which any issue of any such Additional Notes Special Mandatory Redemption provision ceases are established by action taken pursuant to apply. If any one or more Board Resolutions, such Board Resolutions shall be delivered to the Trustee setting forth the terms of such Additional Notes. (c) In the event Additional Notes are not fungible issued with such Notes for U.S. federal income tax purposesthe prior consent of the Policy Provider, each of the Policy and the Policy Provider Agreement shall be amended to cover such Additional Notes will have and the Policy Provider shall deliver a separate CUSIP new Policy or other identifying numberamended Policy, as applicable, to the Trustee; provided, however, that, notwithstanding anything to the contrary herein, only subclasses of Notes that are covered by the Policy may be issued while the Policy remains outstanding. In connection with any such issuance of Additional Notes as a subclass of Notes and amendment of the Policy, the Policy Provider agrees to deliver to the Issuer, on or prior to the date of issuance, legal opinions and corporate documents in respect of the amended Policy, substantially similar in form, scope and substance to the legal opinions and corporate documents delivered by the Policy Provider on the Initial Closing Date. The Initial Notes and Policy Provider agrees that its rights of reimbursement in respect of any Additional Notes subsequently issued Policy Drawings under this Indenture the amended Policy will be treated the same as a single class for its rights of reimbursement set forth in Section 3.09, and premium payable in respect of the amended Policy shall be on the same basis and terms as the Policy Premium and the Policy Redemption Premium, if any, paid in respect of the Policy issued on the Initial Closing Date (unless otherwise agreed to by the Issuer and the Policy Provider). (d) In connection with any issuance of Additional Notes, the Issuer shall pay to all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions parties to the Related Documents all reasonable costs and offers to purchaseexpenses related thereto.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.064.04. Any Additional Notes issued will have terms that are substantially identical to the terms of the Initial NotesNotes issued on the Issue Date, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificateindenture: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes;; AMERICAS #131324944v8 (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]the provisions relating to the granting of Liens described in clause (11) of the definition of Permitted Liens in favor of the Trustee solely for the benefit of the Trustee and the Holders of such Additional Notes (and not, for the avoidance of doubt, for the benefit of the Holders of any other Notes), together with all necessary authorizations for the Trustee to enter into such arrangements; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more of any series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms Notes of one of the Initial Notestwo series issued on the date hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) have a different issue date than other Outstanding Notes of such series; (ii) have a different issue price than other Outstanding Notes of such series; (iii) have a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) have a different amount of interest that has accrued prior to the aggregate principal amount issue date of such Additional Notes; (2) the date or dates Notes than has accrued on which other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes of one of the two series issued on the date hereof; and provided further, such the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes of one of the two series issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes of any series issued on the date hereof and any Additional Notes subsequently issued under this Indenture will of the same series shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. (a) The aggregate amount of Company shall be entitled, from time to time, without notice to, or the consent of, the Holders and subject to compliance with Section 4.18, to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such that shall have identical terms as the Initial Notes issued subsequent to on the Issue Datedate hereof (except for the issue price, the “Additional Notes”date from which interest first accrues and the first Interest Payment Date), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms ; provided that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) secured by the price at which Collateral equally and ratably with the Additional Notes will be issued; (4) to the first interest payment date and extent the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisitionsecured; provided, Investmentfurther, refinancing or other transaction (that if such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying and ISIN number. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitationincluding directions, waivers, amendments, consents, redemptions and offers Change of Control Offers. No Additional Notes may be issued if an Event of Default has occurred and is continuing. With respect to purchaseany Additional Notes, the Company shall set forth in a Board Resolution and an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes; and (3) whether such Additional Notes shall be Restricted Notes.

Additional Notes. (a) The aggregate amount Issuer may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without the consent of the Holders, create and delivered under issue pursuant to this Indenture is unlimited. The Notes may be issued in one or more series additional notes (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) that shall have terms and conditions identical to those of the other Outstanding Notes, subject, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the case of Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in compliance with Section 4.04 any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and Section 4.06. Any any Additional Notes issued will have terms shall be treated as a single series for all purposes under this Indenture; provided that are substantially identical the Issuer may use different CUSIP, ISIN or other similar numbers among Dollar Notes and Euro Notes, and among Additional Notes to the terms of the Initial extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, except in respect of any of the following terms, which shall be Issuer will set forth in a supplemental indenture or an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (1i) the aggregate principal amount of such Additional NotesNotes to be authenticated and delivered pursuant to this Indenture; (2ii) the date Issue Date and the issue price of such Additional Notes; provided that no Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of Section 1273 of the Code, unless such Additional Notes have a separate CUSIP, ISIN or dates on which other similar number from other Notes; and (iii) whether such Additional Notes will be issued; subject to transfer restrictions under the Securities Act (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”applicable securities laws); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more of any series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms Notes of one of the Initial Notesthree series issued on the date hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) the aggregate principal amount have a different issue date than other Outstanding Notes of such Additional Notesseries; (2ii) have a different issue price than other Outstanding Notes of such series; (iii) have a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) have a different amount of interest payable on the date or dates first Interest Payment Date after issuance than is payable on which other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes of one of the three series issued on the date hereof; and provided further, such the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes of one of the three series issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will of the same series shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. (a) The aggregate amount of Company shall be entitled, from time to time, without notice to, or the consent of, the Holders and subject to compliance with Section 4.18, to issue Additional Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such that shall have identical terms as the Initial Notes issued subsequent to on the Issue Datedate hereof (except for the issue price, the “Additional Notes”date from which interest first accrues and the first Interest Payment Date), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms ; provided that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) secured by the price at which Collateral equally and ratably with the Additional Notes will be issued; (4) to the first interest payment date and extent the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisitionsecured; provided, Investmentfurther, refinancing or other transaction (that if such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP or other identifying and ISIN number. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitationincluding directions, waivers, amendments, redemptions consents and offers redemptions. No Additional Notes may be issued if an Event of Default has occurred and is continuing. With respect to purchaseany Additional Notes, the Company shall set forth in an Officer’s Certificate, a copy of which shall be delivered to the Trustee, the following information: (1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (2) the issue price, the issue date and the CUSIP and/or ISIN number of such Additional Notes; and (3) whether such Additional Notes shall be Restricted Notes. In addition, the Company may, to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company), repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender or exchange offer or through counterparties to private agreements, including by cash-settled swaps or other derivatives, in each case, without prior notice to the Holders of the Notes. The Company may, at its option and to the extent permitted by applicable law, reissue, resell or surrender to the Trustee for cancellation in accordance with Section 2.13 any Notes that the Company may repurchase; provided that if any such reissued Notes are not fungible with the Notes issued on the date hereof under this Indenture for U.S. federal income tax purposes, such reissued Notes shall have one or more separate CUSIP numbers). Any Notes that the Company may repurchase shall be considered outstanding under this Indenture (except for voting purposes) unless and until such time the Company surrenders them to the Trustee for cancellation and, upon receipt of a Company Order, the Trustee shall cancel all Notes so surrendered in accordance with Section 2.13.

Additional Notes. (a1) The aggregate amount Subject to section 3.6 hereof1 Additional Notes of Notes that may be authenticated and delivered under this Indenture is unlimited. The Notes the Owner Trustee may be issued under and secured by this Indenture, at any time or from time to time, in one or more series (any such Notes issued subsequent addition to the Issue DateInitial Series Note and subject to the conditions hereinafter provided in this Section, the “Additional Notes”), subject, for cash in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms amount of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate original principal amount of such Additional Notes; , for the purpose of (2i) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional refunding any previously issued series of Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part and/or (ii) providing funds for the payment of all or any portion of the Supplemental Financing Amount relating to Capital Improvements made or installed from time to time pursuant to the Facility Lease; provided, however, that (x} in the case of Notes issued for the purposes set forth in clause (ii) of this section 3.5, no Note shall be issued by the Owner Trustee pursuant to this Section 3.5 unless such Notes may be pledged in accordance with Section 2.15(b) of the collateral Trust Indenture and serve as the basis for Additional Bonds and (y) in the case of Notes issued for the purposes set forth in clause (i) of this. section 3.5, no Note shall be issued by the Owner Trustee pursuant to this section 3.5 unless section 2(c) of the participation Agreement (if applicable) shall have been complied with. (2) Before any Additional Notes shall be issued under the provisions of this Section 3.5, the owner Trustee shall have received from the Owner participant, and delivered to the Indenture Trustee not less than 2 Business Days nor more than 30 Business Days prior to the proposed date of issuance of such Additional Notes as set forth in the below mentioned request and authorization, a request and authorization to issue Additional Notes, which request and authorization shall include the amount of such Additional Notes, the date of issuance of such Additional Notes and details with respect thereto which are not inconsistent with this section. Additional Notes shall have a designation so as to distinguish such Additional Notes from the Initial series Note but otherwise shall be substantially similar in terms to the Initial Series Note, shall specify maturity dates, rank pari passu with all Notes then Outstanding, be dated their respective dates of authentication, bear interest at such rates (which may be fixed or floating) as shall be indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the last day of the Basic Lease Term. (3) Except as to any differences in the maturity dates and amortization schedules of the Additional Notes or the rate or rates of interest thereon and the date or dates such interest is payable or the provisions for redemption with respect thereto, if any, such Additional Notes shall be on a parity with, and shall be entitled to the same benefits and security of this Indenture as, other Notes issued pursuant to the terms hereof. (4) The terms, conditions and designations of such Additional Notes (which shall be consistent with this Indenture) shall be set forth in an indenture supplemental to this Indenture executed by the Owner Trustee and the Indenture Trustee. Such Additional Notes shall be executed as provided in section 3.2 and deposited with the Indenture Trustee for authentication, but before such Additional Notes shall be authenticated and delivered by the Indenture Trustee there shall be filed with the Indenture Trustee, in addition to the other documents and certificates required by this section 3.5, the following, all of which shall be dated as of the date of the supplemental indenture: (a) a copy of such supplemental indenture (which shall include the form of such series of Notes in respect thereof); (b) a certificate of a Responsible Officer of the Owner Trustee (i) stating that to the best of his knowledge no Default or Event of Default or Indenture Event of Default has occurred and is continuing, (ii) stating that the conditions in respect of the issuance of such additional series of Notes contained in this Section 3.5 have been satisfied, (iii) stating that payments pursuant to the Facility Lease of Basic Rent, Casualty value, Special Casualty value and Termination value and of amounts in respect of the exercise of the Cure Option and the occurrence of special mandatory redemption using amounts released from any escrow Purchase Event are sufficient to pay all the Outstanding Notes, after taking into account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of and any acquisition, Investment, refinancing or other transaction (such related redemption, an “Additional and (iv)1 in the case of Notes Special Mandatory Redemption”issued for the purpose set forth in clause (ii) of Section 3.5(1), stating that all conditions to the related supplemental Financing as set forth in Section 8(f) of the Facility Lease have been satisfied or waived in accordance with such Section 8(f); (6c) [reserved]such additional documents, certificates and opinions as shall be reasonably requested by, and acceptable to, the Owner Trustee and the Indenture Trustee. (d) a request and authorization to the Indenture Trustee by or on behalf of the Owner Trustee to authenticate and deliver such Additional Notes to or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are stated therein, upon payment to the Indenture Trustee, but for the account of the Owner Trustee, of the sum or sums specified in such request and authorization; and (7e) an opinion of counsel to the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and effect that the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series conditions precedent required under this Indenture for the issuance of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases have been complied with. When the documents referred to apply. If any in the foregoing clauses (a) through (e) above shall have been filed with the Indenture Trustee and when the Additional Notes are not fungible with such Notes for U.S. federal income tax purposesdescribed in the above-mentioned order and authorization shall have been executed and authenticated as required by this Indenture, the Indenture Trustee shall deliver such Additional Notes will have a separate CUSIP in the manner described in clause (d) above, but only upon payment to the Indenture Trustee of the sum or other identifying number. The Initial Notes sums specified in such request and any Additional Notes subsequently issued under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseauthorization.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of Notes issued on the Initial Notesdate hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) have a different issue date than other Outstanding Notes of such series; (ii) have a different issue price than other Outstanding Notes of such series; (iii) have a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) have a different amount of interest that has accrued prior to the aggregate principal amount issue date of such Additional Notes; (2) the date or dates Notes than has accrued on which other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with the Notes issued on the date hereof; and provided, such further, that the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will of the same series shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. (a) The aggregate amount As of the date hereof, the Company shall issue the New Notes that may be authenticated and delivered under pursuant to this Supplemental Indenture is unlimitedNo. 1. The Notes may be issued in one or more series (any such New Notes issued subsequent pursuant to this Supplemental Indenture No. 1 constitute Additional Notes issued pursuant to Section 2.01 of the Initial Indenture and shall be consolidated with and form a single class with the Existing Notes previously established pursuant to the Issue DateInitial Indenture. The New Notes shall have the same terms and conditions in all respects as the Existing Notes, except that the “Additional Notes”)issue date of the New Notes shall be July 13, subject2017 and the issue price shall be 105.5% of the aggregate principal amount thereof plus accrued and unpaid interest from February 9, 2017. The New Notes will be (and in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional the New Notes issued will have terms that are substantially identical to the terms of the Initial Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (1) the aggregate principal amount of such Additional Notes; (2) the date or dates on which such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of Regulation S under the issuance of such Additional Securities Act, after being mandatorily exchanged for New Notes are deposited pending consummation of any acquisitionwith the same CUSIP/ISIN numbers as the Existing Notes issued pursuant to Regulation S under the Securities Act as described below, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6will be) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposes with the Existing Notes and will have the same issue date and issue price as the Existing Notes for such purposes, such Additional . The New Notes issued in the form of Global Notes will have be issued under the same CUSIP/ISIN numbers as the Existing Notes (except that New Notes issued pursuant to Regulation S under the Securities Act will trade separately under different CUSIP/ISIN numbers until at least 40 days after the issue date of the New Notes and thereafter, subject to the terms hereof); it being understood that any New Notes issued in the form of a separate CUSIP or other identifying numberDefinitive Note may be exchanged for a beneficial interest in a Global Note in accordance with the provisions of the Initial Indenture. The Initial form of the global notes or definitive notes representing the New Notes and any Additional Notes subsequently issued under this Indenture will be treated is attached hereto as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase.Exhibit A.

Additional Notes. (a) The aggregate amount Company may, from time to time, subject to compliance with any other applicable provisions of Notes that may be authenticated this Indenture, without notice to or consent of the Holders of the Notes, create and delivered under issue pursuant to this Indenture is unlimited. The additional Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”)) having terms and conditions set forth in this Supplemental Indenture, subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms that are substantially identical to the terms of Notes issued on the Initial Notesdate hereof, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes may: (1i) the aggregate principal amount of such Additional have a different issue date than other Outstanding Notes; (2ii) have a different issue price than other Outstanding Notes; (iii) have a different initial Interest Payment Date than other Outstanding Notes; and (iv) have a different amount of interest that has accrued prior to the issue date or dates of such Additional Notes than has accrued on which other Outstanding Notes; provided, no Additional Notes shall be issued unless such Additional Notes will be issued; (3) the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the ISIN, Common Code, CUSIP or other securities identification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) Any Additional Notes that are substantially identical in all material respects to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption shall be deemed to be substantially identical to such series of Notes only following the date on which any such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such Notes for U.S. federal income tax purposesand securities law purposes with Notes issued on the date hereof; and provided further, such the Additional Notes will have a separate the same CUSIP or other identifying numbernumber as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any Event of Default has occurred and is continuing. The Initial Notes issued on the date hereof and any Additional Notes subsequently issued under this Indenture will shall be treated as a single class for all purposes under this Indenture, including, without limitation, including waivers, amendmentsamendments and United States federal tax purposes. With respect to any issuance of Additional Notes, redemptions the Company shall deliver to the Trustee a resolution of the Board of Directors or, if applicable, a certificate signed by the Chairman of the Board of Directors of the Company, the Chief Executive Officer, the Chief Financial Officer or the Treasurer of the Company and offers an Officers’ Certificate in respect of such Additional Notes, which shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to purchasebe authenticated and delivered pursuant to this Indenture; and (ii) the issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the first Interest Payment Date, the CUSIP number and corresponding ISIN of such Additional Notes.

Additional Notes. (a) The aggregate amount of Notes that may be authenticated From and delivered under this Indenture is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to after the Issue Date, the “Additional Notes”)Company may, subjectfrom time to time, in the case of Additional Notes, in subject to compliance with Section 4.04 any other applicable provisions of this Indenture, without the consent of the Holders, create and Section 4.06. Any issue pursuant to this Indenture Additional Notes issued will have having terms that are substantially and conditions identical to the terms those of the Initial Outstanding Notes, except in respect of any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificatethat Additional Notes: (1a) the aggregate principal amount of such Additional Notesmay have a different issue date; (2b) may have a different amount of interest payable on the date or dates on which first Interest Payment Date after issuance; (c) may have a different issue price; provided, that no Additional Notes shall be issued at a price that would cause such Additional Notes will be issued; (3) to have “original issue discount” within the price at which the Additional Notes will be issued; (4) the first interest payment date and the first date from which interest will accrue on the Additional Notes; (5) the date or dates and price or prices at which, the period or periods within which, and the terms and conditions upon which, such Additional Notes may be redeemed, in whole or in part pursuant to any special mandatory redemption using amounts released from any escrow account into which proceeds meaning of Section 1273 of the issuance of such Additional Notes are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “Additional Notes Special Mandatory Redemption”); (6) [reserved]Code; and (7d) may have terms specified in the ISINAdditional Note Board Resolution or Additional Note Supplemental Indenture, Common Codecopies of which shall be delivered to the Trustee, CUSIP for such Additional Notes making appropriate adjustments to this Article II and Exhibit A (and related definitions) applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities identification numbers with respect laws) and any registration rights or similar agreement applicable to such Additional Notes, and which are not adverse in any material respect to the relevant clearing systems. Holder of any Notes (b) Any other than such Additional Notes Notes); provided, that are substantially identical in all material respects no adjustment pursuant to any other series of Notes but for being subject to an Additional Notes Special Mandatory Redemption this Section 2.15 shall be deemed to be substantially identical to such series of Notes only following the date on which any cause such Additional Notes Special Mandatory Redemption provision ceases to apply. If any Additional Notes are not fungible with such constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the Original Notes for U.S. federal income tax purposes, such purposes except for Additional Notes will that have a separate CUSIP or CUSIP, ISIN and/or other identifying number. The Initial similar number from the Notes and any Additional Notes subsequently issued pending performance by the Company of its obligations under this Indenture will be treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchaseregistration rights agreement.