Common use of Additional Notes Clause in Contracts

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 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 Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date Notes and any Additional Notes shall be treated as a single series for all purposes under this Indenture; providedprovided that such Additional Notes are either (i) part of the same “issue” as the Issue Date Notes for U.S. federal income tax purposes, that the Issuer may use (ii) issued pursuant to a “qualified reopening” for U.S. federal income tax purposes, or (iii) issued with a different CUSIP or other similar numbers among than the Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 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 Issuer may, from time to at any time, subject on one or more occasions issue one or more new Classes of Additional Notes by requesting Additional Note Commitments to compliance with any other applicable provisions of this Indenture, without purchase such Additional Notes in an aggregate outstanding principal amount not to exceed the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect toIncremental Cap; provided that: (i) no Additional Note Commitment may be in an amount that is less than $5,000,000 (or such lesser amount to which the Issue Date;Purchaser Representative may reasonably agree (acting at the instruction of the Required Purchasers)), (ii) except as the amount Issuer and any Initial Purchaser or Delayed Draw Purchaser may separately agree, no Initial Purchaser or Delayed Draw Purchaser shall be obligated to provide any Additional Note Commitment, and the determination to provide any Additional Note Commitment shall be within the sole and absolute discretion of interest payable on such Purchaser (it being agreed that the first Interest Payment Date therefor;Issuer shall not be obligated to offer the opportunity to any Purchaser to participate in any Additional Notes except to the extent required pursuant to Section 2.25(b)), (iii) the issue price; andissuance of such Additional Notes 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) any adjustments necessary except as otherwise provided in order to conform to and ensure compliance clause (ix) below with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to fees, the Holder terms of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes identical to any then-existing Notes, (v) [reserved], (vi) [reserved], (vii) [reserved], (viii) [reserved], (ix) to the extent required to comply applicable, any fees payable in connection with securities or tax law requirementsany 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, including to permit delegending 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 Section 2.9(h).the Collateral Documents on a pari passu basis with the then-existing Notes, (bxi) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information:[reserved], (ixii) the aggregate principal amount no Event of such Additional Notes Default shall exist immediately prior to be authenticated and delivered pursuant or after giving effect to this Indenture; (ii) the Issue Date and the issue price of such Additional Notes; provided, that notwithstanding the foregoing, in the case of any Additional Notes issued in connection with 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 issued at a used for working capital and/or purchase price adjustments and other general corporate purposes (including Capital Expenditures, acquisitions and Investments); provided, that would cause the proceeds of any Additional Notes may not be used to make Restricted Payments and/or Restricted Debt Payments, (b) (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 have “original issue discount” within agree or decline to provide the meaning of Section 1273 applicable Additional Note Commitments in its sole discretion, provided, that if any of the Codeexisting Purchasers have declined the offer to provide the Offered Debt, unless 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 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. (c) Each Purchaser or Additional 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 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 issuance 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 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 other similar number from other consenting to such Additional Notes; , and (iiiB) whether 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 or commitments pursuant to this Section 2.25 and such Additional Notes will technical amendments as may be subject 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 provision in Sections 2.21 or 9.02 to transfer restrictions under the Securities Act (or other applicable securities laws)contrary.

Additional Notes. (a) The Issuer may, from time to time, subject Subject to compliance with any other applicable provisions of this IndentureSections 4.07 and 4.10, without the consent of the Holders, create and Issuer shall be entitled to issue pursuant to Additional Notes under this Indenture additional notes (“Additional Notes”) that in an unlimited aggregate principal amount, each of which shall have identical terms and conditions identical to those of as the other Outstanding Initial Notes, except respectively, other than 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder date of any Outstanding issuance and issue price and first payment of interest (and, if such Additional Notes (shall be issued in the form of Restricted Global Notes or Restricted Certificated Notes, other than such Additional Noteswith respect to transfer restrictions with respect thereto). The Initial Notes issued on the Issue Date and any Additional Notes shall be treated as a single series class, in each case for all purposes under this Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase; provided, however, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to shall be issued under a separate CUSIP and ISIN unless the extent required to comply with securities or tax law requirements, including to permit delegending Additional Notes are issued pursuant to Section 2.9(h). (b) 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 will shall set forth in a resolution of its Board of Directors and an Officer’s Certificate Certificate, a copy of the Issuer (the “Additional Note Certificate”), copies of each which will shall be delivered to the TrusteeTrustee and the Agent, the following information: (ia) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (iib) the Issue Date issue price, the issue date and the issue price CUSIP and/or ISIN number(s) (if then generally in use) 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 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 Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date Notes and any Additional Notes shall be treated as a single series for all purposes under this Indenture; providedprovided that such Additional Notes are either (i) part of the same “issue” as the Issue Date Notes for U.S. federal income tax purposes, that the Issuer may use (ii) issued pursuant to a “qualified reopening” for U.S. federal income tax purposes, or (iii) issued with a different CUSIP ISIN or other similar numbers among than the Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 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 Issuer may, from time to timeCompany shall be entitled, subject to its compliance with any other applicable provisions of Article Four, to issue Additional Notes under this Supplemental Indenture, without the consent . Any Additional Notes shall be part of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of same series as the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Initial Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; providedDate, that rank equally with the Issuer may use different CUSIP or other similar numbers among Issue Date Initial Notes and among Additional Notes have identical terms and conditions to the extent required 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 comply with securities or tax law requirementsthe payment of interest accruing prior to the issue date of such Additional Notes, including to permit delegending pursuant to Section 2.9(h)and (ii) the first payment of interest following the issue date of such Additional Notes. (b) With respect to any Additional Notes, the Issuer will 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 Officer’s Officers’ Certificate of the Issuer or (the “Additional Note Certificate”), copies of which will be delivered ii) established in one or more indentures supplemental to the TrusteeIndenture, prior to the following informationissuance of such Additional Notes: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this the Indenture; (ii) the Issue Date issue price, the issue date (and the issue price corresponding date from which interest shall accrue thereon and the first interest payment date therefor) and the CUSIP or ISIN number of such Additional Notes; provided; (iii) if applicable, that no 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. (c) If any of the terms of any Additional Notes are established by action taken pursuant to a Board Resolution, 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. (d) The Initial Notes and any Additional Notes subsequently issued at upon original issue under this Indenture shall be considered collectively as a price that would cause single class for all purposes of the Indenture, including 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 have “original issue discount” within become fungible and interchangeable with the meaning of Section 1273 of Initial Notes originally issued under the Code, unless such Supplemental Indenture. Indebtedness represented by Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii) whether such Additional Notes will shall be subject to transfer restrictions under the Securities Act (or other applicable securities laws)covenants contained in this Supplemental Indenture.

Additional Notes. (a) The Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes (“Additional Notes”) that shall have having terms and conditions set forth in Exhibit A, identical to those of the other Outstanding NotesNotes issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes; (ii) the have a different issue price than other Outstanding Notes; and (iii) have a different amount of interest payable on the first Interest Payment Date therefor; (iii) after issuance than is payable on other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be fungible for U.S. federal income tax and securities law purposes with Notes issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue price; and (iv) date therefor, any adjustments necessary in order to conform to Event of Default has occurred and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes)is continuing. The Notes issued on the Issue Date date hereof and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer Board of Directors or, if applicable, a certificate signed by a Designated Officer (as defined in the “Additional Note Certificate”), copies resolutions of which will be delivered the Board of Directors of the Company with respect to the TrusteeDecember 11, 2008 meeting, as may be amended or supplemented) 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;; and (ii) the Issue Date issue date, issue price, amount of interest accrued and payable on the issue price first Interest Payment Date, the first Interest Payment Date, the CUSIP number and corresponding ISIN 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 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 Issuer 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 (“"Additional Notes”") that shall have having terms and conditions set forth in Exhibit A identical to those of the other Outstanding Notes, except with respect tothat Additional Notes: (i) the Issue Datemay have a different issue date from other Outstanding Notes; (ii) the may have a different amount of interest payable on the first Interest Payment Date thereforafter issuance than is payable on other Outstanding Notes; (iii) may have terms specified in the issue price; and Additional Note Board Resolution or Additional Note Supplemental Indenture for such Additional Notes making appropriate adjustments to this Article II and Exhibit A (ivand related definitions) any adjustments necessary applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 and the issue price of such Additional Notes; provided, that no Additional Notes may be issued at a price that would such adjustment shall cause such Additional Notes to have “original issue discount” within constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the meaning of Section 1273 of the Code, unless such Issue Date Notes for U.S. federal income tax purposes except for Additional Notes that have a separate CUSIP or other similar number from other NotesOutstanding Notes pending performance under a Registration Rights Agreement applicable thereto; and (iiiiv) whether may be entitled to additional interest as provided in Section 2.14 not applicable to other Outstanding Notes and may not be entitled to such Additional Notes will be subject additional interest applicable to transfer restrictions under the Securities Act (or other applicable securities laws)Outstanding Notes.

Additional Notes. (a) The Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes of either series (“Additional Notes”) that shall have having terms and conditions set forth in this Supplemental Indenture, identical to those the Notes of one of the other Outstanding Notestwo series issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes of such series; (ii) the 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 first Interest Payment Date therefor; (iii) after issuance than is payable on other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be fungible for U.S. federal income tax and securities law purposes with Notes of one of the two series issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number as the Notes of one of the two series issued on the date hereof. No Additional Notes may be issued if on the issue price; and (iv) date therefor, any adjustments necessary in order to conform to Event of Default has occurred and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes)is continuing. The Notes issued on the Issue Date date hereof and any Additional Notes of the same series shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (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 an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (ii) the Issue Date issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the issue price first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN 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 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 Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes of any series (“Additional Notes”) that shall have having terms and conditions set forth in this Supplemental Indenture, identical to those the Notes of one of the other Outstanding Notesthree series issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes of such series; (ii) the amount have a different issue price than other Outstanding Notes of interest payable on the first Interest Payment Date thereforsuch series; (iii) the issue pricehave a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) any adjustments necessary in order have a different amount of interest that has accrued prior to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to issue date of such Additional Notes, which are not adverse in any material respect to the Holder of any Notes than has accrued on other Outstanding Notes (other than of such series; provided, no Additional Notes shall be issued unless such Additional Notes)Notes will be fungible for U.S. federal income tax and securities law purposes with Notes of one of the three series issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number 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 Notes of any series issued on the Issue Date date hereof and any Additional Notes of the same series shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (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 an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (ii) the Issue Date issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the issue price first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN 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 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 Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will 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 Officer’s Officers’ Certificate of the Issuer or (the “Additional Note Certificate”), copies of which will be delivered ii) established in one or more indentures supplemental to the TrusteeIndenture, prior to the following informationissuance of such Additional Notes: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this the Indenture; (ii) the Issue Date issue price and the issue price date 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 including the meaning of Section 1273 of date from which interest shall accrue and the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notesfirst interest payment date therefor; and (iii) whether if applicable, that such Additional Notes shall be issuable in whole or in part 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 circumstances in addition to or in lieu of those set forth in Exhibit A in which any such Global Securities may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the depositary for such Global Security or a nominee thereof. (b) If any of the terms of any Additional Notes are established by action taken pursuant to a Board Resolution, 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. (c) The Initial Notes and any Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. Holders of the Initial Notes and any Additional Notes will be subject vote and consent together on all matters to transfer restrictions under which such Holders are entitled to vote or consent as one class, and none of the Securities Act (Holders of the Initial Notes or other applicable securities laws)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.

Additional Notes. (a) The Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes (“Additional Notes”) that shall have having terms and conditions set forth in this Supplemental Indenture, identical to those of the other Outstanding NotesNotes issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes; (ii) the 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 first Interest Payment Date therefor; (iii) after issuance than is payable on other Outstanding Notes; provided, no Additional Notes shall be issued unless such Additional Notes will be fungible for U.S. federal income tax and securities law purposes with Notes issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue price; and (iv) date therefor, any adjustments necessary in order to conform to Event of Default has occurred and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes)is continuing. The Notes issued on the Issue Date date hereof and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (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 an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (ii) the Issue Date issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the issue price first Interest Payment Date, the CUSIP number and corresponding ISIN 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 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 Issuer maySubject to the covenants described below, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and Company may issue pursuant to this Indenture additional notes (the “Additional Notes”) ), in an unlimited amount from time to time under the indenture having the same terms in all respects as the notes except that shall have terms and conditions identical to those of the other Outstanding Notesinterest on such Additional Notes may, 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 if provided in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are accrue from the date of their issuance or from the most recent interest payment date and not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on from the Issue Date Date. Any Additional Notes will be secured, equally and ratably, with the notes and any other Priority Lien Obligations. Except as otherwise stated herein, the notes offered hereby and any Additional Notes shall subsequently issued under the indenture will be treated as a single series class for all purposes under this Indenture; providedthe indenture, that including, without limitation, waivers, amendments, redemptions and offers to purchase and will vote together as one class on all matters. Notwithstanding the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among foregoing, any Additional Notes to that are not fungible with the extent required to comply with securities or notes offered hereunder for United States federal income tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 purposes shall have a separate CUSIP or other similar number and ISIN from other the notes. Unless the context requires otherwise, references to “notes” for all purposes of the indenture and this “Description of the New Peabody Notes; and (iii) whether such ” 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 subject to transfer restrictions 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 Securities Act (or Existing Credit Facility, the LC Agreement, the 2025 Notes Indenture, the 2022 Notes Indenture and any other applicable securities laws).Priority Lien Debt. Each Note Guarantee of the notes:

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, provided that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 and the issue price of such Additional Notes; provided, 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 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 Issuer mayCompany shall be entitled, from time to time, without notice to, or the consent of the Holders and subject to compliance with any other applicable provisions of this IndentureSection 4.08, without the consent of the Holders, create and to issue pursuant to Additional Notes under this Indenture additional notes (“Additional Notes”) that shall have identical terms and conditions identical to those of as the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Initial Notes issued on the Issue Date date hereof, other than with respect to the date of issuance, first interest payment date and issue price; provided that any Additional Notes will be secured by the Collateral equally and ratably with the Notes to the extent the Notes are secured; provided, further, that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP and ISIN number. The Initial Notes issued on the date hereof and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes including directions, waivers, amendments, consents, redemptions and among Change of Control Offers. No Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) may be issued if an Event of Default has occurred. With respect to any Additional Notes, the Issuer will Company shall set forth in a Board Resolution and an Officer’s Certificate Certificate, a copy of the Issuer (the “Additional Note Certificate”), copies each of which will shall be delivered to the Trustee, the following information: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii2) the issue price, the Issue Date and the issue price CUSIP and/or ISIN 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 Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii3) whether such Additional Notes will shall be subject to transfer restrictions under the Securities Act (or other applicable securities laws)Restricted Notes.

Additional Notes. (a) The Issuer may, from time to timeCompany shall be entitled, subject to its compliance with any other applicable provisions of Article Four, to issue Additional Notes under this Supplemental Indenture, without the consent . Any Additional Notes shall be part of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of same series as the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Initial Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; providedDate, that rank equally with the Issuer may use different CUSIP or other similar numbers among Issue Date Initial Notes and among Additional Notes have identical terms and conditions to the extent required 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 comply with securities or tax law requirementsthe payment of interest accruing prior to the issue date of such Additional Notes, including to permit delegending pursuant to Section 2.9(h)and (ii) the first payment of interest following the issue date of such Additional Notes. (b) With respect to any Additional Notes, the Issuer will 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 Officer’s Officers’ Certificate of the Issuer or (the “Additional Note Certificate”), copies of which will be delivered ii) established in one or more indentures supplemental to the TrusteeIndenture, prior to the following informationissuance of such Additional Notes: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this the Indenture; (ii) the Issue Date issue price, the issue date (and the issue price corresponding date from which interest shall accrue thereon and the first interest payment date therefor) and the CUSIP or ISIN 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 Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and; (iii) whether such Additional Notes will shall be subject to the restrictions on transfer restrictions 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 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 circumstances in addition to or in lieu of those set forth in, as applicable, Exhibit A1 or Exhibit A2 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. (c) If any of the terms of any Additional Notes are established by action taken pursuant to a Board Resolution, 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. (d) The Initial Notes and any Additional Notes subsequently issued upon original issue under this Indenture and all Exchange Notes issued in exchange therefor shall be considered collectively as a single class for all purposes of the Indenture, including 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 Securities Act Supplemental Indenture (or other applicable securities lawsand 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 Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the HoldersNoteholders, create and issue pursuant to this Indenture additional notes Notes (“Additional Notes”) that shall have having terms and conditions set forth in Exhibit A identical to those of the other Outstanding outstanding Notes, except with respect tothat Additional Notes may: (i1) have a different Issue Date from the Issue DateDate for other outstanding Notes; (ii2) the amount of interest payable on the first Interest Payment Date therefor; (iii) the have a different issue priceprice than other outstanding Notes; and (iv3) any have terms specified in the Additional Notes Board Resolutions for such Additional Notes making appropriate adjustments necessary 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) and any registration rights or similar agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding outstanding Notes (other than such Additional Notes); provided, that no adjustment pursuant to this ‎Section 2.14 shall cause such Additional Notes to constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the Notes issued on the Issue Date for U.S. federal income tax purposes; and provided further, that the Additional Notes have the same CUSIP number as other outstanding Notes. No Additional Notes may be issued if on the Issue Date therefor any Event of Default has occurred and is continuing. The Notes originally issued on the Issue Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including waivers, amendments, offers to permit delegending pursuant to Section 2.9(h). (b) purchase and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered Company shall deliver to the TrusteeTrustee 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: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii2) the Issue Date Date, issue price, amount of interest accrued and payable on the issue price first Interest Payment Date, first Interest Payment Date, CUSIP number (if any) and corresponding ISIN of such Additional Notes; provided, that no Additional Notes may and (3) such matters as shall be issued at a price that would cause applicable to such Additional Notes to have “original issue discount” within the meaning of Section 1273 as described in clauses (2) and (3) of the Code, unless such Additional Notes have a separate CUSIP 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)first paragraph of this ‎Section 2.14.

Additional Notes. (a) The Issuer Company may, from time to time, subject to compliance with any other applicable the provisions of this Indenture, without the consent Indenture (including Section 2.04 of the HoldersBase Indenture), create and originally issue pursuant additional Notes with the same terms as the Initial Notes (except, to this Indenture the extent applicable, with respect to the date as of which interest begins to accrue on such additional notes (“Additional Notes”) that shall have terms and conditions identical , the first Interest Payment Date of such additional Notes and, if applicable, restrictions on transfer in respect of such additional Notes), which additional Notes will, subject to those 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 if any such additional Notes are not fungible with other Outstanding 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, except with respect tothe Trustee will receive: (i) a copy of the Issue Dateresolution 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) 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notesan executed supplemental indenture, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 or other similar number from other Notesif any; and (iii) whether an Opinion of Counsel which will state: (1) that the conditions precedent to the issuance, authentication and delivery of such Additional Notes will be have been complied with; (2) that the form and terms of such Notes have been established in conformity with the provisions of the Indenture; and (3) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to transfer restrictions under any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Securities Act (Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or other applicable securities laws)affecting the enforcement of creditors’ rights and to general equity principles.

Additional Notes. (a) The Issuer mayOn the basis of the representations, from time to timewarranties, agreements and covenants herein contained and 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 (“Additional Notes”) that shall have terms and conditions identical herein set forth, the Company may, upon [ * * * ] on or prior to those December 31, 1999 and upon not less than 60 days' prior written notice (the "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") and having the Additional Note Conversion Price (as defined in Section 12(c)), to be issued in 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, (i) make all remaining milestone payments, if any, due and payable to the stockholders, creditors and other Outstanding Notesobligees of Seragen, except Inc. ("Seragen"), pursuant to and in accordance with respect to: the terms of that certain Agreement and Plan of Reorganization, dated as of May 11, 1998, by and among Seragen, the 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"), (ii) pay the purchase price for the assets of Marathon Biopharmaceuticals, LLC ("Marathon"), pursuant to and in accordance with the 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 Issue proposed closing date of such purchase and sale of Additional Notes, which shall be a date at least 60 days but not more than 180 days prior to such Additional Closing Date (each such date, an "Additional Closing Date; "), (ii) the amount Additional Note Issue Price of interest payable the Additional Notes proposed to be issued and sold by the Company on the first Interest Payment such Additional Closing Date therefor; and (iii) a description in reasonable detail of the issue price; and (iv) any adjustments necessary in order transaction or transactions pursuant to conform which the Company proposes to utilize the gross proceeds to be received by the Company from such proposed issuance and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such sale of Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes description shall be treated as a single series for accompanied by all purposes under this Indenture; provideddocuments and agreements entered into or proposed to be entered into in connection with such transaction or transactions, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities such documents or tax law requirements, including to permit delegending pursuant to Section 2.9(h)any preliminary drafts thereof are available at the time such Purchase Request is provided by the Company. (b) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 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 Issuer maySo long as no Charter Event of ---------------- Default or Indenture Event of Default shall have occurred and be continuing, Additional Notes of one or more series may be issued under and secured by this Indenture at any time or from time to time, subject to compliance with any other applicable provisions the conditions hereinafter provided in this Section 2.08, for the purpose of this Indenture, without the consent of the Holders, create and issue pursuant providing funds to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: finance (i) the Issue Date; cost of any Modifications to the Vessel undertaken pursuant to Article 13 of the Charter or (ii) the amount cost 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect Alteration to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending Vessel undertaken pursuant to Section 2.9(h)15 of the Construction Contract. Any Additional Notes issued hereunder may be issued to any Person, including, without limitation affiliates of the Guarantor, other than the Pass Through Trustee. (b) With respect Prior to the issuance of any Additional Notes of any series pursuant to this Section 2.08, the Owner Trust shall have 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 Issuer will 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, 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 Participation Agreement) shall be set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered a supplement to this Indenture in form and substance reasonably satisfactory to the Indenture Trustee, which shall be executed by the following informationOwner Trust and the Indenture Trustee. Such indenture supplement shall set forth: (i) the aggregate principal amount of such Additional Notes (which amount with respect to be authenticated and delivered Additional Notes issued pursuant to clause (a)(i) or a(ii) of this Indenture; Section 2.08 shall not exceed 100% of the 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 Issue Date and issuance of the issue price of such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause such pursuant to clause (a)(ii) of this Section 2.08, the aggregate unpaid principal amount of all Secured Notes Outstanding (including any other Additional Notes to have “original issue discount” within the meaning of issued under this Section 1273 2.08), which amount shall not exceed 80% of the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notesinitial cost of the Vessel; and (iii) whether such after giving effect to the issuance of the Additional Notes will 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 other Additional Notes issued under this 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 subject determined by reference to transfer restrictions the amounts paid or payable to the Builder under the Securities Act (Construction Contract and the amounts paid or other applicable securities laws).payable to the Supervisor under the Supervisory Agreement;

Additional Notes. (a) The Issuer may, from time to timeIssuers shall be entitled, subject to their compliance with any other applicable provisions of this IndentureSection 4.09, without the consent of the Holders, create and to issue pursuant to Additional Notes under this Indenture additional notes (“Additional Notes”) that which shall have identical terms and conditions identical to those of as the other Outstanding Notes, except with respect to: (i) Initial Notes issued on 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 , other than with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder date of any Outstanding Notes (other than such Additional Notes)issuance, issue price, the date from which interest begins to accrue and applicable transfer restrictions. The Initial Notes issued on the Issue Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture, including waivers, consents, directions, declarations, amendments, redemptions and offers to purchase; provided, that and none of the Issuer may use different CUSIP Holders of any Initial Notes or other similar numbers among Issue Date Notes and among any Additional Notes shall have the right to the extent required vote or consent as a separate class on any matter to comply with securities which such Holders are entitled to vote or tax law requirements, including to permit delegending pursuant to Section 2.9(h)consent. (b) With respect to any Additional Notes, the Issuer will Issuers shall set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”)Order, copies of which will shall be delivered to the Trustee, the following information: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii2) the Issue Date issue price, the issue date and the issue price CUSIP number and any corresponding ISIN of such Additional Notes; provided; (3) if applicable, that no 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 issued at a price that would cause such exchanged in whole or in part for Additional Notes to have “original issue discount” within registered, or any transfer of such Global Note in whole or in part may be registered, in the meaning name or names of Section 1273 of Persons other than the Code, unless depositary for such Additional Notes have Global Note or a separate CUSIP 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)nominee thereof.

Additional Notes. (a) The Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes (“Additional Notes”) that shall have having terms and conditions set forth in this Supplemental Indenture, identical to those of the other Outstanding NotesInitial Notes issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes; (ii) the have a different issue price than other Outstanding Notes; and (iii) have a different amount of interest payable on the first Interest Payment Date therefor; (iii) after issuance than is payable on other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be fungible for U.S. federal income tax and securities law purposes with Notes issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue price; and (iv) date therefor any adjustments necessary in order to conform to Event of Default has occurred and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes)is continuing. The Notes issued on the Issue Date date hereof and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (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 an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (ii) the Issue Date issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the issue price first Interest Payment Date, the CUSIP number and corresponding ISIN 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 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 Issuer Company may, from time to time, subject to compliance with any other applicable the provisions of this Indenture, without the consent Indenture (including Section 2.04 of the HoldersBase Indenture), create 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 issue pursuant the first Interest Payment Date of such additional Notes), which additional Notes will, subject to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical the foregoing, be considered to those be part of the same 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 Outstanding 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, except with respect tothe Trustee will receive: (i) a copy of the Issue Dateresolution 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) 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notesan executed supplemental indenture, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 or other similar number from other Notesif any; and (iii) whether an Opinion of Counsel which will state: (1) that the form and terms of such Additional Notes will be 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 transfer restrictions under any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Securities Act (Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or other applicable securities laws)affecting the enforcement of creditors’ rights and to general equity principles.

Additional Notes. (a) The Subject to the limitations set forth under Section 4.1(a), the Issuer may, from time to time, subject without notice to compliance with any other applicable provisions of this Indenture, without or the consent of the Holders, create and issue pursuant Additional Notes having the same terms and conditions as the Notes issued 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 this Indenture additional notes the extent necessary, certain temporary securities law transfer restrictions) (“Additional Notes”) ); provided that the Issuer shall have terms and conditions identical delivered to those of the other Outstanding Notes, except with respect to: Trustee (i) an Officers’ Certificate certifying that the Issue Date; issuance of such Additional Notes does not contravene any provision of Section 4.1(a) and any other information the Issuer may determine to include or the Trustee may reasonably request, and (ii) the amount an Opinion of interest payable on the first Interest Payment Date therefor; Counsel (iiisubject to customary qualifications) that (A) the issue price; and (iv) any adjustments necessary form and terms of such Additional Notes have been established in order to conform to and ensure compliance conformity with the Securities Act provisions of this Indenture and (or other applicable securities lawsB) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to when authenticated and delivered by the Holder of any Outstanding Notes (other than such Additional Notes). The Notes Trustee and issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that by the Issuer may use different CUSIP in the manner and subject to any conditions specified in such Opinion of Counsel, and the Note 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 other similar numbers among Issue Date Notes affecting the enforcement of creditors’ rights and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h)general equity principles. (b) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate principal amount of such Additional Notes to shall be authenticated consolidated and delivered form a single class with the previously outstanding Notes issued pursuant to this Indenture; (ii) the Issue Date Indenture and the issue price of vote together as one class on all matters with respect to such Additional Notes; provided, provided that no Additional Notes may that are not fungible with the previously outstanding Notes for United States federal income tax purposes shall 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 under a separate CUSIP 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)identifier number.

Additional Notes. (a) The Issuer may, from 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 (“Additional Notes”) that shall have terms Sections 4.09 and conditions identical 4.12 the Company is permitted to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the issue an unlimited principal 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect shall have terms substantially identical to the Holder Notes except in respect of any Outstanding Notes (other than such Additional Notes). The Notes issued on of the Issue Date and any Additional Notes following terms which shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of (as defined below) delivered by the Issuer (the “Additional Note Certificate”), copies of which will be delivered Company to the Trustee, the following information: (i1) the title of such Additional Notes; (2) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this IndentureNotes; (ii3) 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 date or other similar number from other Notes; and (iii) whether dates on which such Additional Notes will be subject to transfer restrictions under issued; (4) the Securities Act 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 applicable method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment 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 basis upon which such interest will be 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; (7) if other than in denominations of $200,000 and in integral multiples of $1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed; and (8) the ISIN, Common Code, CUSIP or other securities laws)identification numbers with respect to such Additional Notes. Such Additional Notes 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 the initial Notes, and shall be consolidated and deemed to form one single series and references to the Notes shall be deemed to include the Notes initially issued on the Issue Date as well any such Additional Notes; provided that any Additional Notes that are not fungible for U.S. federal income tax purposes with any Notes previously issued will be issued with a separate ISIN, Common Code, CUSIP or other securities identification number, as applicable.

Additional Notes. (a) The Issuer may, from 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 (“Additional Notes”) that shall have terms Sections 4.09 and conditions identical 4.12 the Company is permitted to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the issue an unlimited principal 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect shall have terms substantially identical to the Holder Notes except in respect of any Outstanding Notes (other than such Additional Notes). The Notes issued on of the Issue Date and any Additional Notes following terms which shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of (as defined below) delivered by the Issuer (the “Additional Note Certificate”), copies of which will be delivered Company to the Trustee, the following information: (i1) the title of such Additional Notes; (2) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this IndentureNotes; (ii3) 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 date or other similar number from other Notes; and (iii) whether dates on which such Additional Notes will be subject to transfer restrictions under issued; (4) the Securities Act 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 applicable method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment 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 basis upon which such interest will be 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; (7) if other than in denominations of £100,000 and in integral multiples of £1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed; and (8) the ISIN, Common Code or other securities laws)identification numbers with respect to such Additional Notes. Such Additional Notes 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 the initial Notes, and shall be consolidated and deemed to form one single series and references to the Notes shall be deemed to include the Notes initially issued on the Issue Date as well any such Additional Notes; provided that any Additional Notes that are not fungible for U.S. federal income tax purposes with any Notes previously issued will be issued with a separate ISIN, Common Code or other securities identification number, as applicable.

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP ISIN or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 Issuer maySo long as no Charter Event of ---------------- Default or Indenture Event of Default shall have occurred and be continuing, Additional Notes of one or more series may be issued under and secured by this Indenture at any time or from time to time, subject to compliance with any other applicable provisions the conditions hereinafter provided in this Section 2.08, for the purpose of this Indenture, without the consent providing funds to finance (i) a portion of the Holdersinitial cost of the Vessel if the U.K. Financing is not concluded, create (ii) the cost of any Modifications to the Vessel undertaken pursuant to Article 13 of the Charter and issue (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 Owner Trust shall have received from the Owner Participant and delivered to the Indenture additional notes Trustee, not less than thirty (“30) days prior to the proposed date of issuance of such Additional Notes”) that , 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 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 pursuant to the terms hereof. (c) The terms, conditions and conditions identical to those designations of such Additional Notes (which shall be consistent with the Request and with the terms of this Indenture and of the other Outstanding NotesParticipation Agreement) shall be set forth in a supplement to this Indenture in form and substance satisfactory to the Indenture Trustee, except with respect towhich shall be executed by the Owner Trust and the Indenture Trustee. Such indenture supplement shall set forth: (i) after giving effect to the Issue Date; issuance of the Additional Notes pursuant to clause (a)(i) of this Section 2.08, the aggregate unpaid principal amount of all Secured Notes Outstanding (which shall not exceed 80% of the initial cost of the Vessel to the Owner Trust); (ii) after giving effect to the amount issuance of interest payable on the first Interest Payment Date therefor; Additional Notes pursuant to clauses (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities lawsa)(i) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder (a)(ii) of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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 Notes2.08, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate unpaid principal amount of such all Secured Notes Outstanding (including any other Additional Notes to be authenticated and delivered issued under this Section 2.08) (which shall not exceed 85% of the total Fair Market Sales Value of the Vessel (as determined pursuant to this Indenturethe Appraisal Procedure) after giving effect to such Modifications or Alterations); (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 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 Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent If authorized by a resolution of the HoldersBoard of Directors, create and the Company shall be entitled to issue pursuant to additional Notes under this Indenture additional notes (“Additional Notes”) that which shall have substantially identical terms and conditions identical to those of as the other Outstanding Notes, except other than with respect to: to (i) the Issue Date; date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date therefor; interest payment date applicable thereto (iii) to the issue price; and extent such Additional Notes are issued with a different “CUSIP”, “ISIN” or “Common Code” number than the Notes), and (iv) any adjustments necessary if such Additional Notes shall be issued in order to conform to and ensure 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 are, respectively, Transfer Restricted Notes or Unrestricted Notes; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Notes may be issued with the Securities Act (same “CUSIP”, “ISIN” or “Common Code” number as other Notes unless it is so permitted in accordance with applicable securities laws) law and any agreement applicable to such Additional Notes, which Notes are not adverse in any material respect to fungible with the Holder of any Outstanding Notes (other than such Additional Notes)for U.S. federal tax purposes. The Notes issued on the Issue Closing Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will Company shall set forth in an Officer’s Certificate of the Issuer (the “Additional Note Officers’ Certificate”), copies a copy of which will shall be delivered to the Trustee, or in a supplemental indenture, the following information: (i1) 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; (ii3) the Issue Date issue price, if any, the issue date of such Additional Notes and the issue price 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 the 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; 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 or other similar number from other Notes; and (iii5) whether such Additional Notes will shall be subject to transfer restrictions under the Securities Act (Transfer Restricted Notes or other applicable securities laws)Unrestricted Notes.

Additional Notes. (a) The Issuer may, from From time to time, subject to the Issuer’s compliance with any other applicable provisions of this IndentureSection 4.09, without the consent of Issuer is permitted to issue additional Notes (the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that ), which shall have terms and conditions substantially identical to those of the other Outstanding Initial Notes, except with in respect to: (i) of any of 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notesfollowing terms, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered supplied to the Trustee, the following information: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this IndentureNotes; (ii2) 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 date or other similar number from other Notes; and (iii) whether 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) 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 transfer restrictions under any intercreditor agreement; and (7) the Securities Act (ISIN, Common Code, CUSIP or other applicable securities lawsidentification numbers with respect to such Additional Notes, and the relevant clearing systems. (b) 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 Special Mandatory Redemption provision ceases to apply). If any Additional Notes are not fungible with 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 number and ISIN from the other series of 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 Issuer mayof the Additional Notes to Additional Notes Purchasers on terms that are not more favorable to such investors in any respect than the terms set forth in this Agreement and are not inconsistent with the obligations of the Company set forth in this Agreement, from time to timeunless, in each case, agreed in writing by the Purchaser (such offering, the “Additional Notes Offering”); provided that (i) subject to compliance with any other applicable provisions of the following sentence, definitive documentation for the Additional Notes Offering may contain conditions to closing that are different from the conditions to Closing set forth in this IndentureAgreement, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) any Additional Notes Offering shall not require the amount approval of interest payable on the first Interest Payment Date therefor; Company’s stockholders, whether by contract, applicable law, the rules and regulations of Nasdaq or otherwise, and (iii) the issue price; and Company Group shall not provide the Additional Notes Purchasers with (ivx) the right to designate any observer, director or other member to the Board of Directors or the governing body of any other member of the Company Group or (y) any adjustments necessary information rights that are based on ownership of Company Common Stock (for example, such as the rights provided in order Section 4.09). The Additional Notes will constitute the same series as this Note. The closing of the Additional Notes Offerings shall not occur prior to conform the Closing; provided that, for the avoidance of doubt, prior to and ensure compliance with the Securities Act Closing, the Company shall be permitted to issue convertible securities (or other applicable securities lawsthe “Bridge Notes”) and any agreement applicable to the Additional Notes Purchasers in an amount up to the Additional Notes Cap, subject to such convertible securities automatically converting into the Additional NotesNotes at the Closing in an amount up to the Additional Notes Cap and such additional securities not being convertible into any other security of the Company Group per their contractual terms. The Company shall not enter into, which are not adverse in or amend or modify, any material agreements or terms with respect to the Holder Additional Notes Offering (including with respect to the Bridge Notes) in a manner that has the effect of any Outstanding establishing rights or otherwise benefiting the Additional Notes (other than such Additional Notes). The Notes issued on the Issue Date and Purchasers in a manner that is more favorable to any Additional Notes shall be treated as a single series for all purposes under Purchaser than the rights and benefits established in favor of the Purchaser by this Indenture; providedAgreement. In furtherance of the foregoing, that any registration rights provided to the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to Purchasers shall not be inconsistent with the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 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).registration rights provided by Article V.

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will 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 Officer’s Officers’ Certificate of the Issuer or (the “Additional Note Certificate”), copies of which will be delivered ii) established in one or more supplemental indentures to the TrusteeIndenture, prior to the following informationissuance of such Additional Notes: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this the Indenture; (ii2) the Issue Date issue price and the issue price date 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 including the meaning of Section 1273 of date from which interest shall accrue and the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notesfirst interest payment date therefor; and (iii3) whether 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 called for by 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 Notes 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. (b) If any of the terms of any Additional Notes are established by action taken pursuant to a Board Resolution, 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. (c) The Initial Notes and any Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. Holders of the Initial Notes and any Additional Notes will be subject vote and consent together on all matters to transfer restrictions under which such Holders are entitled to vote or consent as one class, and none of the Securities Act (Holders of the Initial Notes or other applicable securities laws)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.

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Dateissue 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 Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes); and (v) any additional interest payable as provided in Section 2.14. The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer Company will set forth in an Officer’s Officers’ Certificate pursuant to a resolution of the Issuer Board of Directors of the Company (the “Additional Note CertificateBoard Resolutions”), copies of which will be delivered to the Trustee, 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 date and the issue price of such Additional Notes; provided, 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 CodeInternal Revenue Code of 1986, unless such Additional Notes have a separate CUSIP or other similar number as amended) that differs from other that of the 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 Issuer 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 (“Additional Notes”) Notes that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Dateissue date; (ii) the amount of interest payable on the first Interest Payment Date thereforissue price; (iii) the issue pricefirst interest payment date; (iv) the first date from which interest will accrue; and (ivv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes), which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, provided that the Issuer 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, for purposes of U.S. federal income taxation, more than a de minimis amount of original issue discount as of the date of the issue of such Additional Notes and may use different a separate CUSIP or other similar numbers among Issue Date Notes and among for Additional Notes to the extent required necessary 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, the Issuer Company will set forth in an Officer’s Officers’ Certificate pursuant to a resolution of the Issuer Board of Directors of the Company (the “Additional Note CertificateBoard Resolutions”), copies of which will be delivered to the Trustee, 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 date and the issue price of such Additional Notes; provided, 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 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 Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes (“Additional Notes”) that shall have having terms and conditions set forth in this Supplemental Indenture, identical to those of the other Outstanding NotesNotes issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes; (ii) the have a different issue price than other Outstanding Notes; and (iii) have a different amount of interest payable on the first Interest Payment Date therefor; (iii) after issuance than is payable on other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be fungible for U.S. federal income tax and securities law purposes with Notes issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue price; and (iv) date therefor, any adjustments necessary in order to conform to Event of Default has occurred and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes)is continuing. The Notes issued on the Issue Date date hereof and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (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 an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (ii) the Issue Date issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the issue price first Interest Payment Date, the CUSIP number and corresponding ISIN 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 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 Issuer mayBorrower 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 (the “Purchasers Optional Notes”). Any such election to purchase Purchasers Optional Notes may be exercised in whole, or from time to timetime 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 compliance the Borrower’s consent if (i) DK is in possession of material non-public information with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant respect to this Indenture additional notes a Major Transaction (“Additional Notes”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 identical as the Notes, including with respect to those the Conversion Price thereof, which shall be the same as the Conversion Price of the other Outstanding Notes. Borrower agrees to pay (or to otherwise cause to be transferred to) DK or its Affiliate, except with respect to: as applicable, on the funding date of Purchasers Optional Notes either (ix) an amount equal to one and one-half percent (1.5%) of the Issue Date; (ii) the original principal 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Purchasers Optional Notes, which are not adverse 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 any material respect Common Stock at the VWAP Price; provided that five (5) Business Days prior to the Holder funding date of any Outstanding Notes such Purchasers Optional Notes, the Borrower shall provide written notice to DK with its election between (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP x) or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h)(y) above. (b) With 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 additional Notes (the “Mutually Agreed Additional Notes” and, collectively with the Purchasers Optional Notes and the Third Party Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note CertificateNotes”), copies of which will be delivered . Notwithstanding anything to the Trusteecontrary herein, the following information: (i) the aggregate principal amount of the Mutually Agreed Additional Notes shall not exceed twenty-five million dollars ($25,000,000). Mutually Agreed Additional Notes shall have the same terms and conditions as 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 Mutually Agreed Additional Notes either (x) an amount equal to one and one-half percent (1.5%) of the original principal amount of the Mutually Agreed Additional Notes, which DK or its Affiliate, as applicable, shall deduct from the purchase price of such Mutually Agreed Additional 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 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 shall be a “Note” for all purposes of this Agreement and the 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 may agree. Holdings, the Borrower and any Subsidiary may use the proceeds of the Additional Notes for any purpose as mutually agreed by the Borrower and the Purchasers purchasing the Additional Notes. Each of the Additional Notes shall be issued and sold to be authenticated and delivered the Purchasers pursuant to this Indenture; (ii) Agreement. The Purchasers of the Issue Date and the issue price of such Additional Notes; provided, that no Third Party Additional Notes may be issued at shall deliver a price that would cause such Additional Notes joinder agreement to have “original issue discount” within this Agreement substantially in the meaning of Section 1273 of the Code, unless such Additional Notes have a separate CUSIP 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).form attached hereto as Exhibit D.

Additional Notes. (a) The Issuer Company may, from time to time, subject to compliance with any other applicable the provisions of this IndentureIndenture (including Section 2.02), without originally issue additional Notes with the consent of same terms as the Holdersinitial Notes (except, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notesextent applicable, except with respect to: (i) to the Issue Date; (ii) the amount date as of which interest payable begins to accrue on such additional Notes and the first Interest Payment Date therefor; (iii) and the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to Last Original Issue Date of such Additional additional Notes), which are not adverse in any material respect additional Notes will, subject to the Holder foregoing, be considered to be part of any Outstanding Notes (other than such Additional Notes). The the same series of, and rank equally and ratably with all other, Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, however, that the Issuer may use different if any such additional Notes are not fungible with other Notes issued under this Indenture for federal income tax or federal securities laws purposes, then such additional Notes will be identified by a separate CUSIP number or other similar numbers among Issue Date Notes and among Additional Notes to the 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 by no CUSIP number. In authenticating additional Notes, the Issuer Trustee will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following informationreceive: (i) a copy of the aggregate principal amount 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 Additional Notes to be authenticated and delivered are established by an Officer’s Certificate pursuant to this Indenturegeneral authorization of the Board of Directors, such Officer’s Certificate; (ii) the Issue Date and the issue price of such Additional Notes; providedan executed supplemental indenture, 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 or other similar number from other Notesif any; and (iii) whether an Opinion of Counsel which will state: (1) that the form and terms of such Additional Notes will be have been established in conformity with the provisions of this Indenture; and (2) that such Notes, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to transfer restrictions under any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Securities Act (Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or other applicable securities laws)affecting the enforcement of creditors’ rights and to general equity principles.

Additional Notes. (a) The Issuer may, from time to timeCompany shall be entitled, subject to its compliance with any other applicable provisions of this IndentureSection 4.09 hereof, without the consent of the Holders, create and to issue pursuant to Additional Notes under this Indenture additional notes (“Additional Notes”) that which shall have identical terms and conditions identical to those of as the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Initial Notes issued on the Issue Date date hereof, other than with respect to the date of issuance, issue price and rights under a related Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, any Additional Notes and all Exchange Notes issued in exchange therefor shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including directions, waivers, amendments, consents, redemptions and Offers to permit delegending pursuant to Section 2.9(h). (b) Purchase. With respect to any Additional Notes, the Issuer will Company shall set forth in a Board Resolution and an Officer’s Certificate Officers’ Certificate, a copy of the Issuer (the “Additional Note Certificate”), copies each of which will shall be delivered to the Trustee, the following information: (ia) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (iib) the issue price, the Issue Date and the issue price CUSIP and/or ISIN number of such Additional Notes; provided, however; 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 other than a separate CUSIP or other similar number from other Notesde minimis original issue discount within the meaning of Section 1273 of the Code; and (iiic) whether such Additional Notes will shall be subject to the restrictions on transfer restrictions under the Securities Act (or other applicable securities laws)set forth in Section 2.06 hereof relating to Restricted Global Notes and Restricted Definitive Notes.

Additional Notes. (a) The Issuer may, from 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 (“Additional Notes”) that shall have terms Sections 4.09 and conditions identical 4.12 the Company is permitted to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the issue an unlimited principal 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect shall have terms substantially identical to the Holder Notes except in respect of any Outstanding Notes (other than such Additional Notes). The Notes issued on of the Issue Date and any Additional Notes following terms which shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of (as defined below) delivered by the Issuer (the “Additional Note Certificate”), copies of which will be delivered Company to the Trustee, the following information: (i1) the title of such Additional Notes; (2) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this IndentureNotes; (ii3) 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 date or other similar number from other Notes; and (iii) whether dates on which such Additional Notes will be subject to transfer restrictions under issued; (4) the Securities Act 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 applicable method of determining such interest rate or rates, the date or dates from which such interest shall accrue, the interest payment 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 basis upon which such interest will be 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; (7) if other than in denominations of €100,000 and in integral multiples of €1,000 in excess thereof, the denominations in which such Additional Notes shall be issued and redeemed; and (8) the ISIN, Common Code or other securities laws)identification numbers with respect to such Additional Notes. Such Additional Notes 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 the initial Notes, and shall be consolidated and deemed to form one single series and references to the Notes shall be deemed to include the Notes initially issued on the Issue Date as well any such Additional Notes; provided that any Additional Notes that are not fungible for U.S. federal income tax purposes with any Notes previously issued will be issued with a separate ISIN, Common Code or other securities identification number, as applicable.

Additional Notes. (a) The Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes of any series (“Additional Notes”) that shall have having terms and conditions set forth in this Supplemental Indenture, identical to those the Notes of one of the other Outstanding Notesfour series issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes of such series; (ii) the amount have a different issue price than other Outstanding Notes of interest payable on the first Interest Payment Date thereforsuch series; (iii) the issue pricehave a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) any adjustments necessary in order have a different amount of interest that has accrued prior to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to issue date of such Additional Notes, which are not adverse in any material respect to the Holder of any Notes than has accrued on other Outstanding Notes (other than of such series; provided, no Additional Notes shall be issued unless such Additional Notes)Notes will be fungible for U.S. federal income tax and securities law purposes with Notes of one of the four series issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number 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 Notes of any series issued on the Issue Date date hereof and any Additional Notes of the same series shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (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 an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (ii) the Issue Date issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the issue price first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN 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 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 Issuer mayCompany shall be entitled, from time to time, without notice to, or the consent of, the Holders and subject to compliance with any other applicable provisions of this IndentureSection 4.08, without the consent of the Holders, create and to issue pursuant to Additional Notes under this Indenture additional notes (“Additional Notes”) that shall have identical terms and conditions identical to those of as the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Initial Notes issued on the Issue Date date hereof (except for the issue price, the date from which interest first accrues and the first interest payment date); provided that any Additional Notes will be secured by the Collateral equally and ratably with the Notes to the extent the Notes are secured; provided, further, that if such Additional Notes are not fungible with the Initial Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP and ISIN number. The Initial Notes issued on the date hereof and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes including directions, waivers, amendments, consents, redemptions and among Change of Control Offers. No Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) may be issued if an Event of Default has occurred. With respect to any Additional Notes, the Issuer will Company shall set forth in a Board Resolution and an Officer’s Certificate Certificate, a copy of the Issuer (the “Additional Note Certificate”), copies each of which will shall be delivered to the Trustee, the following information: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii2) the issue price, the Issue Date and the issue price CUSIP and/or ISIN 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 Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii3) whether such Additional Notes will shall be subject to transfer restrictions under the Securities Act (or other applicable securities laws)Restricted Notes.

Additional Notes. (a) The Issuer may, from time to timeCompany shall be entitled, subject to its compliance with any other applicable provisions of this Section and Section 4.06, to issue Additional Notes under this Indenture, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“. Additional Notes”) that Notes shall have the same terms and conditions identical to those of as the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Initial Notes issued on the Issue Date or Exchange Notes, except for issue date, issue price, pre-issuance accrued interest and first interest payment date. The Initial Notes, any Additional Notes and all Exchange Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including waivers, amendments, redemptions and offers to permit delegending pursuant to Section 2.9(h). (b) purchase, but may be treated as separate classes, with, among other things, separate issue prices, for United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (Board of Directors and an Officers' Certificate, and, if the “Additional Note Certificate”)Company elects, copies of a supplemental indenture, which will be delivered to the Trustee, shall together provide the following information: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii2) the Issue Date issue date, issue price, pre-issuance accrued interest and first interest payment date, and the issue price CUSIP number and corresponding ISIN 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 or other similar number from other Notes; and (iii3) whether such Additional Notes will shall be subject Transfer Restricted Securities and issued in the form of Initial Notes as set forth in EXHIBIT 1 to transfer restrictions under APPENDIX A or shall be issued in the Securities Act (or other applicable securities laws)form of Exchange Notes as set forth in EXHIBIT 2 to APPENDIX A. In addition, the Officers' Certificate shall certify that such issuance is in compliance with Section 4.06.

Additional Notes. (a) The Issuer maySo long as no Charter Event of ---------------- Default or Indenture Event of Default shall have occurred and be continuing, Additional Notes of one or more series may be issued under and secured by this Indenture at any time or from time to time, subject to compliance with any other applicable provisions the conditions hereinafter provided in this Section 2.08, for the purpose of this Indenture, without the consent providing funds to finance (i) a portion of the Holders, create initial cost of the Vessel if the U.K. Financing is not concluded and issue (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 Owner Trust shall have received from the Owner Participant and delivered to the Indenture additional notes Trustee, not less than thirty (“30) days prior to the proposed date of issuance of such Additional Notes”) that , 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 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 pursuant to the terms hereof. (c) The terms, conditions and conditions identical to those designations of such Additional Notes (which shall be consistent with the Request and with the terms of this Indenture and of the other Outstanding NotesParticipation Agreement) shall be set forth in a supplement to this Indenture in form and substance satisfactory to the Indenture Trustee, except with respect towhich shall be executed by the Owner Trust and the Indenture Trustee. Such indenture supplement shall set forth: (i) after giving effect to the Issue Date; issuance of the Additional Notes pursuant to clause (a)(i) of this Section 2.08, the aggregate unpaid principal amount of all Secured Notes Outstanding (which shall not exceed 80% of the initial cost of the Vessel to the Owner Trust); (ii) after giving effect to the amount issuance of interest payable on the first Interest Payment Date therefor; Additional Notes pursuant to clauses (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities lawsa)(i) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder (a)(ii) of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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 Notes2.08, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate unpaid principal amount of such all Secured Notes Outstanding (including any other Additional Notes to be authenticated and delivered issued under this Section 2.08) (which shall not exceed 85% of the total Fair Market Sales Value of the Vessel (as determined pursuant to this Indenturethe Appraisal Procedure) after giving effect to such Modifications); (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 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 2.1 Subject to the satisfaction or waiver in writing of each condition precedent set forth in Section 4 hereof, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, on the Fourth Amendment Effective Date, each Additional Note Purchaser hereby agrees to purchase from Issuer, and Issuer mayhereby agrees to issue to each Additional Note Purchaser, from time to timea Note as set forth on Schedule 1, on the terms and 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 conditions set forth below (each an “Additional NotesNote”) that ). 2.2 On the Fourth Amendment Effective Date, each Additional Note shall have terms and conditions identical to those of the other Outstanding Notesbe deemed, 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 for all purposes, a Note with the Securities Act (or other applicable securities laws) same terms as any existing Note and any agreement applicable to such each Additional Notes, which are not adverse in any material Note Purchaser shall become a Purchaser and Holder with respect to the Holder of any Outstanding Additional Notes (other than such Additional Notes)and all matters relating thereto. The Notes issued on terms of the Issue Date and any Additional Notes shall be treated the same as the terms of the existing Notes as set forth in the Agreement, as amended hereby, and the Additional Notes shall rank pari passu in right of payment and of security with the existing Notes and mature on the same date that the existing Notes mature. 2.3 Each Additional Note Purchaser (i) confirms that it has received a copy of the Agreement and the other Note Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Agreement; (ii) agrees that it will, independently and without reliance upon the Agent or any other Holder or Purchaser or agent thereunder and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement; (iii) appoints and authorizes the Agents to take such action as agent on its behalf and to exercise such powers under the Agreement and the other Note Documents as are delegated to Agents by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Agreement are required to be performed by it as a single series for all purposes under this Indenture; providedHolder or a Purchaser, that as applicable. 2.4 The Issuer will use the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among proceeds of the Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) finance the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; Acquisition, (ii) refinance and replace the Issue Date existing Notes of any Exiting Holder (as defined herein) 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 or other similar number from other Notes; and (iii) whether such Additional Notes will be subject to transfer restrictions under pay fees and expenses in connection with the Securities Act (or other applicable securities laws)foregoing and the preparation and negotiation of this Amendment.

Additional Notes. (a) The Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent If authorized by a resolution of the HoldersBoard of Directors, create and the Company shall be entitled to issue pursuant to Notes under this Indenture additional notes in addition to the Initial Notes (“Additional Notes”) that which shall have substantially identical terms and conditions identical to those of as the other Outstanding Notes, except other than with respect to: to (i) the Issue Date; date of issuance, (ii) the issue price, (iii) the amount of interest payable on the first Interest Payment Date therefor; interest payment date applicable thereto (iii) to the issue price; and extent such Additional Notes are issued with a different “CUSIP”, “ISIN” or “Common Code” number than the Notes), and (iv) any adjustments necessary if such Additional Notes shall be issued in order to conform to and ensure 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 are, respectively, Transfer Restricted Notes or Unrestricted Notes; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Notes may be issued with the Securities Act (same “CUSIP”, “ISIN” or “Common Code” number as other Notes unless it is so permitted in accordance with applicable securities laws) law and any agreement applicable to such Additional Notes, which Notes are not adverse in any material respect to the Holder of any Outstanding fungible with such other Notes (other than such Additional Notes)for U.S. federal tax purposes. The Notes issued on the Issue Closing Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will Company shall set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies a copy of which will shall be delivered to the Trustee, or in a supplemental indenture, the following information: (i1) 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; (ii3) the Issue Date issue price, if any, the issue date of such Additional Notes and the issue price 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 the 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; 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 or other similar number from other Notes; and (iii5) whether such Additional Notes will shall be subject to transfer restrictions under the Securities Act (Transfer Restricted Notes or other applicable securities laws)Unrestricted Notes.

Additional Notes. (a) The Issuer mayIn addition, from time to time, upon the terms and subject to compliance with any other applicable provisions the conditions and limitations of this IndentureAgreement, without the consent Company hereby grants an option to each Option Holder (each, an “Option”), severally and not jointly, to purchase a portion of $60,000,000 in principal amount of Notes (the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical ), in the amount set forth in Exhibit D opposite the name of such Option Holder, for a purchase price equal to those 95% of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the principal amount of Additional Notes purchased by such Option Holder, plus any accrued but unpaid 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional NotesNotes through, which are not adverse in any material respect to but excluding, the Holder applicable Date of any Outstanding Notes Delivery (other than such Additional Notesas defined below). The Notes issued Option hereby granted to each Option Holder will expire on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer thirtieth day (the “Additional Note CertificateOption Expiration Date”), copies of which will ) following the Closing Date and may be delivered exercised by such Option Holder in whole or in part upon written notice to the Trustee, the following information: (i) 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 for which such Option Holder has elected to not exercise its Option and (b) 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 that is one (1) Business Day following the Option Expiration Date. The Option may be transferred in whole or in part to (i) any Investor or any 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 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 purchased by the Option Holders, payment of the purchase price (which shall include a payment of any accrued but unpaid interest on the Additional Notes through, but excluding, the applicable Date of Delivery) for, and delivery of, such Additional Notes to shall be authenticated and delivered pursuant to this Indenture; (ii) made at the Issue Date above mentioned offices, or at such other place as shall be agreed upon by the Option Holder and the issue price Company, on each Date of such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause such Additional Notes Delivery as specified in the notice from the applicable Option Holder to have “original issue discount” within the meaning of Section 1273 of the Code, unless such Additional Notes have a separate CUSIP 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)Company.

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Dateissue 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 Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer Company will set forth in an Officer’s Officers’ Certificate pursuant to a resolution of the Issuer Board of Directors of the Company (the “Additional Note CertificateBoard Resolutions”), copies of which will be delivered to the Trustee, 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 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 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 Issuer mayshall pay any interest due on any Quarterly Payment Date in cash to the extent 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, from time then the Issuer shall issue to time, subject each Noteholder Additional Notes (allocated on a pro rata basis to compliance with any other applicable provisions of this Indenture, without the consent of the Holders, create and issue pursuant each Noteholder) in an aggregate principal amount equal to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable due to such Additional Notes, which are Noteholder that is not adverse paid in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h)cash. (b) With respect 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 NotesNotes pursuant to the immediately preceding sentence, the Issuer will 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 Officer’s Certificate opportunity to purchase Additional Notes pursuant to this Section 2.4(b). In the event that the aggregate purchase price of Additional Notes that all of the Noteholders intend to purchase exceeds $5,000,000, then the amount of Additional Notes to be issued and sold to each Noteholder shall be reduced on as nearly a pro rata basis as practicable. The Issuer (the “shall issue to each Noteholder electing to purchase Additional Note Certificate”), copies of which will be delivered Notes pursuant to the Trustee, the following information: (ithis Section 2.4(b) the an aggregate principal amount of Additional Notes equal to the sum of (x) the purchase price for such Additional Notes to be authenticated and delivered paid by such Noteholder pursuant to this Indenture;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). 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 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 the immediately preceding sentence. (iic) If the Issuer issues Additional Notes pursuant to this Section 2.4, then the Issuer shall deliver to the Noteholders to which such Additional Notes 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 legal, valid and binding obligation of the Issuer or 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 to the effect of general principles of equity; and (2) the Issue Date issuance and the issue price delivery of such Additional Notes; providedNotes (and the Guarantees thereof) complies with all Requirements of Law, 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 Codeincluding, unless such Additional Notes have a separate CUSIP 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 without limitation, all federal and state securities laws).

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 Issuer maypreviously delivered to the Lender, from time to timein accordance with Section 2.10 of the Loan Agreement, no later than April 25, 1998. Effective on and as of the date hereof, the Additional Notes shall for all purposes be a part of the Collateral, subject to compliance with any other applicable all of the provisions of the Loan Agreement and the additional provisions of this Indenture, without letter. Notwithstanding the consent provisions of Section 2.10 of the HoldersLoan Agreement or the provisions of this letter to the contrary, create and issue pursuant provided no Event of Default exists, the Borrower shall be permitted to this Indenture additional notes (“Additional Notes”) collect all payments that shall have terms and conditions identical to those become due on account of the other Outstanding NotesAdditional Notes directly from the Franchisees/makers thereof. The Borrower may retain all such payments except for those payments, except with respect to: if any, that are received by the Borrower or an affiliate of the Borrower more than thirty (i30) 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect days prior to the Holder of any Outstanding Notes scheduled due date thereof (other than such Additional Notesi.e., prepayments). The Notes issued All prepayments received by the Borrower on account of the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indentureimmediately paid to the Lender, to be applied in accordance with Section 2.10; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes however, in lieu of paying such prepayments to the 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 NotesLender, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered Borrower may pledge and deliver to the Trustee, 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 Lender other Franchisee notes and the issue price 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 Additional Notes; provided, that no Additional Notes may be issued at a price that would cause such Additional Notes Event of Default is cured to have “original issue discount” within the meaning of Section 1273 of the Code, unless such Additional Notes have a separate CUSIP 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).the

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, provided that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes Notes, and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 and the issue price of such Additional Notes; provided, 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 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 Issuer maySo 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 of one or more series may be issued under and secured by this Indenture at any time or from time to time, subject to compliance the conditions 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 Grantor Trustee shall have received from the Owner Participant and delivered to the Indenture Trustee, not less than forty-five (45) 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 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 applicable provisions Additional Notes that may have been issued theretofore, 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 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 Participation Agreement and such terms, 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 supplement to this Indenture, without substantially in the consent form of Exhibit C, which shall be executed by the Holders, create Grantor Trustee and issue pursuant to this the Indenture additional notes (“Additional Notes”) that Trustee. Such indenture supplement shall have terms and conditions identical to those of the other Outstanding Notes, except with respect toset forth: (i) the Issue Datetext 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 amount date of interest payable on maturity of such Additional Notes (which shall be no later than the first Interest Payment Date thereforlatest scheduled maturity date of the Secured Notes then Outstanding); (iii) the issue pricedate 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 Notes (each regularly scheduled payment of principal shall be an Interest Payment Date); (v) the terms, if any, as to prepayment or 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 (ivvi) any adjustments other terms and agreements in respect thereof provided or permitted by this Trust Indenture or necessary in order to conform to specify the terms and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to conditions on which such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h)issued. (bd) With respect to any Such Additional NotesNotes 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 Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”)Corporate Indenture Trustee, copies of which will there shall be delivered to or deposited with the Trustee, Corporate Indenture Trustee the following informationfollowing: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this IndentureRequest; (ii) such supplement to this Indenture, duly executed by the Issue Date Grantor Trustee; (iii) a supplement to the Lease, duly authorized, executed and delivered by the Lessee and the issue price Grantor Trustee, providing for adjustments to the Basic Rent Percentages, Stipulated Loss Value Percentages and Termination Value Percentages, and the 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 under the Secured Notes, after giving effect to the issuance of such Additional Notes, together with such instruments of conveyance, assignment and transfer, 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 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 Additional Notes, 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; providedtogether with evidence as to the due occurrence of all such authorization, that no execution, delivery and performance; (vi) documentation, duly executed and delivered by the respective parties thereto whereby the proposed holders of the Additional Notes may agree to be issued at a price 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); (vii) an Officer's Certificate of the Lessee certifying (1) as to the cost of the Lessor's Share of such Modification and (2) that would cause such all conditions precedent to the issuance of the Additional Notes to have “original issue discount” within the meaning of contained in this Section 1273 2.08 and in Section 14 of the Code, Participation Agreement have been satisfied unless such Additional Notes conditions have a separate CUSIP or other similar number from other Notesbeen waived in writing by the Indenture Trustee and Grantor Trustee; and (iiiviii) whether such opinions of counsel as are customary in transactions of this type, including, without limitation, opinions as to the due authorization, execution, delivery and enforceability and the creation and perfection of the security interest in the Lessor's Share of such Modification (subject to usual 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 will be subject and compliance with this Section 2.08. (e) When the documents referred to transfer restrictions under in Section 2.08(d) shall have been delivered to or deposited with the Securities Act (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 other applicable securities laws)sums specified in such Request, whereupon the Grantor Trustee shall pay such sum or sums to the Lessee.

Additional Notes. (a) The Issuer mayIn addition to the Notes issuable as set forth in Sections 2.06, from time to time2.07 and 3.06, the Company shall be entitled, subject to its compliance with any other applicable provisions of this IndentureSection 4.09 hereof, without the consent of the Holders, create and to issue pursuant to Additional Notes under this Indenture additional notes (“Additional Notes”) that shall have in an aggregate principal amount of up to $15.0 million, which, subject to the terms and conditions of this Section 2.13, shall have identical terms as the Initial Notes, including the issuance of warrants with identical terms or terms more favorable to those FEEC as the warrants to be issued pursuant to the Securities Purchase Agreement (including a number of warrant shares per $1,000 in aggregate principal amount of Additional Notes no greater than the number of warrant shares per $1,000 in aggregate principal amount of the Initial Notes), other Outstanding Notes, except than 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder date of any Outstanding issuance and issue price and first payment of interest, and, in connection with the payment of PIK Interest, the Company may increase the outstanding Notes (other than such Additional or issue PIK Notes). The Initial Notes, any PIK Notes issued on the Issue Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that including without limitation, waivers, amendments, redemptions and offers to purchase. Unless the Issuer may use different CUSIP or other similar numbers among Issue Date context requires otherwise, references to “Notes” for all purposes under this Indenture include any PIK Notes and among Additional Notes that are actually issued, and references to “principal amount” of the extent required to comply with securities Notes includes any increases in the principal amount of the outstanding Notes as a result of a PIK Payment or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) issuance of Additional Notes. With respect to any Additional Notes, the Issuer will Company shall set forth in a Board Resolution and an Officer’s Certificate Certificate, a copy of the Issuer (the “Additional Note Certificate”), copies of each which will shall be delivered to the Trustee, the following information: (ia) 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 price, the issue date and the CUSIP number(s) of such Additional Notes; provided, however, that no Additional Notes may be issued at other than in a price that would cause such Additional Notes to have “original issue discountqualified reopening” within (as defined in U.S. Treasury Regulations section 1.1275-2(k)(3)) without the meaning of Section 1273 consent of the Code, unless such Additional Notes have a separate CUSIP 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)Required Noteholders.

Additional Notes. (a) The Issuer and the Guarantor may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the HoldersHolders of Notes, create and issue pursuant to this Indenture additional notes securities (“"Additional Notes”") that shall have having the same terms and conditions identical to those as the previously outstanding Notes in all respects (or in all respects except for the date for and amount of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the amount first payment of interest payable on thereon) so that the first Interest Payment Date therefor; (iii) same shall be consolidated and form a single series with the issue pricepreviously outstanding Notes; and (iv) any adjustments necessary in order to conform to and ensure compliance with provided, however, that for so long as may be required by the applicable provisions of the Securities Act (or other applicable securities laws) and any agreement applicable to the DTC Procedures, such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenturerepresented by one or more separate Global Notes bearing the Securities Act Legend or other applicable transfer restriction legends; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 and the issue price of such Additional Notes; providedfurther, that no Additional Notes may be issued at a price that would cause such unless the Additional Notes to (a) are part of the same "issue" as the outstanding Notes for purposes of sections 1271 through 1275 of the Internal Revenue Code of 1986, as amended (the "Code"), (b) have “original an "issue discount” within the meaning price" for purposes of Section section 1273 of the CodeCode that is equal to the "adjusted issue price" for purposes of section 1272 of the Code of the outstanding Notes, unless such determined as of the issue date of the Additional Notes, or (c) have different ISIN, CUSIP and CINS numbers and Common Codes than the outstanding Notes. Additional Notes may be created and issued in the same manner as Notes are created and issued, subject to the additional condition that the Trustee shall have a separate CUSIP received an Officer's Certificate stating that no Event of Default (or other similar number from other Notes; and (iiievent which with notice or lapse of time or both would become an Event of Default) whether such hereunder shall have occurred and be continuing, and that after giving effect to the proposed issuance of Additional Notes will be subject to transfer restrictions under the Securities Act no Event of Default (or other applicable securities laws)event which with notice or lapse of time or both would become an Event of Default) hereunder shall have occurred and be continuing.

Additional Notes. (a) Pursuant to Section 9.01 of the Indenture, the Indenture is hereby supplemented to permit the Company to issue Additional Notes in accordance with the limitations set forth in the Indenture. (b) The Issuer mayAdditional Notes initially shall be issuable in the form of one or more Global Notes, from time to timeregistered in the name of the Depositary or its nominee. The form and terms of the Additional Notes and the Trustee’s certificate of authentication shall be substantially as set forth in Exhibit A hereto. Except as otherwise provided herein, the Additional Notes shall in all respects be subject to compliance with the terms, conditions and covenants of the Indenture, as supplemented by this Supplemental Indenture (including the applicable form of Additional Note set forth as Exhibit A hereto (the terms of which are incorporated in and made a part of this Supplemental Indenture for all intents and purposes)). In the event of any other applicable inconsistency between the provisions of this Supplemental Indenture and the provisions of the Indenture, without the consent provisions of this Supplemental Indenture shall be controlling with respect to the Additional Notes. (c) In accordance with Section 2.14 of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect toIndenture: (i) The aggregate Accreted Principal Amount of Notes outstanding immediately prior to the Issue Dateissuance of such Additional Notes is $10,000,413.35; (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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate principal amount Original Principal Amount of such Additional Notes to be authenticated and delivered pursuant to the Indenture and this Supplemental Indenture is $8,012,000; (iii) The Additional Notes shall be issued at a purchase price of 80% of the Accreted Principal Amount of such Additional Notes on the date of this Supplemental Indenture and the accretion amount as of the first Accretion Date following the issuance of such Additional Notes shall be determined pursuant to the provisions of the Indenture; (iiiv) the Issue Date and the issue price 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 Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notesis set forth in Exhibit A hereto; and (iiiv) whether such Such Additional Notes will shall be subject to transfer restrictions under the Securities Act (or other applicable securities laws)Transfer Restricted Notes.

Additional Notes. (a) The Issuer Additional Notes may, from time to timeupon satisfaction of the conditions set forth in this Section 2.13 and Section 4.09(a)(2), subject to be issued in the amounts and for the purposes permitted herein. All Additional Notes shall (i) be secured by the Collateral as set forth in the Security Documents and (ii) rank pari passu with the Initial Notes in all respects. All Additional Notes shall bear such date or dates, bear such interest rate or rates, have such amortization schedule, and redemption premiums, and be issued at such prices as approved in writing by the Issuer; other than the foregoing the Additional Notes shall have identical terms as the Initial Notes. (b) Upon (i) satisfaction of the applicable conditions set forth in this Section 2.13 and Section 4.09, (ii) the execution and delivery of an appropriate Supplemental Indenture in compliance with any other applicable provisions clause (d) of this IndentureSection 2.13, without (iii) the execution and delivery of appropriate supplements, amendments or modifications to or of the Financing Documents (in respect of which the consent of the HoldersTrustee and the Holders shall not be required; provided, create however, if such supplements, amendments or modifications change the rights or obligations of the Trustee, as reasonably determined by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with any such supplements, amendments or modifications) and issue (iv) receipt by the Trustee of an Officer’s Certificate and Opinion of Counsel from the Issuer confirming that all conditions precedent to the issuance of Additional Notes or incurrence of Permitted Indebtedness, as applicable, set forth in this Indenture have been satisfied or waived, the Issuer shall execute Additional Notes and deliver them to the Trustee, and the Trustee, upon the written request of the Issuer, shall authenticate such Additional Notes and deliver them to the purchasers thereof as may be directed by the Issuer in writing. (c) Scheduled principal payments of Additional Notes shall be shown on Schedule 1 to Annex A1 and A2 of the Supplemental Indenture pursuant to this Indenture additional notes (“which such Additional Notes”) Notes are issued that shall have terms and conditions identical to those is separate from the amortization of the other Outstanding previously issued Notes, except but the right to payment of such principal when due shall rank pari passu with respect toprincipal payments due on all other Notes. (d) Prior to the issuance of Additional Notes hereunder, the following shall be established in one or more Supplemental Indentures: (i) the Issue Datetitle of the Additional Notes issued pursuant to such Supplemental Indenture (which shall distinguish the Additional Notes from all other Notes) and the form or forms of such Additional Notes; (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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) limit upon the aggregate principal amount of such Additional Notes to that may be authenticated and delivered pursuant under this Indenture (except for Additional Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes and except for Additional Notes that are deemed never to this Indenturehave been authenticated and delivered hereunder); (iiiii) the Issue Date date or dates on or as of which such Additional Notes shall be dated; (iv) the date or dates on which the principal of such Additional Notes is payable, the amounts of principal payable on such date or dates and the issue price Regular Record Date for the determination of Holders to whom principal is payable; NY\5800144.17 (v) the rate or rates at which such Additional Notes shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable; (vi) the redemption premium upon which such Additional Notes may be redeemed, in whole or in part, at the option of the Issuer; and (vii) any other terms of such Additional Notes (which terms shall not contravene the provisions of this Indenture) including any terms related to the redemption of such Additional Notes; providedprovided that such terms (other than the issue date, that issue price, interest rate and amortization schedule) shall be no Additional Notes may be issued at a price that would cause more favorable to the Holders of such Additional Notes to have “original issue discount” within than the meaning of Section 1273 of the Code, unless such Additional Notes have a separate CUSIP 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)corresponding terms contained herein.

Additional Notes. (a) The Issuer mayCompany shall be entitled, from time to time, without notice to, or the consent of, the Holders and subject to compliance with any other applicable provisions of this IndentureSection 4.18, without the consent of the Holders, create and to issue pursuant to Additional Notes under this Indenture additional notes (“Additional Notes”) that shall have identical terms as the Initial Notes issued on the date hereof (except for the issue price, the date from which interest first accrues and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) Date); provided that any Additional Notes will be secured by the issue price; and (iv) any adjustments necessary in order to conform to Collateral equally and ensure compliance ratably with the Securities Act (or other applicable securities laws) and any agreement applicable Notes to the extent the Notes are secured; provided, further, that if such Additional Notes, which Notes are not adverse in any material respect to fungible with the Holder of any Outstanding Initial Notes (other than for U.S. federal income tax purposes, such Additional Notes)Notes will have a separate CUSIP and ISIN number. The Initial Notes issued on the Issue Date date hereof and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes including directions, waivers, amendments, consents, redemptions and among Change of Control Offers. No Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) may be issued if an Event of Default has occurred and is continuing. With respect to any Additional Notes, the Issuer will Company shall set forth in a Board Resolution and an Officer’s Certificate Certificate, a copy of the Issuer (the “Additional Note Certificate”), copies each of which will shall be delivered to the Trustee, the following information: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii2) the Issue Date issue price, the issue date and the issue price CUSIP and/or ISIN 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 Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii3) whether such Additional Notes will shall be subject to transfer restrictions under the Securities Act (or other applicable securities laws)Restricted Notes.

Additional Notes. (a) The Issuer 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 the Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding NotesNotes outstanding hereunder, except with respect to: (i) the Issue Dateissue date; (ii) the amount of interest payable on the first Interest Payment Date interest payment date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding outstanding Notes hereunder (other than such Additional Notes). . (b) The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (bc) With respect to any Additional Notes, the Issuer will Company shall set forth in an Officer’s Officers’ Certificate pursuant to a resolution of the Issuer Board of Directors (or a committee thereof duly authorized to act hereunder) of the “Additional Note Certificate”)Company, copies of which will shall be delivered to the TrusteeTrustee and the Agent, 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 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 or other similar number from other Notes; and (iiiii) whether such Additional Notes will shall be subject to transfer restrictions under the Securities Act (or other applicable securities laws).

Additional Notes. (a) The Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without notice to or the consent of the HoldersNoteholders, create and issue pursuant to this Indenture additional notes Notes (“Additional Notes”) that shall have having terms and conditions identical to those of the other Outstanding Notes, except with respect tothat Additional Notes may: (i) have a different Issue Date from the Issue DateDate for other Outstanding Notes; (ii) the amount of interest payable on the first Interest Payment Date therefor;have a different issue price than other Outstanding Notes; and (iii) have terms specified in the issue price; and Additional Notes Board Resolutions for such Additional Notes making appropriate adjustments to this Article 2 and Exhibit A (ivand related definitions) any adjustments necessary applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes), which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The ; provided, no Additional Notes may be issued unless such Additional Notes are fungible with the Notes issued pursuant to the Underwriting Agreement for U.S. federal income tax and securities laws purposes, as determined pursuant to an Opinion of Counsel; and provided further, that the Additional Notes have the same CUSIP number as other Outstanding Notes. No Additional Notes may be issued if on the Issue Date therefor any Event of Default has occurred and is continuing. The Notes originally issued pursuant to the Underwriting Agreement in an aggregate principal amount not to exceed $373,750,000 and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that including waivers, amendments, offers to purchase and United States federal tax purposes. The issuance of Notes in aggregate amount not to exceed $48,750,000 pursuant to the Issuer may use different CUSIP or other similar numbers among Issue Date Underwriters’ option to purchase additional Notes and among in accordance with the Underwriting Agreement shall not be considered Additional Notes to for purposes of the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) Indenture. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (the “Board of Directors and an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, 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 Date, issue price, amount of interest accrued and payable on the issue price first Interest Payment Date, first Interest Payment Date, CUSIP number and corresponding ISIN 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 or other similar number from other Notes; and (iii) whether such matters as shall be applicable to such Additional Notes will be subject to transfer restrictions under as described in clause (iii) of the Securities Act (or other applicable securities laws)second preceding paragraph.

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will 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 Officer’s Officers’ Certificate of the Issuer or (the “Additional Note Certificate”)ii) established in one or more indentures supplemental to this Supplemental Indenture, copies of which will be delivered prior to the Trustee, the following informationissuance of such Additional Notes: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Supplemental Indenture; (ii2) the Issue Date issue price and the issue price date 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 including the meaning of Section 1273 of date from which interest shall accrue and the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notesfirst interest payment date therefor; and (iii3) whether if applicable, that such Additional Notes shall be issuable in whole or in part 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 circumstances in addition to or in lieu of those set forth in Exhibit A in which any such Global Securities may be exchanged in whole or in part for Additional Notes registered, or any transfer of such Global Security 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. (b) If any of the terms of any Additional Notes are established by action taken pursuant to a Board Resolution, a copy thereof shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate or the indenture supplemental to this Supplemental Indenture setting forth the terms of the Additional Notes. (c) The Initial Notes and any Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. Holders of the Initial Notes and any Additional Notes will be subject vote and consent together on all matters to transfer restrictions under which such Holders are entitled to vote or consent as one class, and none of the Securities Act (Holders of the Initial Notes or other applicable securities laws)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.

Additional Notes. (a) The Subject to Section 2.01(a) and the next succeeding two sentences and paragraph (b) below and Section 5.02(f)(iv) and, in the case of Additional Class E Notes, Section 5.02(f)(viii), as applicable, the Issuer may, from time may issue Additional Notes pursuant to time, subject to compliance with any other applicable provisions of this Indenture, without 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 HoldersLiquidity 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, create and issue 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 established in or pursuant to this Indenture additional notes the related Board Resolutions (“Additional Notes”) that 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 terms and conditions identical the same ranking pursuant to those Section 3.09 with respect to all other Obligations as the Notes of the class to which such subclass of Additional Notes belong (and, with respect to other Outstanding subclasses of such class, as provided in Section 3.10). Prior to any issuance, any or all of the following, as applicable, with respect to the related Additional Notes shall have been determined by the Issuer and set forth in one or more Board Resolutions, in any indenture supplemental hereto or specified in the form of such Notes, except with respect toas the case may be: (i) the Issue Datesubclass of Additional Notes to be issued; (ii) the amount with respect to each such subclass 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (iA) the aggregate principal amount of any such Additional Notes to that may be authenticated and delivered pursuant to this Indentureissued; (iiB) the Issue proposed date of such Additional Issuance; (C) the Scheduled Final Payment Date and the issue price Final Maturity Date of any such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause ; (D) whether any such Additional Notes are to have “original issue discount” within the meaning benefit of Section 1273 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 Code, unless amount and terms thereof; (E) the rate at which any such Additional Notes have shall bear interest or the method by which such rate shall be determined; (F) 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 denomination or denominations in which any such Additional Notes shall be issuable; (G) any adjustments to be made, consistent with Section 3.10, to the applicable Pool Factors as result of the issuance of any such Additional Notes and, in 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 separate CUSIP schedule of Assumed Principal Payments, if applicable; and (H) any other terms, conditions, rights and preferences (or other similar number from other Noteslimitations on such rights and preferences) relating to any 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) whether to what extent the proceeds of such Additional Notes will are to be subject used to transfer restrictions under acquire Additional Aircraft and a description of such Additional Aircraft. If any of the Securities Act (terms of any issue of any such Additional Notes are established by action taken pursuant to one or other applicable securities laws)more Board Resolutions, such Board Resolutions shall be delivered to the Trustee setting forth the terms of such Additional Notes.

Additional Notes. (a1) The Issuer maySubject to Section 3.6 hereof, Additional Notes of the Owner Trustee may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Fixed Rate Notes and subject to compliance with any other applicable provisions of the conditions hereinafter provided in this IndentureSection, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) for cash in 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 Securities Act (or other applicable securities laws) and any agreement applicable to original principal amount of such Additional Notes, which are not adverse for the purpose of Ci) 6091. CHASEUl. L(pound)ASE.07:2 -12- refunding any previously issued series of Notes, in whole or in part and/or (ii) providing funds for the payment of all or any material respect portion of the supplemental Financing Amount relating to capital Improvements made or installed from time to time pursuant to the Holder Facility Lease; provided, however, that in the case of any Outstanding Notes (other than such Additional Notes). The Notes issued on for the Issue Date 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 Additional Notes shall be treated 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 single series 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 all purposes under 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; provided, that ) shall be set forth in an indenture supplemental to this Indenture executed by the Issuer may use different CUSIP or other similar numbers among Issue Date Notes Owner Trustee and among 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 extent other documents and certificates required to comply with securities or tax law requirementsby this Section 3.5, including to permit delegending pursuant to Section 2.9(hthe 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) With 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 in respect of the exercise of the cure Option are sufficient to any Additional pay all the outstanding Notes, after taking into account the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate principal amount issuance of such Additional Notes to be authenticated and delivered pursuant to this Indentureany related redemption; (iic) such additional documents, certificates and opinions as shall be reasopably requested by, and acceptable to, the Issue Date Owner Trustee and the issue price Indenture Trustee; (d) a request and authorization to the Indenture Trustee by or on behalf of such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause the owner Trustee to authenticate and deliver such Additional Notes to have “original issue discount” within or upon the meaning of Section 1273 order of the CodePerson or Persons noted in such request at the address set forth therein, unless 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 (e) an opinion of counsel to the effect that the conditions precedent required under this Indenture for the issuance of such Additional Notes have a separate CUSIP or other similar number from other Notes; and been complied with. When the documents referred to in the foregoing clauses (iiia) whether such Additional Notes will be subject to transfer restrictions under through (e) above shall have been filed with the Securities Act (or other applicable securities laws).Indenture Trustee and when the

Additional Notes. (a) The Issuer From and after the Issue Date, the 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 (“Additional Notes”) that shall have having terms and conditions identical to those of the other Outstanding Notes, except with respect tothat Additional Notes: (ia) the Issue Datemay have a different issue date; (iib) the may have a different amount of interest payable on the first Interest Payment Date thereforafter issuance; (iiic) the may have a different issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 and the issue price of such Additional Notes; provided, that no Additional Notes may shall 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 or other similar number from other Notes; and (iiid) whether may have terms specified in the Additional Note Board Resolution or Additional Note Supplemental Indenture, copies of which shall be delivered to the Trustee, for such Additional Notes will be subject making appropriate adjustments to transfer restrictions under 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 laws) and any registration rights or similar agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Notes (other than such Additional Notes); provided, that no adjustment pursuant to this Section 2.15 shall cause such Additional Notes to 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 except for Additional Notes that have a separate CUSIP, ISIN and/or other similar number from the Notes pending performance by the Company of its obligations under a registration rights agreement.

Additional Notes. (a) The Issuer maySo 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 of one or more series may be issued under and secured by this Indenture at any time or from time to time, and subject to compliance the conditions 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 of any series pursuant to this Section 2.08, EEX shall have delivered to the Indenture Trustee, not less than forty-five (45) 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 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 applicable provisions Additional Notes that may have been issued theretofore, but otherwise shall be substantially 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 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 supplement to this Indenture, without substantially in the consent form of Exhibit D, which shall be executed by EEX and the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that Trustee. Such Indenture supplement shall have terms and conditions identical to those of the other Outstanding Notes, except with respect toset forth: (i) the Issue Datetext 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 amount date of interest payable on maturity of such Additional Notes (which shall be no later than the first Interest Payment Date thereforlatest scheduled maturity date of the Secured Notes then Outstanding); (iii) the issue pricedate 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 Notes (each regularly scheduled payment of principal shall be an Interest Payment Date); (v) the terms, if any, as to prepayment or 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 (ivvi) any adjustments other terms and agreements in respect thereof provided or permitted by this Trust Indenture or necessary in order to conform to specify the terms and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to conditions on which such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h)issued. (bd) With respect to any Such Additional NotesNotes 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 Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”)Indenture Trustee, copies of which will there shall be delivered to or deposited with the Trustee, Indenture Trustee the following informationfollowing: (i) the aggregate principal amount of Request; (ii) such Additional Notes supplement to this Indenture, duly executed by ▇▇▇; (iii) such instruments as may be authenticated and delivered pursuant necessary to perfect the security interest in EEX's 60% undivided interest in such Modification under this Indenture; (iiiv) such evidence of the Issue Date due filing of financing statements and other filings with respect to the Modification as may be required 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 price 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 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; providedtogether with evidence as to the due occurrence of all such authorization, that no execution, delivery and performance; (vi) documentation, duly executed and delivered by the respective parties thereto whereby the proposed holders of the Additional Notes may agree to be issued at a price that would cause such Additional Notes to have “original issue discount” within bound by the meaning of Section 1273 terms of the CodeOperative Documents (including, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii) whether such Additional Notes will be subject without limitation, representations and covenants corresponding to transfer restrictions under those contained in Section 7 of the Securities Act (or other applicable securities lawsParticipation Agreement).;

Additional Notes. The Company may issue and the Purchasers shall purchase the Convertible Notes and/or the Supplemental Notes pursuant to and in accordance with the provisions of this Section 2.11 and Annex III hereto. Unless otherwise specified by the Company in a notice to the Administrative Agent, the Company shall automatically be designated as the Issuer of the Convertible Notes or the Supplemental Notes (as applicable), and for avoidance of doubt, the provisions of Section 2.14 shall not apply. (a) The Issuer mayIf, at any time following the consummation of an Eligible IPO, (i) no Fundamental Default is then in existence and (ii) an OIC Entity is offered but declines to place an order for and purchase Common Stock from time the underwriters in the Eligible IPO having an aggregate purchase price of $15,000,000 (or such lesser amount as the underwriters offer to timethe OIC Entities), subject the Company may elect to compliance with cause the OIC Entities that are Purchasers to purchase, and the OIC Entities shall be obligated to cause the Purchasers to purchase, collectively, up to an additional $15,000,000 of Notes (or such lesser amount as the underwriters offer to the OIC Entities) (such Notes, the “Convertible Notes”), less any other applicable provisions of this Indenture, without amounts invested by the consent OIC Entities in equity of the HoldersCompany after the Effective Date, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those including in the initial public offering of the other Outstanding NotesCompany (but excluding equity investments contemplated by this Agreement, except with respect to: such as the Warrant). The election of the Company to exercise the rights under this Section shall be made by notice to the Administrative Agent specifying such election, and (i) the Issue Date; proposed purchase date (which shall be a Business Day), (ii) the purchase price payable by each Purchaser for the Convertible Notes to be issued to it pursuant hereto (being the principal amount of interest payable on the first Interest Payment Date therefor; such Convertible Notes), and (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with wire instructions for delivery of the Securities Act (or other purchase price of the Convertible Notes. For avoidance of doubt, the provisions of Section 2.02 shall not apply. The Administrative Agent shall promptly advise the applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder Purchasers of any Outstanding Notes notice given by the Company pursuant to this Section (other than such Additional Notesand the contents thereof). The Notes issued on closing of the Issue Date and any Additional issuance of the Convertible Notes shall be treated as a single series for all purposes under this Indenture; provided, that occur within twelve (12) Business Days of the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to date of notice by the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h)Company of the exercise of its right hereunder. (b) With respect Subject to compliance with applicable securities laws, the Company shall provide the OIC Entities that are Purchasers with twelve (12) Business Days’ notice prior to the expected pricing date (such date, the “Specified Pricing Date”) of an Eligible IPO. If the pricing of an Eligible IPO does not occur within thirty (30) Business Days after the Specified Pricing Date or the OIC Entities are not offered by the underwriters to purchase Common Stock in the Eligible IPO having an aggregate purchase price of at least $15,000,000, less any Additional amounts previously invested by the OIC Entities in connection with the Eligible IPO or in equity interests of the Company after the Effective Date pursuant to clause (a) above (the “Note Remainder Amount”), then the OIC Entities that are Purchasers shall have the right (but not the obligation), exercisable within 5 Business Days following the expiry of the foregoing thirty (30) Business Days’ period by delivery of notice to the Company, to purchase, and the Issuer shall have the obligation to issue upon receipt of such notice of OIC Entities, additional Notes (such Notes, the Issuer will set forth “Supplemental Notes”, and the date of issuance of such Notes, the “Supplemental Notes Issuance Date”) in an Officer’s Certificate amount equal to the Note Remainder Amount (or such lesser amount as the OIC Entities elect) on the same terms as the other Notes (for the avoidance of doubt, other than Convertible Notes) contemplated by this Agreement, except that no OID shall apply to such Supplemental Notes, and the Supplemental Note Make-Whole shall apply instead of the Issuer (the “Additional Note Certificate”), copies of which will be delivered Prepayment Premium and Minimum Return to the Trustee, the following information: (i) the aggregate principal amount of such Additional Supplemental 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 in accordance with Section 1273 of the Code, unless such Additional Notes have a separate CUSIP 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)2.05.

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Dateissue 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, provided that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 date and the issue price of such Additional Notes; provided, 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 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 Issuer may, from time to timeIssuers shall be entitled, subject to their compliance with any other applicable provisions of this IndentureSection 4.09, without the consent of the Holders, create and to issue pursuant to Additional Notes under this Indenture additional notes (“Additional Notes”) that which shall have identical terms and conditions identical to those of as the other Outstanding Notes, except with respect to: (i) Initial Notes issued on the Issue Date; (ii) , other than with respect to the amount date of interest payable on the first Interest Payment Date therefor; (iii) the issuance, issue price; and (iv) any adjustments necessary in order , the date from which interest begins to conform to accrue, applicable transfer restrictions and ensure compliance whether or not Section 3.10 shall apply with the Securities Act (or other applicable securities laws) and any agreement applicable respect to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Initial Notes issued on the Issue Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture, including waivers, consents, directions, declarations, amendments, redemptions and offers to purchase; provided, that and none of the Issuer may use different CUSIP Holders of any Initial Notes or other similar numbers among Issue Date Notes and among any Additional Notes shall have the right to the extent required vote or consent as a separate class on any matter to comply with securities which such Holders are entitled to vote or tax law requirements, including to permit delegending pursuant to Section 2.9(h)consent. (b) With respect to any Additional Notes, the Issuer will Issuers shall set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”)Order, copies of which will shall be delivered to the Trustee, the following information: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii2) the Issue Date issue price, the issue date and the issue price CUSIP number and any corresponding ISIN of such Additional Notes; provided; (3) if applicable, that no 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 issued at a price that would cause such exchanged in whole or in part for Additional Notes to have “original issue discount” within registered, or any transfer of such Global Note in whole or in part may be registered, in the meaning name or names of Section 1273 of Persons other than the Code, unless depositary for such Additional Notes have Global Note or a separate CUSIP 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)nominee thereof.

Additional Notes. (a) The Issuer mayNotwithstanding anything else herein, from time with respect to time, subject any Additional Notes issued subsequent to compliance with any other applicable provisions the date of this Indenture, without when the consent of the Holderscontext requires, create (1) all references in Article Two herein and issue pursuant to elsewhere in this Indenture additional notes (“Additional Notes”) that to a Registration Rights Agreement shall have terms and conditions identical be to those of the other Outstanding Notesa registration rights agreement, except if any, entered into 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional NotesNotes (2) any references in this Indenture to the Exchange Offer, which Exchange Offer Registration Statement, Shelf Registration Statement, and any other term related thereto shall be to such terms as they are not adverse defined in any material such Registration Rights Agreement, if any, entered into with respect to such Additional Notes (3) all time periods described in the Notes with respect to the Holder registration of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; providedprovided in such Registration Rights Agreement, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among if any, entered into with respect to such Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b4) With respect to any Additional NotesInterest, the Issuer will if set forth in an Officer’s Certificate such Registration Rights Agreement, if any, may be paid to the Holders of the Issuer (the “Additional Note Certificate”), copies of which will be delivered Notes immediately prior to the Trustee, making or the following information: consummation of the Exchange Offer regardless of any other provisions regarding record dates herein and (i5) all provisions of this Indenture shall be construed and interpreted to permit the aggregate principal amount issuance of such Additional Notes and 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 allow such Additional Notes to have “original issue discount” within become fungible and interchangeable with the meaning of Section 1273 of Initial Notes originally issued under this Indenture (and Exchange Notes issued in exchange therefor, if any), provided that if the Code, unless such Additional Notes are not fungible with the Initial Notes for United States federal income tax purposes, the Additional Notes will have a separate CUSIP or other similar number from other Notes; and (iii) whether such number. Indebtedness represented by Additional Notes will shall be subject to transfer restrictions under the Securities Act (or other applicable securities laws)covenants contained in this Indenture.

Additional Notes. (a) The Issuer mayIf authorized by a resolution of the Board of Directors, the Company shall be entitled, at any time or from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the Holdersany Holder, create and to issue pursuant to additional Notes under this Supplemental Indenture additional notes (“Additional Notes”) that ), which 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 necessary Holders who may take the actions or consent to the taking of actions as specified in the Indenture. Such Additional Notes shall have substantially identical terms and conditions identical to those of as the other Outstanding Initial Notes, except other than with respect to: to (i) the Issue Date; date of issuance, (ii) the issue price, and (iii) if applicable, the amount of interest payable on the first Interest Payment Date therefor; interest payment date applicable thereto (iii) to the issue priceextent such Additional Notes are issued with a different “CUSIP”, “ISIN” or “Common Code” number than the Notes); and (iv) any adjustments necessary provided that such issuance shall be made in order to conform to and ensure compliance with the Securities Act (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 accordance with applicable securities laws) law and any agreement applicable to such Additional Notes, which Notes are not adverse in any material respect to fungible with the Holder of any Outstanding Notes (other than such Additional Notes)for U.S. federal tax purposes. The Notes issued on the Issue Closing Date and any Additional Notes shall be treated as a single series class for all purposes under this the Indenture; provided, that . No Additional Notes may be issued if an Event of Default has occurred with respect to the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h)is continuing. (b) With respect to any Additional Notes, the Issuer will Company shall set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies a copy of which will shall be delivered to the Trustee, or in a supplemental indenture, the 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 this the Indenture; (iiiii) the Issue Date issue price, if any, the issue date of such Additional Notes and the issue price 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 the 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; 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 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 Issuer 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 (“"Additional Notes”") that shall have having terms and conditions set forth in Exhibit 1 to the Appendix and Exhibit A identical to those of the other Outstanding Notes, except with respect tothat Additional Notes: (i1) the Issue Datemay have a different issue date from other Outstanding Notes; (ii2) the may have a different amount of interest payable on the first Interest Payment Date thereforafter issuance than is payable on other Outstanding Notes; (iii3) may have terms specified in the issue price; and Additional Note Board Resolution or Additional Note Supplemental Indenture for such Additional Notes making appropriate adjustments to this Article II and the Appendix (ivand related definitions) any adjustments necessary applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 and the issue price of such Additional Notes; provided, that no Additional Notes may be issued at a price that would such adjustment shall cause such Additional Notes to have “original issue discount” within constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the meaning of Section 1273 of the Code, unless such Issue Date Notes for U.S. federal income tax purposes except for Additional Notes that have a separate CUSIP or other similar number from other NotesOutstanding Notes pending performance under a Registration Rights Agreement applicable thereto; and (iii4) whether may be entitled to additional interest as provided in Section 2.13 not applicable to other Outstanding Notes and may not be entitled to such Additional Notes will be subject additional interest applicable to transfer restrictions under the Securities Act (or other applicable securities laws)Outstanding Notes.

Additional Notes. (a) The Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes of any series (“Additional Notes”) that shall have having terms and conditions set forth in this Supplemental Indenture, identical to those the Notes of one of the other Outstanding Notestwo series issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes of such series; (ii) the amount have a different issue price than other Outstanding Notes of interest payable on the first Interest Payment Date thereforsuch series; (iii) the issue pricehave a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) any adjustments necessary in order have a different amount of interest that has accrued prior to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to issue date of such Additional Notes, which are not adverse in any material respect to the Holder of any Notes than has accrued on other Outstanding Notes (other than of such series; provided, no Additional Notes shall be issued unless such Additional Notes)Notes will be fungible for U.S. federal income tax and securities law purposes with Notes of one of the two series issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number 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 Notes of any series issued on the Issue Date date hereof and any Additional Notes of the same series shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (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 an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (ii) the Issue Date issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the issue price first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN 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 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 Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes (“Additional Notes”) that shall have having terms and conditions set forth in this Supplemental Indenture, identical to those of the other Outstanding NotesNotes issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes of such series; (ii) the amount have a different issue price than other Outstanding Notes of interest payable on the first Interest Payment Date thereforsuch series; (iii) the issue pricehave a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) any adjustments necessary in order have a different amount of interest that has accrued prior to conform to the issue date of such Additional Notes than has accrued on other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be fungible for U.S. federal income tax and ensure compliance securities law purposes with the Securities Act (or other applicable securities laws) Notes issued on the date hereof; and provided, further, that the Additional Notes have the same CUSIP number as the Notes issued on the date hereof. No Additional Notes may be issued if on the issue date therefor, any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder Event of any Outstanding Notes (other than such Additional Notes)Default has occurred and is continuing. The Notes issued on the Issue Date date hereof and any Additional Notes of the same series shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (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 an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (ii) the Issue Date issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the issue price first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN 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 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 Issuer mayAdditional Notes (each, an “Additional Note”) of the Lessor may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Initial Notes and subject to compliance the conditions hereinafter provided in this Section 2.12, for cash in the amount equal to the 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 other applicable 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, without except in the consent case of a refinancing of all of the Holders, create and issue Notes pursuant to Section 11.2 of the Participation Agreement) shall be set forth in an indenture supplemental to this Indenture additional notes (“executed by the Lessor and the Indenture Trustee. Such Additional Notes”) that Notes shall have terms be executed as provided in Section 2.3 hereof and conditions identical to those 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 other Outstanding Notes, except with respect todate of the supplemental indenture: (i) a copy of such supplemental indenture (which shall include the Issue Dateform 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 conditions in 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 calculated to be sufficient to pay when due all of the principal of and interest payable on the first Interest Payment Date thereforoutstanding Notes, after taking into account the issuance of such Additional Notes 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; (iii) with respect to any Supplemental Financing, an Officer’s Certificate from the issue priceLessor 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 (ivvii) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect an opinion of counsel to the Holder Lessor who shall be reasonably satisfactory to the Indenture Trustee, as to the authorization, validity and enforceability of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for and that all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes conditions hereunder to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate principal amount authentication and delivery of such Additional Notes to be authenticated and delivered pursuant to this Indenture;have been complied with. (iid) When the Issue Date documents referred to in the foregoing clauses (i) through (vii) above shall have been filed with the Indenture Trustee and when the Additional Notes described in the above mentioned request and authorization shall have been executed and authenticated as required by this Indenture and the issue price of such Additional Notes; providedrelated supplemental indenture, that no Additional Notes may be issued at a price that would cause the Indenture Trustee shall deliver such Additional Notes in the manner described in clause (v) above, but only upon payment to have “original issue discount” within the meaning of Section 1273 Indenture Trustee of the Code, unless sum or sums specified in such Additional Notes have a separate CUSIP 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)request and authorization.

Additional Notes. (a) The Issuer mayAt any time within the Reinvestment Period (or, from time to in the case of an issuance of additional Subordinated Notes only, at any time), subject to compliance the written approval of a Majority of the Junior Subordinated Notes and the Collateral Manager, the Applicable Issuers may, pursuant to a supplemental indenture in accordance with Section 8.1 hereof, (x) issue Additional Notes of any one or more new classes of notes that are subordinated to the existing Secured Notes (or to the most junior class of securities of the Applicable Issuer (other applicable provisions of than the Subordinated Notes) issued pursuant to this Indenture, without the consent if any class of the Holders, create and issue securities issued pursuant to this Indenture other than the Secured Notes and the Subordinated Notes is then Outstanding), (y) issue and sell additional notes Subordinated Notes only and/or (“z) issue and sell Additional Notes”Notes of each existing Class (on a pro rata basis with respect to each Class of Notes or on a pro rata basis for all Classes that are subordinate to the Controlling Class, except, in each case, that a larger proportion of Subordinated Notes may be issued) that shall have terms and conditions identical up to those an aggregate maximum amount of Additional Notes not to exceed 100% of the other Outstanding original principal amount of each such Class of Notes; provided, except with respect to: further, that (i) the Issue Date; Applicable Issuers shall comply with the requirements of Sections 2.6, 3.2, 7.9 and 8.1, (ii) unless only additional Subordinated Notes are being issued, the amount of interest payable on the first Interest Payment Date therefor; Global Rating Agency Condition shall have been satisfied with respect to such additional issuance, (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than Subordinated Notes) must be issued at a cash sales price equal to or greater than the principal amount thereof, (iv) unless only additional Subordinated Notes are being issued, immediately after giving effect to such Additional Notes). The Notes issued on issuance, each Coverage Test is satisfied or, with respect to any Coverage Test that was not satisfied immediately prior to giving effect to such issuance and will continue not to be satisfied immediately after giving effect to such issuance, the Issue Date degree of compliance with such Coverage Test is maintained or improved immediately after giving effect to such issuance and the application of the proceeds thereof, (v) the proceeds of any Additional Notes (net of fees and expenses incurred in connection with such issuance) shall be treated as Principal Proceeds or used to purchase additional Collateral Obligations subject to the restrictions in Section 12.2, (vi) unless only additional Subordinated Notes are being issued, the prior written consent of a single series for all purposes under this Indenture; providedMajority of the Controlling Class shall have been obtained, (vii) the Additional Notes will be issued in a manner that allows the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to provide the tax information relating to the 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, original issue discount that this Indenture requires the Issuer will set forth in an Officer’s Certificate to provide to Holders and beneficial owners of Secured Notes (including the Issuer (the “Additional Note Certificate”additional notes), copies (viii) an opinion of which will tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee, in form and substance satisfactory to the following information:Collateral Manager, to the effect that (A) such new Secured Notes would have the same U.S. federal income tax characterization as debt as any Secured Notes Outstanding immediately after such Refinancing that are pari passu with such new Secured Notes and (B) any additional Class A Notes, Class B Notes, Class C Notes or Class D Notes will be treated, and any additional Class E Notes should be treated, as indebtedness for U.S. federal income tax purposes, provided, however, that the opinion of tax counsel described in this clause (B) will not be required with respect to any additional notes that bear a different CUSIP number (or equivalent identifier) from the Notes of the same Class that were issued on the Closing Date and are Outstanding at the time of the additional issuance; (ix) no Event of Default has occurred and is continuing at the time of such additional issuance, and (x) no more than three additional issuances have occurred at the time of such proposed additional issuance (including such additional issuance); provided that with the consent of a Majority of the Controlling Class clauses (iii), (iv), (ix) and (x) may be waived. (ia) The terms and conditions of the aggregate principal amount Additional Notes of each Class issued pursuant to this Section 2.4 shall be identical to those of the initial Notes of that Class (except that the interest due on the Additional Notes that are Secured Notes shall accrue from the issue date of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the Issue Date and the issue interest rate and price of such Additional NotesNotes do not have to be identical to those of the initial Notes of that Class; provided, that no the interest rate on such Notes shall not exceed the interest rate on the corresponding Class of such Notes). Interest on the Additional Notes may that are Secured Notes or Senior Subordinated Notes shall be issued at a price that would cause payable commencing on the first Payment Date following the issue date of such Additional Notes (if issued prior to have “original issue discount” within the meaning of Section 1273 of the Code, unless such applicable Record Date). The Additional Notes have a separate CUSIP or other similar number from other Notes; andshall rank pari passu in all respects with the initial Notes of that Class. (iiib) whether such Any Additional Notes will of each Class issued pursuant to this Section 2.4 shall, be subject offered first to transfer restrictions under the Securities Act (or other applicable securities laws)Noteholders of that Class in such amounts as are necessary to preserve their pro rata holdings of Notes of such Class.

Additional Notes. (a) The Subject to the next succeeding two sentences and paragraphs (b) and (c) below and Section 5.02(f)(iv) and, in the case of Additional Class E Notes, Section 5.02(f)(viii), as applicable, the Issuer may, from time may issue Additional Notes pursuant to time, subject to compliance with any other applicable provisions of this Indenture, without 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 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 only following a Rating Agency Confirmation and upon obtaining the prior written consent of the HoldersPolicy Provider (unless the Policy Non-Consent Event has occurred) and the Initial Primary Liquidity Facility Provider (unless the Initial Primary Liquidity Facility Non-Consent Event has occurred), create and issue 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 as may be established in or pursuant to this Indenture additional notes the related Board Resolutions (“Additional Notes”) that 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 terms and conditions identical the same ranking pursuant to those Section 3.09 with respect to all other Obligations as the Notes of the other Outstanding Notesclass to which such Additional Notes belong (and, except with respect toto other subclasses of such class, as provided in Section 3.10). Prior to any issuance, any 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 Issue Datesubclass of Additional Notes to be issued; (ii) the amount with respect to each such subclass 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (iA) the aggregate principal amount of any such Additional Notes to which may be authenticated and delivered pursuant to this Indentureissued; (iiB) the Issue proposed date of such Additional Issuance; (C) the Expected Final Payment Date and the issue price Final Maturity Date of any such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause ; (D) whether any such Additional Notes are to have “original issue discount” within the meaning benefit of Section 1273 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 Code, unless amount and terms thereof; (E) the rate at which any such Additional Notes have a separate CUSIP shall bear interest or the method by which such rate shall be determined; (F) if other similar number from other than denominations of $200,000 or higher integral multiples of $1,000 (with respect to Class G Notes) or $1,000,000 or higher (with respect to Class E Notes), the 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 applicable Pool Factors as result of the issuance of any such Additional Notes; and (iiiH) whether any other terms, conditions, rights and preferences (or limitations on such rights and preferences) relating to any 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)); (iii) to what extent the proceeds of such Additional Notes are to be used to acquire Additional Aircraft or to make Conversion Payments, or both, and: (A) in the case of Additional Aircraft, a description of such Additional Aircraft and the Expected Useful Life of such Additional Aircraft; and (B) in the case of Conversion Payments, a description of the Aircraft to be converted and the Expected Useful Life of such Aircraft. If any of the terms of any issue of any such Additional Notes are established by action taken pursuant to 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 issued as Class G Notes with the prior consent of the Policy Provider, each of the Policy and the Policy Provider Agreement shall be amended to cover such Additional Notes and the Policy Provider shall deliver a new Policy or amended Policy, as applicable, to the Trustee; provided, however, that, notwithstanding anything to the contrary herein, no Class G Notes that are not covered by the Policy or substantially similar credit support (as determined by the Issuer, with the consent of the Policy Provider) may be issued while the Policy remains outstanding (it being understood and agreed that new uninsured Class G Notes may be issued in accordance with Section 2.10(g)). In connection with any such issuance of Additional Notes as a subclass of Class G 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 Second Closing Date. The Policy Provider agrees that its rights of reimbursement in respect of any Policy Drawings under the amended Policy will be subject the same as 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 paid in respect of the Policy issued on the Second Closing Date (unless otherwise agreed to transfer restrictions under by the Securities Act (or other applicable securities lawsIssuer and the Policy Provider).

Additional Notes. (a) The Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent of the HoldersNoteholders, create and issue pursuant to this Indenture additional notes Notes (“Additional Notes”) that shall have having terms and conditions set forth in Exhibit A identical to those of the other Outstanding outstanding Notes, except with respect tothat Additional Notes may: (i1) have a different Issue Date from the Issue DateDate for other outstanding Notes; (ii2) the amount of interest payable on the first Interest Payment Date therefor; (iii) the have a different issue priceprice than other outstanding Notes; and (iv3) any have terms specified in the Additional Notes Board Resolutions for such Additional Notes making appropriate adjustments necessary 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) and any registration rights or similar agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding outstanding Notes (other than such Additional Notes). The ; provided, that no adjustment pursuant to this Section 2.14 shall cause such Additional Notes to constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the Notes issued pursuant to the Purchase Agreement for U.S. federal income tax purposes; and provided further, that the Additional Notes have the same CUSIP number as other outstanding Notes. No Additional Notes may be issued if on the Issue Date therefor any Event of Default has occurred and is continuing. The Notes originally issued pursuant to the Purchase Agreement and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including waivers, amendments, offers to permit delegending pursuant to Section 2.9(h). (b) purchase and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (the “Board of Directors and an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii2) the Issue Date Date, issue price, amount of interest accrued and payable on the issue price first Interest Payment Date, first Interest Payment Date, CUSIP number and corresponding ISIN of such Additional Notes; provided, that no Additional Notes may and (3) such matters as shall be issued at a price that would cause applicable to such Additional Notes to have “original issue discount” within the meaning of Section 1273 as described in clauses (3) and (3) of the Code, unless such Additional Notes have a separate CUSIP 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)preceding paragraph.

Additional Notes. (a) The Issuer may, from time to at any time, subject on one or more occasions issue one or more new Classes of Additional Notes by requesting Additional Note Commitments to compliance with any other applicable provisions of this Indenture, without purchase such Additional Notes in an aggregate outstanding principal amount not to exceed the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect toIncremental Cap; provided that: (i) no Additional Note Commitment may be in an amount that is less than $5,000,000 (or such lesser amount to which the Issue Date;Purchaser Representative may reasonably agree (acting at the instruction of the Required Purchasers)), (ii) except as the amount Issuer and any Initial Purchaser or Delayed Draw Purchaser may separately agree, no Initial Purchaser or Delayed Draw Purchaser shall be obligated to provide any Additional Note Commitment, and the determination to provide any Additional Note Commitment shall be within the sole and absolute discretion of interest payable on such Purchaser (it being agreed that the first Interest Payment Date therefor;Issuer shall not be obligated to offer the opportunity to any Purchaser to participate in any Additional Notes except to the extent required pursuant to Section 2.25(b)), (iii) the issue price; andissuance of such Additional Notes 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) any adjustments necessary except as otherwise provided in order to conform to and ensure compliance clause (ix) below with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to fees, the Holder terms of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes identical to any then-existing Notes, (v) [reserved], (vi) [reserved], (vii) [reserved], (viii) [reserved], (ix) to the extent required to comply applicable, any fees payable in connection with securities or tax law requirementsany 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, including to permit delegending 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 Section 2.9(h).the Collateral Documents on a pari passu basis with the then-existing Notes, (bxi) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information:[reserved], (ixii) the aggregate principal amount no Event of such Additional Notes Default shall exist immediately prior to be authenticated and delivered pursuant or after giving effect to this Indenture; (ii) the Issue Date and the issue price of such Additional Notes; provided, that notwithstanding the foregoing, in the case of any Additional Notes issued in connection with 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 issued at a used for working capital and/or purchase price adjustments and other general corporate purposes (including Capital Expenditures, acquisitions and Investments); provided, that would cause 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 have “original issue discount” within agree or decline to provide the meaning of Section 1273 applicable Additional Note Commitments in its sole discretion, provided, that if any of the Codeexisting Purchasers have declined the offer to provide the Offered Debt, unless 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 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. (c) Each Purchaser or Additional 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 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 issuance 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 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 other similar number from other consenting to such Additional Notes; , and (iiiB) whether 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 or commitments pursuant to this Section 2.25 and such Additional Notes will technical amendments as may be subject 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 provision in Sections 2.21 or 9.02 to transfer restrictions under the Securities Act (or other applicable securities laws)contrary.

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have having terms and conditions set forth in Exhibit A identical to those of the other Outstanding Notes, except with respect tothat Additional Notes: (i) the Issue Datemay have a different issue date from other Outstanding Notes; (ii) the may have a different amount of interest payable on the first Interest Payment Date thereforafter issuance than is payable on other Outstanding Notes; (iii) may have terms specified in the issue price; and Additional Note Board Resolution or Additional Note Supplemental Indenture for such Additional Notes making appropriate adjustments to this Article II and Exhibit A (ivand related definitions) any adjustments necessary applicable to such Additional Notes in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any registration rights or similar agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 and the issue price of such Additional Notes; provided, that no Additional Notes may be issued at a price that would such adjustment shall cause such Additional Notes to have “original issue discount” within constitute, as determined pursuant to an Opinion of Counsel, a different class of securities than the meaning of Section 1273 of the Code, unless such Issue Date Notes for U.S. federal income tax purposes except for Additional Notes that have a separate CUSIP or other similar number from other NotesOutstanding Notes pending performance under a Registration Rights Agreement applicable thereto; and (iiiiv) whether may be entitled to additional interest as provided in Section 2.14 not applicable to other Outstanding Notes and may not be entitled to such Additional Notes will be subject additional interest applicable to transfer restrictions under the Securities Act (or other applicable securities laws)Outstanding Notes.

Additional Notes. (a) The Issuer may, EDP 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 (“Additional Notes”) that shall have further Notes having terms and conditions identical to those the same as the Notes or the same in all respects save the amount and date of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the amount first payment of interest payable on thereon and so that the first Interest Payment Date therefor; (iii) the issue price; and (iv) any adjustments necessary in order to conform to same shall be consolidated and ensure compliance form a single series with the Securities Act (or other applicable securities laws) and any agreement applicable to outstanding Notes. However, if such Additional Notes, which further Notes are not adverse issued in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall a "qualified reopening" for U.S. federal income tax purposes, they generally would be treated as part of a single separate series for U.S. federal income tax purposes and such separate series would generally be treated as having been issued with original issue discount for U.S. federal income tax purposes. The issuance of further Notes that are not issued in a qualified reopening may negatively impact the market price of the Notes following the issuance of the further Notes, causing all purposes under this Indenture; provided, that of the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional outstanding Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 and the issue price of such Additional Notes; provided, that no Additional Notes may be issued trade at a price that is lower than the outstanding Notes would cause such Additional have traded at had the further Notes not been issued. Pursuant to have “original issue discount” within the meaning of Section 1273 certain provisions of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), unless commonly known as FATCA, a "Foreign Financial Institution" (as defined by FATCA) may be required to withhold on certain payments it makes ("foreign passthru payments") to persons that fail to meet certain certification, reporting or related requirements. A number of jurisdictions (including the Netherlands and Portugal) have entered into, or have agreed in substance to IGAs which modify the way in which FATCA applies their jurisdictions. Under the provisions of IGAs as currently in effect, a foreign financial institution in an IGA jurisdiction would generally not be required to withhold under FATCA or an IGA with respect to payments that it makes. Certain aspects of the application of the FATCA provisions and IGAs to instruments such Additional Notes have a separate CUSIP as the Notes, including whether withholding would ever be required pursuant to FATCA or other similar number from other an IGA with respect to payments on instruments such as the Notes; and (iii) whether such Additional Notes will , are uncertain and may be subject to transfer restrictions change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, such withholding would not apply prior to the second anniversary of the date on which final regulations defining the term "foreign passthru payments" are published in the U.S. Federal Register and Notes issued on or prior to the date that is six months after the date on which final regulations defining "foreign passthru payments" are filed with the U.S. Federal Register generally would be "grandfathered" for purposes of FATCA withholding unless materially modified after such date (including by reason of a substitution of the Issuer). However, if additional notes (as described under "Terms and Conditions of the Securities Act (Notes—Further Issues") that are not distinguishable from previously issued Notes are issued after the expiration of the grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all Notes, including the Notes offered prior to the expiration of the grandfathering period, as subject to withholding under FATCA. Beneficial owners of the Notes should consult their own tax advisers regarding how these rules may apply to their investment in the Notes. In the event any withholding would be required pursuant to FATCA or other applicable securities laws)an IGA with respect to payments on the Notes, no person will be required to pay additional amounts as a result of the withholding.

Additional Notes. (a) The Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent If authorized by a resolution of the HoldersBoard of Directors, create and the Company shall be entitled to issue pursuant to additional Notes under this Indenture additional notes (“Additional Notes”) that which shall have substantially identical terms and conditions identical to those of as the other Outstanding Notes, except other than with respect to: to (i) the Issue Date; date of issuance, (ii) the Issue Price and Accreted Principal Amount, (iii) the amount of interest payable on the first Interest Payment Date therefor; interest payment date applicable thereto (iii) to the issue price; extent such Additional Notes are issued with a different “CUSIP”, “ISIN” or “Common Code” number than the Notes), and , (iv) any adjustments necessary if such Additional Notes shall be issued in order to conform to and ensure 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), the transfer restrictions in respect of Notes that are, respectively, Transfer Restricted Notes or Unrestricted Notes; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Notes may be issued with the Securities Act (same “CUSIP”, “ISIN” or “Common Code” number as other Notes unless it is so permitted in accordance with applicable securities laws) law and any agreement applicable to such Additional Notes, which Notes are not adverse in any material respect to fungible with the Holder of any Outstanding Notes (other than such Additional Notes)for U.S. federal tax purposes. The Notes issued on the Issue Closing Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will Company shall set forth in an Officer’s Certificate of the Issuer (the “Additional Note Officers’ Certificate”), copies a copy of which will shall be delivered to the Trustee, and in a supplemental indenture, the following information: (i1) the aggregate principal amount Principal Amount at Maturity of Notes outstanding immediately prior to the issuance of such Additional Notes; (2) the aggregate Principal Amount at Maturity of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii3) the Issue Date Price, if any, the Accreted Principal Amount applicable to such Additional Notes and the issue price date of such Additional Notes and the amount of interest payable on the first interest payment date applicable thereto; (4) the “CUSIP”, “ISIN” or “Common Code” number, as applicable, 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 or other similar number from other Notes; and (iii5) whether such Additional Notes will shall be subject to transfer restrictions under the Securities Act (Transfer Restricted Notes or other applicable securities laws)Unrestricted Notes.

Additional Notes. Additional Notes (aeach an "Additional Note") The Issuer mayof Owner Trustee may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Series 1997 Refunding Lessor Note and subject to compliance with any other applicable provisions of the conditions hereinafter provided in this IndentureSection 2.12, without the consent of the Holdersfor cash, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) in 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 Securities Act (or other applicable securities laws) and any agreement applicable to original principal amount of such Additional Notes, which are not adverse 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 material respect portion of the Supplemental Financing Amount relating to Capital Improvements made or installed from time to time pursuant to the Holder Lease; subject, however, to the following conditions: (a) in the case of any Outstanding Notes (other than such Additional Notes). The Notes issued on for the Issue Date and any purposes set forth in clause (ii), no such Additional Notes shall be treated as a single series for all purposes under this Indenture; providedissued if, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) 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; (b) in the case of any Additional Notes issued for the purposes set forth in clause (iii), 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 Additional Notes issued pursuant to clause (iii) from and after the 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 shall provide the Supplemental Financing Amount shall have been incorporated or installed; (c) in the 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 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 certificate of authentication in respect thereof); (b) an Officers' Certificate of Lessee (i) stating that to the best of their knowledge, no Lease Default or Lease Event of Default has occurred and is continuing, (ii) stating that the conditions in respect of the issuance of such Additional Notes contained in this Section 2.12 have been satisfied, (iii) specifying the amount of the costs and expenses relating to the issuance and sale of such Additional Notes, and (iv) stating that payments pursuant to the 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) through (e) of Section 4.1 hereof or Indenture Event of Default has occurred and is continuing; (d) such additional documents, certificates and opinions as shall be reasonably required by Owner Trustee or Indenture Trustee, and as shall be reasonably acceptable to Owner Trustee and Indenture Trustee; (e) an original of the Lease supplement; (f) a request and authorization to Indenture Trustee by Owner Trustee to authenticate and deliver such Additional Notes to be authenticated or upon the order of the Person or Persons noted in such request at the address set forth therein, and delivered pursuant in such principal amounts as are stated therein, upon payment to this IndentureIndenture Trustee, but for the account of Owner Trustee, of the sum or sums specified in such request and authorization; (iig) the Issue Date consent of Lessee to such request 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 or other similar number from other Notesauthorization; and (iiih) whether 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 be subject under this Indenture have been complied with. When the documents referred to transfer restrictions under in the Securities Act 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 required by this Indenture and the related supplemental indenture, Indenture Trustee shall deliver such Additional Notes in the manner described in clause (f) above, but only upon payment to Indenture Trustee of the sum or other applicable securities laws)sums specified in such request and authorization.

Additional Notes. (a) The Issuer mayIn addition to the Series A Notes, the Company may authorize the issue and sale from time to timetime on or before July 25, subject 2017, in one or more Series (as hereinafter defined), of up to compliance $100,000,000 aggregate principal amount of its senior promissory notes (collectively with the Series A Notes, the “Notes,” such term to include any such notes issued in substitution therefor pursuant to Section 13), to be dated the date of issue thereof, to mature, in the case of each Note so issued, no more than 20 years after the date of original issuance thereof, to have an average life, in 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 to have such other applicable provisions particular terms, as shall be set forth, in the case of this Indentureeach Note so issued, without in the consent Confirmation of Acceptance with respect to such Note 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 HoldersNotes of such Series and the Company. Certain capitalized terms used in this Agreement are defined in Schedule B; references to a “Schedule” or an “Exhibit” are, create and issue pursuant unless otherwise specified, to a Schedule or an Exhibit attached to this Indenture additional notes (“Additional Notes”) that shall Agreement. Notes which have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; same final maturity, (ii) the amount of interest payable on the first Interest Payment Date therefor; same principal prepayment dates, (iii) the issue price; and same principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) any adjustments necessary the same interest rate, (v) the same interest payment periods and (vi) the same date of issuance (which, in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notescase of a Note issued in exchange for another Note, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series deemed for all these purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officerdate on which such Note’s Certificate of the Issuer (the “Additional ultimate predecessor Note Certificate”was issued), copies are herein called a “Series” of which will be delivered to the Trustee, 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 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 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 Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, provided that the Issuer may use different CUSIP CUSIP, ISIN or other similar numbers among Issue Date Dollar Notes and Euro Notes, and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 and the issue price of such Additional Notes; provided, 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 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 Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes of any series (“Additional Notes”) that shall have having terms and conditions set forth in this Supplemental Indenture, identical to those the Notes of one of the other Outstanding Notesthree series issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes of such series; (ii) the 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 first Interest Payment Date therefor; (iii) after issuance than is payable on other Outstanding Notes of such series; provided, no Additional Notes shall be issued unless such Additional Notes will be fungible for U.S. federal income tax and securities law purposes with Notes of one of the three series issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number as the Notes of one of the three series issued on the date hereof. No Additional Notes may be issued if on the issue price; and (iv) date therefor, any adjustments necessary in order to conform to Event of Default has occurred and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes)is continuing. The Notes issued on the Issue Date date hereof and any Additional Notes of the same series shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (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 an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (ii) the Issue Date issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the issue price first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN 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 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 Issuer mayCompany shall be entitled, from time to time, without notice to, or the consent of, the Holders and subject to compliance with any other applicable provisions of this IndentureSection 4.18, without the consent of the Holders, create and to issue pursuant to Additional Notes under this Indenture additional notes (“Additional Notes”) that shall have identical terms as the Initial Notes issued on the date hereof (except for the issue price, the date from which interest first accrues and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) the amount of interest payable on the first Interest Payment Date therefor; (iii) Date); provided that any Additional Notes will be secured by the issue price; and (iv) any adjustments necessary in order to conform to Collateral equally and ensure compliance ratably with the Securities Act (or other applicable securities laws) and any agreement applicable Notes to the extent the Notes are secured; provided, further, that if such Additional Notes, which Notes are not adverse in any material respect to fungible with the Holder of any Outstanding Initial Notes (other than for U.S. federal income tax purposes, such Additional Notes)Notes will have a separate CUSIP and ISIN number. The Initial Notes issued on the Issue Date date hereof and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes including directions, waivers, amendments, consents and among redemptions. No Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) may be issued if an Event of Default has occurred and is continuing. With respect to any Additional Notes, the Issuer will Company shall set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies a copy of which will shall be delivered to the Trustee, the following information: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii2) the Issue Date issue price, the issue date and the issue price CUSIP and/or ISIN 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 Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii3) whether such Additional Notes will shall be subject Restricted Notes. In addition, the Company may, to transfer restrictions under the Securities Act 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 securities lawslaw, 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. (a) The Issuer may, from time to timeCompany shall be entitled, subject to its compliance with any other applicable provisions of Article Four, to issue Additional Notes under this Supplemental Indenture, without the consent . Any Additional Notes shall be part of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of same series as the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Initial Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; providedDate, that rank equally with the Issuer may use different CUSIP or other similar numbers among Issue Date Initial Notes and among Additional Notes have identical terms and conditions to the extent required 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 comply with securities or tax law requirementsthe payment of interest accruing prior to the issue date of such Additional Notes, including to permit delegending pursuant to Section 2.9(h)and (ii) the first payment of interest following the issue date of such Additional Notes. (b) With respect to any Additional Notes, the Issuer will 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 Officer’s Officers’ Certificate of the Issuer or (the “Additional Note Certificate”), copies of which will be delivered ii) established in one or more indentures supplemental to the TrusteeIndenture, prior to the following informationissuance of such Additional Notes: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this the Indenture; (ii) the Issue Date issue price, the issue date (and the issue price corresponding date from which interest shall accrue thereon and the first interest payment date therefor) and the CUSIP or ISIN number of such Additional Notes; provided; (iii) if applicable, that no 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. (c) If any of the terms of any Additional Notes are established by action taken pursuant to a Board Resolution, 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. (d) The Initial Notes and any Additional Notes subsequently issued at upon original issue under this Supplemental Indenture shall be considered collectively as a price that would cause single class for all purposes of the Indenture, including 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 have “original issue discount” within become fungible and interchangeable with the meaning of Section 1273 of Initial Notes originally issued under the Code, unless such Supplemental Indenture. Indebtedness represented by Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii) whether such Additional Notes will shall be subject to transfer restrictions under the Securities Act (or other applicable securities laws)covenants contained in this Supplemental Indenture.

Additional Notes. (a) The Issuer Without the consent of any Holder, the Company may, from time to time, subject to compliance with any other applicable the provisions of this Indenture, without the consent Indenture (including ‎Section 2.04 of the HoldersBase Indenture), create originally issue additional Notes with the same terms as the Initial Notes (except, to the extent applicable, with respect to the date on which interest begins to accrue on such additional Notes and issue pursuant the first Interest Payment Date of such additional Notes), which additional Notes will, subject to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical the foregoing, be considered to those 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 Notes (and any Notes that are resold after such Notes have been purchased or otherwise acquired by the Company or its Subsidiaries) are not fungible with other Outstanding 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 or resold Notes will be identified by one or more separate CUSIP numbers or by no CUSIP number. In authenticating additional Notes, except with respect tothe Trustee will receive: (i) a copy of the Issue Dateresolution 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) 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notesan executed supplemental indenture, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 or other similar number from other Notesif any; and (iii) whether an Opinion of Counsel which will state: (1) that the form and terms of such Additional Notes will be 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 transfer restrictions under any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Securities Act (Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or other applicable securities laws)affecting the enforcement of creditors’ rights and to general equity principles.

Additional Notes. (a) The Subject to the conditions set forth below, Issuer may, may from time to time, subject time request that the Noteholders purchase Additional Notes in an aggregate principal amount not 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 (“Additional Notes”) that exceed $750,000,000. No Noteholder shall have terms and conditions identical any commitment or obligation to those of the other Outstanding Notes, 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) purchase any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in provided that the Issuer shall first offer any material respect proposed issuance of Additional Notes to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued Noteholder Parties on a pro rata basis based on the Issue Date and aggregate principal amount of all Notes outstanding on the date of such offer. Any proposed Additional Notes not purchased by the Noteholder Parties may be sold to any other person that is not an Ineligible Institution. No Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that issued unless the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among issuance of such Additional Notes has been consented to by the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h)Specified Noteholder Parties. (b) With respect The Additional Notes issued hereunder shall constitute Notes under, and shall be entitled to all the benefits afforded by, and subject to all of the obligations of the Note Parties created under, this Indenture and the other Note Documents. The terms and conditions of any Additional Notes, and any Note Documents entered into in connection therewith, shall be substantially identical to the terms and conditions of the Initial Notes (except as set forth herein or as otherwise agreed between the Issuer will set forth in an Officer’s Certificate of and the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate principal amount purchasers of such Additional Notes (and consented to be authenticated and delivered pursuant by the Specified Noteholder Parties)). Notwithstanding anything in Section 13.01 to this Indenture; (ii) the Issue Date contrary, the Trustee and the issue price Issuer may make any related administrative or technical changes to the Note Documents that the Issuer, the Trustee and the purchasers of such Additional Notes; provided, that no Notes determine are necessary or appropriate (and consented to by the Specified Noteholder Parties) to effectuate the issuance of Additional Notes may be issued at a price that would cause such Additional Notes to have “original issue discount” within the meaning of in compliance with this Section 1273 of the Code, unless such Additional Notes have a separate CUSIP 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)2.17.

Additional Notes. (a) The Issuer At any time during the Reinvestment Period at the direction of a Majority of the Subordinated Notes and the Portfolio Manager, the Applicable Issuers 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 a supplemental indenture in accordance with Section 8.1 hereof, issue Additional Notes of each Class (“Additional Notes”) that shall have terms and conditions identical on a pro rata basis with respect to those each Class of the other Outstanding Notes, except that a higher proportion of Subordinated Notes may be issued) and/or Additional Notes of any one or more new classes that are subordinated to the existing Secured Notes. In connection with respect to: any additional issuance, the following conditions must be satisfied: (i) the Issue Date; Applicable Issuers shall comply with the requirements of Sections 3.2 and 8.1, (ii) the amount Issuer shall provide notice of interest payable on the first Interest Payment Date therefor; such issuance to Moody’s, (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder proceeds of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as Principal Proceeds or used to purchase additional Collateral Obligations, (iv) in the case of any additional issuance of an existing Class of Secured Notes, (A) if the Required Overcollateralization Test is satisfied prior to the issuance, such test is satisfied after giving effect to such issuance, or (B) if the Required Overcollateralization Test is not satisfied before such issuance, such test is maintained or improved after giving effect to such issuance, (v) if the principal amount of additional Secured Notes of the existing Classes including any Additional Notes of such Classes previously issued, would be equal to or greater than 100% of the Closing Date Principal Balance of such Classes of Notes, consent of a single series for all purposes Majority of each Class of Secured Notes has been obtained, (vi) an opinion of tax counsel of nationally recognized standing in the United States experienced in such matters shall be delivered to the Trustee that provides that such additional issuance shall not (A) result in the Issuer becoming subject to U.S. federal income taxation with respect to its net income on an entity-level basis, (B) cause the Tax Ownership Test to be failed or (C) have a material adverse effect on the U.S. federal income tax treatment of the Issuer or the U.S. federal income tax consequences to the holders of any Class of Notes Outstanding at the time of issuance, as described in the Offering Circular under this Indenture; provided, the heading “Certain Income Tax Considerations” and (vii) an Officer’s certificate of the Issuer shall be delivered to the Trustee stating that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to conditions of this Section 2.9(h)2.4(a) have been satisfied. (b) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate The terms and conditions of the Issuer Additional Notes of each Class of Secured Notes issued pursuant to this Section 2.4 shall be identical to those of the initial Secured Notes of that Class (except that the “interest due on the Additional Note Certificate”), copies of which will be delivered to Notes that are Secured Notes shall accrue from the Trustee, the following information: (i) the aggregate principal amount issue date of such Additional Notes to be authenticated and delivered pursuant to this Indenture; (ii) the Issue Date and the issue interest rate and price of such Additional Notes do not have to be identical to those of the initial Secured Notes of that Class). Interest on the Additional Notes that are Secured Notes shall be payable commencing on the first Payment Date following the issue date of such Additional Notes; provided, . The Additional Notes shall rank pari passu in all respects with the initial Notes of that no Class. Any new Class of Additional Notes subordinated to the existing Secured Notes may be issued at a price redeemable through the Auction Call (provided that would cause an Auction Call Redemption will be permitted to proceed with respect to the existing Classes of Secured Notes even if there will not be sufficient proceeds from the Auction to redeem such Additional Notes). (c) At any time, at the direction of a Majority of the Subordinated Notes and the Portfolio Manager, the Issuer may issue Additional Subordinated Notes without issuing Additional Notes of any other Class. A supplemental indenture will not be required for an Additional Subordinated Notes Issuance. The Issuer will deliver a revised Annex B for each such issuance to have “original issue discount” within the meaning Trustee for signature as provided in Section 8.6, setting forth the principal amount and date of issuance of the Additional Subordinated Notes being issued. Unless waived by the Holders and beneficial owners of the Subordinated Notes, each will be notified at least 15 days prior to such issuance and afforded an opportunity to purchase Additional Subordinated Notes. Proceeds of an Additional Subordinated Notes Issuance will be Principal Proceeds. For the avoidance of doubt, Additional Subordinated Notes Issuances will not be subject to the requirements of Section 1273 2.4(a) or Section 3.2. (d) Expenses of the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes; and (iii) whether such issuance of Additional Notes will be subject Administrative Expenses. (e) Any Additional Notes of each Class issued pursuant to transfer restrictions under this Section 2.4 shall, to the Securities Act (or other applicable securities laws)extent reasonably practicable, be offered first to Noteholders of that Class in such amounts as are necessary to preserve their pro rata holdings of Notes of such Class.

Additional Notes. (a) The Issuer may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the consent If authorized by a resolution of the HoldersBoard of Directors, create and the Company shall be entitled to issue pursuant to additional Notes under this Indenture additional notes (“Additional Notes”) that which shall have substantially identical terms and conditions identical to those of as the other Outstanding Notes, except other than with respect to: to (i) the Issue Date; date of issuance, (ii) the amount of interest payable on the first Interest Payment Date therefor; issue price, (iii) the issue price; and 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) any adjustments necessary if such Additional Notes shall be issued in order to conform to and ensure 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 are, respectively, Transfer Restricted Notes or Unrestricted Notes; provided that such issuance shall be made in compliance with this Indenture; provided, further, that no Additional Notes may be issued with the Securities Act (same “CUSIP”, “ISIN” or “Common Code” number as other Notes unless it is so permitted in accordance with applicable securities laws) law and any agreement applicable to such Additional Notes, which Notes are not adverse in any material respect to fungible with the Holder of any Outstanding Notes (other than such Additional Notes)for U.S. federal tax purposes. The Notes issued on the Issue Closing Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will Company shall set forth in an Officer’s Certificate of the Issuer (the “Additional Note Officers’ Certificate”), copies a copy of which will shall be delivered to the Trustee, or in a supplemental indenture, the following information: (i1) the aggregate principal amount 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; (ii3) the Issue Date issue price, if any, the issue date of such Additional Notes and the issue price 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; 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 or other similar number from other Notes; and (iii5) whether such Additional Notes will shall be Transfer Restricted Notes or Unrestricted Notes. In authenticating such Additional Notes, and accepting the additional responsibilities under this Indenture in relation to such Additional Notes, the Trustee shall receive, and, subject to transfer restrictions 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 Securities Act (Trustee, being advised by counsel, determines that such action may not lawfully be taken or other applicable securities laws)if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to existing Holders.

Additional Notes. (a) The Issuer may, from time to time, subject to compliance with any other applicable provisions aggregate amount of this Indenture, without the consent of the Holders, create Notes that may be authenticated and issue pursuant to delivered under this Indenture additional notes is unlimited. The Notes may be issued in one or more series (any such Notes issued subsequent to the Issue Date, the “Additional Notes”) that shall ), subject, in the case of Additional Notes, in compliance with Section 4.04 and Section 4.06. Any Additional Notes issued will have terms and conditions that are substantially identical to those the terms of the other Outstanding Initial Notes, except with in respect toof any of the following terms, which shall be set forth in a supplemental indenture or Officer’s Certificate: (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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this IndentureNotes; (ii2) the Issue Date 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 issue price of such first date from which interest will accrue on the Additional Notes; provided; (5) the date or dates and price or prices at which, that no the period or periods within which, and the terms and conditions upon which, such Additional Notes may be issued at a price that would cause 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 to have are deposited pending consummation of any acquisition, Investment, refinancing or other transaction (such redemption, an “original issue discount” within Additional Notes Special Mandatory Redemption”); (6) [reserved]; and (7) the meaning of Section 1273 of the ISIN, Common Code, unless 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 similar number from other Notes; and (iii) whether such identifying number. The Initial Notes and any Additional Notes subsequently issued under this Indenture will be subject treated as a single class for all purposes under this Indenture, including, without limitation, waivers, amendments, redemptions and offers to transfer restrictions under the Securities Act (or other applicable securities laws)purchase.

Additional Notes. (a) The Subject to the next succeeding two sentences and paragraphs (b) and (c) below and Section 5.02(f)(iv), the Issuer may, from time may issue Additional Notes pursuant to time, subject to compliance with any other applicable provisions of this Indenture, without 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 HoldersPolicy 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 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 and shall have such subclass and such further designations added or incorporated in such title as specified in the related Board Resolutions, create and issue 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 established in or pursuant to this Indenture additional notes the related Board Resolutions (“Additional Notes”) that 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 terms and conditions identical the same ranking pursuant to those Section 3.09 with respect to all other Obligations as the Notes of the other Outstanding Notesclass to which such Additional Notes belong (and, except with respect toto other subclasses of such class, as provided in Section 3.10). Prior to any issuance, any 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 Issue Datesubclass of Additional Notes to be issued; (ii) the amount with respect to each such subclass 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (iA) the aggregate principal amount of any such Additional Notes to which may be authenticated and delivered pursuant to this Indentureissued; (iiB) the Issue proposed date of such Additional Issuance; (C) the Expected Final Payment Date and the issue price Final Maturity Date of any such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause ; (D) whether any such Additional Notes are to have “original issue discount” within the meaning benefit of Section 1273 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 Code, unless amount and terms thereof; (E) the rate at which any such Additional Notes have a separate CUSIP shall bear interest or the method by which such rate shall be determined; (F) if other similar number from than denominations of $200,000 or higher integral multiples of $1,000 (with respect to Notes), the 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 applicable Pool Factors or Extended Pool Factors as result of the issuance of any such Additional Notes; (H) any other Notesterms, conditions, rights and preferences (or limitations on such rights and preferences) relating to any 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) whether to what extent the proceeds of such Additional Notes are to be used to acquire Additional Aircraft or to make Conversion Payments, or both, and (A) in the case of Additional Aircraft, a description of such Additional Aircraft and the Expected Useful Life of such Additional Aircraft; and; (B) in the case of Conversion Payments, a description of the Aircraft to be modified and the Expected Useful Life of such Aircraft. If any of the terms of any issue of any such Additional Notes are established by action taken pursuant to 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 issued with the prior consent of the Policy Provider, each of the Policy and the Policy Provider Agreement shall be amended to cover such Additional Notes and the Policy Provider shall deliver a new Policy or amended 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 Policy Provider agrees that its rights of reimbursement in respect of any Policy Drawings under the amended Policy will be subject the same as 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 transfer restrictions under by the Securities Act (or other applicable securities lawsIssuer and the Policy Provider). (d) In connection with any issuance of Additional Notes, the Issuer shall pay to all parties to the Related Documents all reasonable costs and expenses related thereto.

Additional Notes. (a) The Issuer mayOn July 1, from time to time2003, subject to compliance with any other applicable provisions of this Indenture, without the consent of Purchasers shall purchase and the Holders, create and issue pursuant to this Indenture Company shall sell additional notes (“Additional Notes”) that shall have terms and conditions identical to those of Notes in the other Outstanding Notes, except with respect toamounts set forth on Exhibit A-2 if: (i) the Issue DateCompany is unable to satisfy all the conditions to closing specified in the Equity Agreement by June 30, 2003; (ii) either (A) the amount stockholder meeting to approve the terms of interest payable on the first Interest Payment Date thereforEquity Agreement is scheduled for a date prior to August 31, 2003 or (B) the date for such stockholder meeting has not been established due to delays in the review process of the Securities and Exchange Commission that the Company reasonably believes will be resolved in time to complete the stockholder vote prior to August 31, 2003; (iii) the issue pricebusiness, assets, financial condition and operations of the Company are substantially as represented to the Purchasers and no change shall have occurred that, in the reasonable good faith judgment of the Purchasers, is or could have a Material Adverse Effect; provided, however, that no change constituting or related solely to (A) the economy or financial markets of the United States of America in general, unless such factors have had a disproportionate adverse effect on the Company, (B) any change, effect or development that is primarily caused by conditions generally affecting the industry in which the Company conducts its business, unless such factors have had a disproportionate adverse effect on the Company, (C) any change that is primarily caused by the announcement or pendency of this Agreement or the transactions contemplated hereby, (D) any change in listing of the Company’s Common Stock from the Nasdaq National Market to the Nasdaq SmallCap Market, the BBX or the OTC Bulletin Board, or (E) any adverse consequences arising from failure to pay obligations to its creditors when due, shall be deemed to be or have a Material Adverse Effect for the purposes of this Section so long as such failure to pay is contemplated by the Financial Plan (as defined in Section 5(c) hereof); and provided, further, that the occurrence of an Event of Default under Section 5(c)(ii) or Section 5(c)(iii) hereof shall be deemed to constitute a Material Adverse Effect unless such violation occurs solely by reason of the Company’s failure to obtain financing as projected in the Financial Plan; and (iv) (A) there are no threatened in writing or pending legal suits or proceedings against or affecting any adjustments necessary in order of the Purchasers relating to conform to the transactions contemplated hereby or by the Equity Agreement and ensure compliance with the Securities Act (B) there are no temporary restraining orders, preliminary or permanent injunctions or other applicable securities laws) and orders issued by any agreement applicable to such Additional Notes, which are not adverse court of competent jurisdiction or governmental entity preventing the consummation of the transactions contemplated hereby or by the Equity Agreement in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes)effect. The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes condition to the 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, the Issuer will Closing set forth in an Officer’s Certificate clause (iii) of this Section 1(c) may be waived by holders of a majority of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: (i) the aggregate outstanding principal amount of the Notes, and such Additional Notes waiver shall be binding upon all of the Purchasers without further action by them. All such sales shall be made on the terms and conditions set forth in this Agreement. For purposes of this Agreement, and all other agreements contemplated hereby, any additional notes so acquired shall be deemed 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, unless such Additional Notes have a separate CUSIP 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 Issuer Company may, from time to time, subject to compliance with any other applicable provisions of this Indenture, without the notice to or consent of the HoldersHolders of the Notes, create and issue pursuant to this Indenture additional notes Notes of either series (“Additional Notes”) that shall have having terms and conditions set forth in this Supplemental Indenture, identical to those the Notes of one of the other Outstanding Notestwo series issued on the date hereof, except with respect tothat Additional Notes may: (i) the Issue Datehave a different issue date than other Outstanding Notes of such series; (ii) the amount have a different issue price than other Outstanding Notes of interest payable on the first Interest Payment Date thereforsuch series; (iii) the issue pricehave a different initial Interest Payment Date than other Outstanding Notes of such series; and (iv) any adjustments necessary in order have a different amount of interest that has accrued prior to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to issue date of such Additional Notes, which are not adverse in any material respect to the Holder of any Notes than has accrued on other Outstanding Notes (other than of such series; provided, no Additional Notes shall be issued unless such Additional Notes)Notes will be fungible for U.S. federal income tax and securities law purposes with Notes of one of the two series issued on the date hereof; and provided further, the Additional Notes have the same CUSIP number 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 Notes of any series issued on the Issue Date date hereof and any Additional Notes of the same series shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h). (b) waivers, amendments and United States federal tax purposes. With respect to any issuance of Additional Notes, the Issuer will set forth in an Officer’s Certificate Company shall deliver to the Trustee a resolution of the Issuer (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 an Officers’ Certificate in respect of such Additional Note Certificate”)Notes, copies of which will be delivered to the Trustee, shall together provide the following information: (i) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;; and (ii) the Issue Date issue date, issue price, the first Interest Payment Date, the amount of interest accrued and payable on the issue price first Interest Payment Date, the applicable series, the CUSIP number and corresponding ISIN 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 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. (a1) The Issuer maySubject to Section 3.6 hereof, Additional Notes of the owner Trustee may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Fixed Rate Notes and subject to compliance with any other applicable provisions of the conditions hereinafter provided in this IndentureSection, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) for cash in 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 Securities Act (or other applicable securities laws) and any agreement applicable to original principal amount of such Additional Notes, which are not adverse for the purpose of (i) refunding any previously issued series of Notes, in whole or in part and/or (ii) providing funds for the payment of all or any material respect portion of the Supplemental Financing Amount relating to Capital rrnprovements made or installed from time to time pursuant to the Holder Facility Lease; provided, however, that in the case of any Outstanding Notes (other than such Additional Notes). The Notes issued on for the Issue Date 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.l5(b) of the Collateral Trust Indenture and serve as the basis for Additional Bonds. (2) Before any Additional Notes shall be treated as a single series for all purposes issued under the provisions of this Indenture; providedSection 3.5, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes Owner Trustee shall have received from the Owner Participant, and among 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 Note 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 extent required 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 comply be payable by their terms not later than the last day of the Basic Lease Term. (3) Except as to any differences in the rity 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 securities or tax law requirementsrespect thereto, including if any, such Additional, Notes shall be on a parity with, and shall be entitled to permit delegending the same benefits and security of this Indenture as, other Notes issued pursuant to Section 2.9(hthe terms hereof. (4) The terms, conditions and designations of such Additional Notes (which shall be consistent with this rndenture) 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) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate a certificate of a Responsible Officer of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: Owner Trustee (i) stating that to the aggregate principal amount 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 upon a certificate of a Responsible 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 df amounts in respect of the exercise of the Cure option are sufficient to pay all the outstanding Notes, after taking into account the issuance of such Additional Notes to be authenticated and delivered pursuant to this Indentureany related redemption; (iic) such additional documents, certificates and~opinions as shall be reasonably requested by, and acceptable to, the Issue Date Owner Trustee and the issue price Indenture Trustee; (d) a request and authorization to the Indenture Trustee by or on behalf of such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause the Owner Trustee to authenticate and deliver such Additional Notes to have “original issue discount” within or upon the meaning of Section 1273 order of the CodePerson or Persons noted in such request at the address set forth therein, unless 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 (e) an opinion of counsel to the effect that the conditions precedent required under this Indenture for the issuance of such Additional Notes have a separate CUSIP or other similar number from other Notes; and been complied with. When the documents r1eferred to in the foregoing clauses (iiia) whether through (e) above shall have baen filed with the Indenture Trustee and when the Additional Notes described 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 be subject in the manner described in clause (d) above, but only upon payment to transfer restrictions under the Securities Act (Indenture Trustee of the sum or other applicable securities laws)sums specified in such request and authorization.

Additional Notes. (ai) The Issuer 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 are issued and subject to compliance the conditions and restrictions contained in this Section 11.1, request the Lessor, upon not less than 20 Business Days' prior written notice to the Lessor and the Indenture Trustee, to execute and deliver documentation (including, without limitation, a commitment agreement, a supplement to the Indenture (or, if the Indenture has been discharged, a new indenture or comparable document which provides the Lessor and 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 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 other applicable provisions 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 a Casualty, Condemnation or Event of Loss, it being understood that this Indentureclause (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, without further, that the consent 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 HoldersAdditional Note Documentation, create and issue pursuant the Lessee shall send to this 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 additional notes Trustee (“or the indenture trustee, if any, under the New Indenture) shall authenticate the requested Additional Notes”) that shall have Notes on and subject to the terms and conditions identical to those hereof; provided further that there shall exist no Lease Event of Default as of the other Outstanding date of either the execution of the Additional Note Documentation or the issuance and authentication of such Additional Notes, except with respect to. The Additional Note Documentation shall set forth: (i1) the Issue 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; (6) the terms, if any, as to prepayment of such Additional Notes at the option of the Lessor and as to the premium, if any, payable on any prepayment of such Additional Notes (which shall be at least as favorable to the Lessor as the prepayment provisions of the Notes); and (7) any other terms and agreements in respect thereof necessary to specify the terms 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, the Lessor shall execute and deliver such Additional Notes in an aggregate principal amount not exceeding 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 Securities Act (or other applicable securities laws) and any agreement applicable to permitted by such Additional Notes, which are not adverse in any material respect to Note Documentation upon (I) compliance by the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under Lessee with this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”11.1(b), copies (II) receipt by the Lessor of which will be delivered an amount in cash equal to the Trustee, the following information: (i) 100% of the aggregate principal amount of such Additional Notes, (III) payment by the Lessee of all of the reasonable fees and expenses (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 be authenticated 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 pursuant by the Lessee and the Lessor, providing for adjustments in Basic Rent and Stipulated Loss Value under the Lease required to this Indentureensure 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; (ii2) such instruments of conveyance, assignment and transfer (including, without limitation, contractors' waivers) duly executed and delivered by the Issue Date respective parties thereto, and such evidence of the issue price 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; providedtogether with evidence as to the due occurrence of such authorization, that no execution, delivery and performance; (4) such modifications, amendments, waivers or supplements to the Operative Documents, other instruments, certificates, title policy endorsements and 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 may be issued at a price that would cause such Additional Notes in order to have “original issue discount” within effectuate the meaning of financing contemplated by this Section 1273 of the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notes11.1(b); and (iii5) whether such Additional Notes will be subject a letter from nationally recognized independent public accountants confirming that the adjustments to transfer restrictions under the Securities Act Basic Rent and Stipulated Loss Values are adequate, as contemplated by (or other applicable securities laws)1) above.

Additional Notes. (a) The Issuer Company may, from time to time, in each case in a minimum aggregate principal amount of $10.0 million, 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 (“Additional Notes”) that , 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 on which such Additional Notes are 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 other Outstanding NotesNotes issued on the Issue Date, except with respect to: (i) the Issue Datedate of issuance; (ii) the amount of interest payable on the first Interest Payment Date thereforinterest payment date; (iii) the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series class for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date . The aggregate principal amount of Notes and among Additional Notes that may be issued under this Indenture is limited to the extent required to comply with securities or tax law requirements, including to permit delegending pursuant to Section 2.9(h)$325.0 million. (b) With respect to any Additional Notes, the Issuer Company will set forth in an Officer’s Certificate pursuant to a resolution of the Issuer (Board of Directors of the “Additional Note Certificate”)Company, copies of which will be delivered to the Trustee, 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, the issue date and the issue price CUSIP number of such Additional Notes; provided, 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 CodeInternal Revenue Code of 1986, unless such Additional Notes have a separate CUSIP or other similar number from other Notesas amended; and (iii) whether such Additional Notes will be subject to transfer restrictions under the Securities Act (or other applicable securities laws).

Additional Notes. (a) SECTION 1. The Issuer mayMortgagor, when authorized by resolution or resolutions of Its board of directors, may from time to time, subject time execute and deliver to compliance with any other applicable provisions of this Indenture, without the consent Government one or more Additional Notes to evidence (1) loans made by the Government to the Mortgagor pursuant to the Ao.t; (2) indebtedness of the Holders, create and issue 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 this Indenture additional 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”) that Notes shall have contain such provisions and shall be executed and delivered upon such terms and conditions identical to those as the board of directors of the other Outstanding NotesMortgagor in the resolution or resolutions authorizing the execution and delivery thereof and the Government shall prescribe; provided, except with respect to: (i) however, that the Issue Date; (ii) outstanding principal balances owing on the notes shall not at any one time exceed the amount of interest payable on identified in the first Interest Payment Date therefor; Instruments Recital as the Maximum Debt Limit, and no note shall mature more than fifty (iii50) years after Restated Mortgage - Telephone 100% REA Loan No Prior Bank Loan (RES-REA.NPB) 9/91 the issue price; and (iv) any adjustments necessary in order to conform to and ensure compliance with the Securities Act (or other applicable securities laws) and any agreement applicable to such date hereof. Additional Notes, which are not adverse in any material respect to including refunding, renewal and substitute notes, when and as executed and delivered, shall be secured by this Mortgage, equally and ratably with all other notes at the Holder time outstanding. without preference, priority, or distinction of any Outstanding Notes (of the notes over any other than such Additional Notes)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. The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under As used In this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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 NotesMortgage, the Issuer will set forth in an Officer’s Certificate of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, 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 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 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).term "directors" includes trustees

Additional Notes. (a1) The Issuer maySubject to section 3.6 hereof1 Additional Notes of the Owner Trustee may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Initial Series Note and subject to compliance with any other applicable provisions of the conditions hereinafter provided in this IndentureSection, without the consent of the Holders, create and issue pursuant to this Indenture additional notes (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, except with respect to: (i) the Issue Date; (ii) for cash in 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 Securities Act (or other applicable securities laws) and any agreement applicable to original principal amount of such Additional Notes, which are not adverse for the purpose of (i) refunding any previously issued series of Notes, in whole or in part and/or (ii) providing funds for the payment of all or any material respect portion of the Supplemental Financing Amount relating to Capital Improvements made or installed from time to time pursuant to the Holder Facility Lease; provided, however, that (x} in the case of any Outstanding Notes (other than such Additional Notes). The Notes issued on for the Issue Date 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 treated 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 single 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 all purposes under 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; provided, that ) shall be set forth in an indenture supplemental to this Indenture executed by the Issuer may use different CUSIP or other similar numbers among Issue Date Notes Owner Trustee and among 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 extent other documents and certificates required to comply with securities or tax law requirementsby this section 3.5, including to permit delegending pursuant to Section 2.9(hthe 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) With respect to any Additional Notes, the Issuer will set forth in an Officer’s Certificate a certificate of a Responsible Officer of the Issuer (the “Additional Note Certificate”), copies of which will be delivered to the Trustee, the following information: Owner Trustee (i) stating that to the aggregate principal amount 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 Purchase Event are sufficient to pay all the Outstanding Notes, after taking into account the issuance of such Additional Notes and any related redemption, and (iv)1 in the case of Notes issued for the purpose set forth in clause (ii) of Section 3.5(1), stating that all conditions to be authenticated and delivered pursuant to this Indenturethe 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); (iic) such additional documents, certificates and opinions as shall be reasonably requested by, and acceptable to, the Issue Date Owner Trustee and the issue price Indenture Trustee. (d) a request and authorization to the Indenture Trustee by or on behalf of such Additional Notes; provided, that no Additional Notes may be issued at a price that would cause the Owner Trustee to authenticate and deliver such Additional Notes to have “original issue discount” within or upon the meaning of Section 1273 order of the CodePerson or Persons noted in such request at the address set forth therein, unless 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 (e) an opinion of counsel to the effect that the conditions precedent required under this Indenture for the issuance of such Additional Notes have a separate CUSIP or other similar number from other Notes; and been complied with. When the documents referred to in the foregoing clauses (iiia) whether through (e) above shall have been filed with the Indenture Trustee and when the Additional Notes described 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 be subject in the manner described in clause (d) above, but only upon payment to transfer restrictions under the Securities Act (Indenture Trustee of the sum or other applicable securities laws)sums specified in such request and authorization.

Additional Notes. (a) The Issuer 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 (“Additional Notes”) that shall have terms and conditions identical to those of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notes, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will 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 Officer’s Officers’ Certificate of the Issuer or (the “Additional Note Certificate”), copies of which will be delivered ii) established in one or more indentures supplemental to the TrusteeIndenture, prior to the following informationissuance of such Additional Notes: (i1) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this the Indenture; (ii2) the Issue Date issue price and the issue price date 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 including the meaning of Section 1273 of date from which interest shall accrue and the Code, unless such Additional Notes have a separate CUSIP or other similar number from other Notesfirst interest payment date therefor; and (iii3) whether 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 called for by 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 Notes 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. (b) If any of the terms of any Additional Notes are established by action taken pursuant to a Board Resolution, 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. (c) The Initial Notes and any Additional Notes shall be considered collectively as a single class for all purposes of the Indenture. Holders of the Initial Notes and any Additional Notes will be subject vote and consent together on all matters to transfer restrictions under which such Holders are entitled to vote or consent as one class, and none of the Securities Act (Holders of the Initial Notes or other applicable securities laws)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.

Additional Notes. (a) This Indenture is unlimited in aggregate principal amount. The Issuer may, may issue additional Notes 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 time under this Indenture additional notes in accordance with the terms hereof, including Section 2.01, Section 2.02 and Section 4.08. (“A) Any series of Additional Notes”) that Notes issued hereunder shall have substantially identical terms and conditions identical to those the relevant series of Notes, as applicable, originally issued, except in respect of any of the other Outstanding Notes, 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 Securities Act (or other applicable securities laws) and any agreement applicable to such Additional Notesfollowing terms, which are not adverse in any material respect to the Holder of any Outstanding Notes (other than such Additional Notes). The Notes issued on the Issue Date and any Additional Notes shall be treated as a single series for all purposes under this Indenture; provided, that the Issuer may use different CUSIP or other similar numbers among Issue Date Notes and among Additional Notes to the 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, the Issuer will set forth in an Officer’s Certificate or, at the election of the Issuer (the “Additional Note Certificate”)Issuer, copies of which will be a supplemental indenture, delivered to the Trustee, the following information: (i) whether such Additional Notes shall be issued as part of a new or existing series of Notes or the title of such Additional Notes (which shall distinguish the Additional Notes of the series from Notes of any other series); (ii) the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this IndentureNotes; (iiiii) the Issue Date date or dates on which such Additional Notes will be issued and will mature; (iv) the 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 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 issue price of basis upon which such interest will be calculated; (v) the currency or currencies in which such Additional Notes; provided, that no Notes shall be denominated and the currency in which cash or government obligations in connection with such series of Additional Notes may be issued payable; (vi) the date or dates and price or prices at a price that would cause which, the period or periods within which, and the terms and conditions upon which, such Additional Notes to have “original issue discount” within may be redeemed, in whole or in part; (vii) if other than in minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof, the meaning of Section 1273 of the Code, unless denominations in which such Additional Notes have a separate CUSIP shall be issued and redeemed; (viii) the ISIN, Common Code, or other similar number from other securities identification numbers with respect to such Additional Notes; and (iiiix) whether such any relevant limitation language with respect to Notes Guarantees and Transaction Security Documents. (B) Such Additional Notes will be subject treated, along with all other Notes, as a single class for the purposes of this Indenture with respect to transfer restrictions under waivers, amendments and all other matters which are not specifically distinguished for such series in such Officer’s Certificate or supplemental indenture (as applicable); provided that any Additional Notes that are not fungible with the Securities Act (applicable series of Notes for U.S. federal income tax purposes shall have a separate ISIN, Common Code or other applicable securities laws)identification number from such Notes.