424B3 1 ea0294168-424b3_presidio.htm PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-294316

Prospectus Supplement No. 3
(to Prospectus dated March 23, 2026)

PRESIDIO PRODUCTION COMPANY

11,887,469 SHARES OF CLASS A COMMON STOCK ISSUABLE

UPON THE EXERCISE OF WARRANTS

133,332 WARRANTS

29,757,255 SHARES OF CLASS A COMMON STOCK

This Prospectus Supplement No. 3 updates and supplements the prospectus dated March 23, 2026 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-294316). This prospectus supplement is being filed to update and supplement the information in the Prospectus, in the prospectus supplement dated May 14, 2026 (“Prospectus Supplement No. 1”) and the prospectus supplement dated May 15, 2026 (“Prospectus Supplement No. 2”, and, together with Prospectus Supplement No. 1, the “Prior Supplements,” and collectively with Prospectus Supplement No. 3, the “Prospectus Supplements”) with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 10, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this Prospectus Supplement.

The Prospectus and the Prospectus Supplements relate to the issuance by Presidio Production Company (“Presidio” or the “Company”) of up to 11,887,469 shares of Class A Common Stock, par value $0.0001 (the “Presidio Class A Common Stock”) that may be issued upon the exercise of the Presidio Warrants (as defined below) and the offer and sale from time to time by the selling securityholders named in the Prospectus and the Prospectus Supplements (the “Selling Securityholders”), or their permitted transferees, of up to 29,757,255 shares of Presidio Class A Common Stock and up to 133,332 Presidio Warrants.

The 11,887,469 shares of Presidio Class A Common Stock that may be issued upon the exercise of the Presidio Warrants that the Prospectus and the Prospectus Supplements relate to include: (i) up to 11,666,637 shares of Presidio Class A Common Stock that may be issued upon the exercise of 11,666,637 warrants to purchase Presidio Class A Common Stock at an exercise price of $11.50 per share (the “Public Warrants”) and (ii) up to 220,832 shares of Presidio Class A Common Stock that may be issued upon the exercise of 220,832 warrants to purchase Presidio Class A Common Stock at an exercise price of $11.50 per share (the “Private Placement Warrants” and together with the Public Warrants, the “Presidio Warrants”).

The shares of Presidio Class A Common Stock and Presidio Warrants offered for resale under the Prospectus and the Prospectus Supplements were issued to the Selling Securityholders (as applicable to each) in accordance with the terms of, and transactions contemplated by, the Business Combination Agreement, dated as of August 5, 2025 (the “Business Combination Agreement”), by and among Presidio MidCo Inc., a Delaware corporation (formerly EQV Ventures Acquisition Corp., a Cayman Islands exempted company) (“EQV”), Presidio (f/k/a Presidio PubCo Inc.), Prometheus PubCo Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Presidio (“EQV Merger Sub”), Prometheus Holdings LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of EQV (“Prometheus Holdings”), Prometheus Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Prometheus Holdings (“Presidio Merger Sub”) and Presidio Investment Holdings LLC, a Delaware limited liability company (“PIH”). The Presidio Class A Common Stock registered hereunder represents the securities issued to the Selling Securityholders pursuant to the terms of the Business Combination Agreement, as applicable to each Selling Securityholder, concurrently with the closing of the transactions contemplated by the Business Combination Agreement (the “Business Combination”).

The Business Combination is described in greater detail in the Prospectus. See “Prospectus Summary — The Business Combination.”

The 29,757,255 maximum number of shares of Presidio Class A Common Stock offered for resale under the Prospectus and the Prospectus Supplements consists of: (a) 7,686,960 shares of Presidio Class A Common Stock that were issued to EQV Ventures Sponsor LLC, a Delaware limited liability company, and its affiliates (the “Sponsor”) upon the conversion of 282,314 EQV Class A Shares and 7,404,646 EQV Class B Shares, (b) 160,000 shares of Presidio Class A Common Stock that were issued to the former independent directors of EQV, upon the conversion of 160,000 EQV Class A Shares, (c) 120,000 shares of Presidio Class A Common Stock that were issued to the former independent directors of EQV, upon the conversion of 120,000 EQV Class A Shares, (d) 9,315,217 shares of Presidio Class A Common Stock that were issued in connection with the PIPE Financing (as defined in the Prospectus), (e) 2,717,300 shares of Presidio Class A Common Stock that may be issued upon the conversion of the 27,173 shares of Series B Preferred Stock, (f) 937,500 shares of Presidio Class A Common Stock that may be issued upon the exercise of warrants to purchase Presidio Class A Common Stock at an exercise price of $0.01 per share and (g) 8,806,946 shares of Presidio Class A Common Stock issued, or that may be issued upon the conversion of Prometheus Holdings Common Units (as defined in the Prospectus), to certain of the other Selling Securityholders named herein in connection with the Business Combination as merger consideration.

There are approximately 27,686,745 outstanding shares of Presidio Class A Common Stock as of the date of the Prospectus and the Prospectus Supplements. Given the substantial number of shares of Presidio Class A Common Stock being registered for potential resale by Selling Securityholders pursuant to the Prospectus and the Prospectus Supplements, the sale of shares by the Selling Securityholders, or the perception in the market that the Selling Securityholders intend to sell shares, could increase the volatility of the market price of Presidio Class A Common Stock or result in a significant decline in the public trading price of the Presidio Class A Common Stock. Even if the current trading price of the Presidio Class A Common Stock is close to the price at which the units were initially issued in EQV’s initial public offering, certain Selling Securityholders may have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to the public investors. The public securityholders may not experience a similar rate of return on the securities they purchase due to differences in the purchase prices and the current trading price.

Pursuant to the Prospectus and the Prospectus Supplements, the Selling Securityholders are permitted to offer the securities from time to time, if and to the extent as they may determine, through public or private transactions or through other means described in the section of the Prospectus entitled “Plan of Distribution” at prevailing market prices, at prices different than prevailing market prices or at privately negotiated prices. The Selling Securityholders may sell shares through agents they select or through underwriters and dealers they select. The Selling Securityholders also may sell their securities directly to investors. If the Selling Securityholders use agents, underwriters or dealers to sell their securities, we will name such agents, underwriters or dealers and describe any applicable commissions or discounts in a supplement to the Prospectus and the Prospectus Supplements if required.

Certain of the securities registered hereby remain subject to contractual transfer restrictions described under “Certain Relationships and Related Person Transactions” in the Prospectus and may not be sold until such restrictions lapse.

We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Securityholders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of securities by them.

The Selling Securityholders identified in the Prospectus and the Prospectus Supplements may offer, sell or distribute all or a portion of the Presidio Class A Common Stock included under the Prospectus and the Prospectus Supplements (as applicable to each Selling Securityholder) in the section entitled “Selling Securityholders.” We will not receive any proceeds from the sale of securities by the Selling Securityholders. However, we may receive proceeds from the exercise of the Presidio Warrants and the Series A Preferred Investor Warrants to the extent any such warrants are exercised for cash. The exercise price of the Presidio Warrants is $11.50 per share, and the exercise price of the Series A Preferred Investor Warrants is $0.01 per share. We believe the likelihood that warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of the Presidio Class A Common Stock. If the trading price for the Presidio Class A Common Stock ever falls below $11.50 per share, we believe holders of Presidio Warrants would be unlikely to exercise their warrants.

We may amend or supplement the Prospectus and the Prospectus Supplements from time to time by filing amendments or supplements as required.

The Presidio Class A Common Stock and the Public Warrants are listed on the New York Stock Exchange under the symbols “FTW” and “FTW WS,” respectively. On June 9, 2026, the closing price of the Presidio Class A Common Stock was $12.40 per share, and the closing price of the Public Warrants on June 9, 2026, was $1.35 per warrant.

This Prospectus Supplement No. 3 updates and supplements the information in the Prospectus and the Prior Supplements and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus and the Prior Supplements, including any subsequent amendments or supplements thereto. This Prospectus Supplement No. 3 should be read in conjunction with the Prospectus and Prior Supplements, and if there is any inconsistency between the information in the Prospectus, Prospectus Supplement No. 1, Prospectus Supplement No. 2 and this Prospectus Supplement No. 3, you should rely on the information in this Prospectus Supplement No. 3. The information in this Prospectus Supplement No. 3 modifies and supersedes, in part, the information in the Prospectus and the Prior Supplements. Any information in the Prospectus and the Prior Supplements that is modified or superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement No. 3. You should not assume that the information provided in the Prospectus Supplements or the Prospectus is accurate as of any date other than their respective dates. Neither the delivery of this Prospectus Supplement No. 3, the Prior Supplements or the Prospectus nor any sale made hereunder, shall under any circumstances create any implication that there has been no change in our affairs since the date of this Prospectus Supplement No. 3, or that the information contained in the Prospectus Supplements or the Prospectus is correct as of any time after the date of that information.

We are an “emerging growth company” and a “smaller reporting company” as those terms are defined under applicable federal securities laws, and as such, are subject to certain reduced public company reporting requirements.

AN INVESTMENT IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE 13 OF THE PROSPECTUS BEFORE YOU MAKE YOUR DECISION TO INVEST IN OUR COMMON STOCK.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities nor passed upon the accuracy or adequacy of this Prospectus Supplement. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 3 is June 10, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 9, 2026

PRESIDIO PRODUCTION COMPANY

(Exact name of registrant as specified in its charter)

Delaware		001-43179		39-3528250
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 W. 7th Street Suite 1500 Fort Worth, Texas		76102
(Address of Principal Executive Office)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (817)-382-3664

(Former Name or Former Address, if Changed Since Last Report): Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered, pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	FTW	New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	FTW WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On June 9, 2026, Presidio Finance LLC (the “Issuer”), a limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiary of Presidio Production Company (the “Company”), issued in a private offering (the “Offering”) $350 million in aggregate principal amount of fixed-rate asset-backed securities, consisting of $175 million aggregate principal amount of 5.902% Class A-1 Notes due 2041 and $175 million in principal amount of 6.717% Class A-2 Notes due 2041 (collectively, the “ABS III Notes”) pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

The ABS III Notes were issued under a Second Amended and Restated Indenture (the “2nd A&R Indenture”) and related Series 2026-1 Supplement (the “Supplement” and together with the 2nd A&R Indenture, the “Indenture”) each dated June 9, 2026, by and among the Issuer, Presidio Finance Nominee Corp. (“Finance NomCo”), and UMB Bank, N.A., as Indenture Trustee (the “Trustee”) and are guaranteed by Finance NomCo and Presidio Finance Holding Company LLC (collectively, the “Guarantors”), which are also limited-purpose, bankruptcy-remote, wholly-owned indirect subsidiaries of the Company.

The net proceeds from the Offering were used (i) to redeem in full the outstanding Series 2023-1, Class A-1 7.806% Notes and Series 2023-1, Class A-2 8.418% Notes, each due 2038 (the “Existing Notes”), (ii) to pay any related premiums, fees and expenses, including accrued and unpaid interest on the Existing Notes and the initial deposit of the liquidity reserve amount for the ABS III Notes, and (iii) for general corporate purposes.

The Series 2026-1 Class A-1 Notes have a final scheduled payment date in August 2033 and the Series 2026-1 Class A-2 Notes have a final scheduled payment date in February 2035 (each such date, with respect to the applicable Series 2026-1 Class A-1 or Class A-2 Notes, a “Final Scheduled Payment Date”).

The ABS III Notes are primarily secured by specific upstream producing assets in Texas and Oklahoma that previously served as collateral for the Existing Notes.

The ABS III Notes, via the Indenture and related documentation, are governed by a series of covenants and restrictions typical for such transactions, including (i) the requirement for the Issuer to maintain a specified reserve account to ensure the payment of interest, (ii) provisions for optional and mandatory prepayments and specified make-whole payments under certain conditions, (iii) covenants related to recordkeeping, access to information and similar matters, and (iv) compliance with all applicable laws and regulations.

The ABS III Notes are also subject to customary accelerated amortization events as outlined in the Indenture, which events include failure to maintain specified debt service coverage and loan to value ratios, failure to meet certain production metrics, certain management services agreement termination events, non-compliance with hedging requirements, the failure to repay or refinance the ABS III Notes by the applicable Final Scheduled Payment Date and other events of default. The ABS III Notes are also subject to a customary increase in coupon if not repaid or refinanced by the applicable Final Scheduled Payment Date.

Additionally, the ABS III Notes are subject to customary events of default, which include non-payment of required interest, principal, or other amounts due, failure to comply with covenants within specified time frames, certain bankruptcy events, breaches of specified representations and warranties, failure of security interests to be effective, and a change of control event that is not a permitted change of control.

The foregoing summaries do not purport to be complete and are subject to, and qualified in their entirety by reference to, the complete copies of the Indenture and the Supplement, which have been filed as Exhibits 4.1 and 4.2, respectively, hereto and are hereby incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure

On June 9, 2026, the Company issued a press release announcing the issuance of the ABS III Notes. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
4.1#		Second Amended and Restated Indenture, dated June 9, 2026, by and among Presidio Finance LLC, as Issuer, Presidio Finance Nominee Corp., and UMB Bank, N.A., as Indenture Trustee
4.2#		Series 2026-1 Supplement, dated June 9, 2026, by and among Presidio Finance LLC, as Issuer, Presidio Finance Nominee Corp., and UMB Bank, N.A., as Indenture Trustee
99.1		Press Release, dated June 9, 2026
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

Certain schedules and attachments have been omitted. The registrant hereby undertakes to provide further information regarding such omitted materials to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 10, 2026

	PRESIDIO PRODUCTION COMPANY

	By:	/s/ Brett Barnes
	Name:	Brett Barnes
	Title:	Executive Vice President and General Counsel

Exhibit 4.1

Execution Version

SECOND AMENDED AND RESTATED
INDENTURE

among

PRESIDIO FINANCE LLC,
as Issuer

PRESIDIO FINANCE NOMINEE CORP.,
as Finance NomCo

and

UMB Bank, N.A.
as Indenture Trustee, Paying Agent and Securities Intermediary

Dated as of June 9, 2026

TABLE OF CONTENTS

		Page
ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01	Definitions	2

ARTICLE II

THE NOTES

Section 2.01	Form	3
Section 2.02	Execution, Authentication and Delivery	3
Section 2.03	Book-Entry Notes.	3
Section 2.04	Transfer Restrictions on Notes.	4
Section 2.05	Registration; Registration of Transfer and Exchange	8
Section 2.06	Mutilated, Destroyed, Lost or Stolen Notes	10
Section 2.07	Persons Deemed Owner; Certification by Note Owners	10
Section 2.08	Notes Issuable in Series	11
Section 2.09	Payment of Principal and Interest; Defaulted Interest.	11
Section 2.10	Cancellation	12
Section 2.11	Release of Collateral	13
Section 2.12	Reserved	13
Section 2.13	Tax Treatment	13
Section 2.14	CUSIP and Private Placement Numbers	14
Section 2.15	Additional Notes	14

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01	Organization and Good Standing	15
Section 3.02	Authority; No Conflict.	16
Section 3.03	Legal Proceedings; Orders	17
Section 3.04	Compliance with Laws and Governmental Authorizations	17
Section 3.05	Leases	17
Section 3.06	Material Liabilities	17
Section 3.07	Employee Benefit Plans	17
Section 3.08	Use of Proceeds; Margin Regulations	17
Section 3.09	Existing Indebtedness; Future Liens.	17
Section 3.10	Foreign Assets Control Regulations, Etc.	18
Section 3.11	Status under Certain Statutes	18
Section 3.12	Single Purpose Entity	18
Section 3.13	Solvency	19
Section 3.14	Security Interest	19

ARTICLE IV

COVENANTS

Section 4.01	Payment of Principal and Interest	19
Section 4.02	Maintenance of Office or Agency	20
Section 4.03	Money for Payments to Be Held on behalf of the Secured Parties	20
Section 4.04	Compliance with Law	20
Section 4.05	Insurance	20
Section 4.06	No Change in Fiscal Year	20
Section 4.07	Payment of Taxes and Claims	21
Section 4.08	Existence	21
Section 4.09	Books and Records	21
Section 4.10	Performance of Material Agreements	21
Section 4.11	Maintenance of Lien	21
Section 4.12	Further Assurances	22
Section 4.13	Use of Proceeds	22
Section 4.14	Separateness	22
Section 4.15	Transactions with Affiliates	24
Section 4.16	Merger, Consolidation, Etc	25
Section 4.17	Lines of Business	25
Section 4.18	Economic Sanctions, Etc	25
Section 4.19	Liens	25
Section 4.20	Sale of Assets, Etc	25
Section 4.21	Permitted Indebtedness	25
Section 4.22	Amendment to Organizational Documents	26
Section 4.23	No Loans	26
Section 4.24	Permitted Investments; Subsidiaries	26
Section 4.25	Employees; ERISA	26
Section 4.26	Tax Treatment	26
Section 4.27	Replacement of Manager or Back-Up Manager	27
Section 4.28	Hedges And Hedge Agreements	27
Section 4.29	Manager or Operator Failure	29
Section 4.30	Characterization	29
Section 4.31	Amendments to Basic Documents	29
Section 4.32	Operator Account	30

ARTICLE V

REMEDIES

Section 5.01	Events of Default.	30
Section 5.02	Acceleration of Maturity; Rescission and Annulment	31
Section 5.03	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.	34
Section 5.04	Remedies; Priorities.	36
Section 5.05	Optional Preservation of the Assets	37
Section 5.06	Limitation of Suits	37
Section 5.07	Unconditional Rights of Hedge Counterparties and Noteholders to Receive Principal, Interest and Payments of Other Obligations	38
Section 5.08	Restoration of Rights and Remedies	38
Section 5.09	Rights and Remedies Cumulative	38

Section 5.10	Delay or Omission Not a Waiver	38
Section 5.11	Control by Noteholders	39
Section 5.12	Waiver of Past Defaults	39
Section 5.13	Undertaking for Costs	40
Section 5.14	Waiver of Stay or Extension Laws	40
Section 5.15	Action on Notes or Hedge Agreements	40
Section 5.16	Performance and Enforcement of Certain Obligations.	40

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01	Duties of Indenture Trustee.	41
Section 6.02	Rights of Indenture Trustee.	42
Section 6.03	Individual Rights of Indenture Trustee	45
Section 6.04	Indenture Trustee’s Disclaimer	45
Section 6.05	Notice of Material Event	45
Section 6.06	Reports by Indenture Trustee	45
Section 6.07	Compensation and Indemnity	45
Section 6.08	Replacement of Indenture Trustee	46
Section 6.09	Successor Indenture Trustee by Merger	47
Section 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee.	47
Section 6.11	Eligibility; Disqualification	48
Section 6.12	Representations and Warranties of the Indenture Trustee	49

ARTICLE VII

INFORMATION REGARDING THE ISSUER

Section 7.01	Financial and Business Information.	49
Section 7.02	Visitation	51

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01	Deposit of Collections	52
Section 8.02	Establishment of Accounts.	52
Section 8.03	Collection of Money	56
Section 8.04	Asset Disposition Proceeds	57
Section 8.05	Reserve Reports	57
Section 8.06	Distributions.	58
Section 8.07	Liquidity Reserve Account.	62
Section 8.08	Statements to Noteholders	63
Section 8.09	Original Documents	65

ARTICLE IX

PERMITTED DISPOSITIONS AND ADDITIONAL ASSETS

Section 9.01	Permitted Dispositions	66
Section 9.02	Additional Assets	68

iii

ARTICLE X

SUPPLEMENTAL INDENTURES

Section 10.01	Supplemental Indentures.	71
Section 10.02	Execution of Supplemental Indentures	73
Section 10.03	Effect of Supplemental Indenture	74
Section 10.04	Reference in Notes to Supplemental Indentures	74

ARTICLE XI

OPTIONAL REDEMPTION OF NOTES

Section 11.01	Optional Redemption	74
Section 11.02	Form of Redemption Notice	74
Section 11.03	Notes Payable on Redemption Date	74

ARTICLE XII

SATISFACTION AND DISCHARGE

Section 12.01	Satisfaction and Discharge of Indenture with respect to the Notes	75
Section 12.02	Application of Trust Money	76
Section 12.03	Repayment of Monies Held by Paying Agent	77

ARTICLE XIII

MISCELLANEOUS

Section 13.01	Compliance Certificates and Opinions, etc.	77
Section 13.02	Form of Documents Delivered to Indenture Trustee	77
Section 13.03	Acts of Noteholders.	78
Section 13.04	Notices, etc., to Indenture Trustee and Issuer	78
Section 13.05	Notices to Noteholders and Hedge Counterparties; Waiver	79
Section 13.06	Alternate Payment and Notice Provisions	80
Section 13.07	Effect of Headings and Table of Contents	80
Section 13.08	Successors and Assigns	80
Section 13.09	Severability	80
Section 13.10	Benefits of Indenture	80
Section 13.11	Legal Holidays	81
Section 13.12	GOVERNING LAW; CONSENT TO JURISDICTION	81
Section 13.13	Counterparts	81
Section 13.14	Recording of Indenture	82
Section 13.15	No Petition	82
Section 13.16	Inspection	82
Section 13.17	Waiver of Jury Trial	82
Section 13.18	Rating Agency Notice.	82
Section 13.19	Rule 17g-5 Information.	82
Section 13.20	Consent and Acknowledgement of the Amendments	84
Section 13.21	Extinguishment of Obligations	84

APPENDIX A	–	Definitions

EXHIBIT A-1	–	Form of Note
EXHIBIT B-1	–	Operated Interests
EXHIBIT B-2	–	Non-Operated Interests
EXHIBIT C	–	Form of Transferor Certificate
EXHIBIT D	–	Form of Investment Letter
EXHIBIT E	–	Form of Payment Date Report
EXHIBIT F	–	Form of Asset Purchase Agreement

THIS SECOND AMENDED AND RESTATED INDENTURE dated as of June 9, 2026 (as it may be amended and supplemented from time to time, this “Indenture”) is among Presidio Finance LLC, a Delaware limited liability company (the “Issuer”), Presidio Finance Nominee Corp., a Texas corporation (“Finance NomCo”), and UMB Bank, N.A., a national banking association, as trustee and not in its individual capacity (the “Indenture Trustee”) and as Securities Intermediary (as defined herein) and as Paying Agent (as defined herein).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of Notes issued hereunder from time to time and the Hedge Counterparties:

PRELIMINARY STATEMENT

WHEREAS, the Issuer, Finance NomCo, the Indenture Trustee, the Paying Agent and the Securities Intermediary entered into an Indenture (the “Original Indenture”), dated as of July 30, 2021 (the “Original Indenture Date”) which was amended and restated by an Amended and Restated Indenture (the “First A&R Indenture”), dated as of July 18, 2023 (the “First A&R Indenture Date”);

WHEREAS, the parties hereto seek to amend and restate the First A&R Indenture to provide for the issuance from time to time by the Issuer of one or more Series of Notes hereunder, issuable as provided in this Indenture and the applicable Series Supplement;

WHEREAS, the First A&R Indenture is being amended and restated to (i) facilitate the issuance of one or more Series of Notes hereunder the proceeds of which, in part, will be used to redeem all of the Notes (as defined in the First A&R Indenture) issued pursuant to the First A&R Indenture and (ii) to make certain other amendments as reflected in this Indenture.

WHEREAS, it is hereby agreed between the Issuer, the other Related Entities and the Indenture Trustee, on behalf of itself, the Holders and the Hedge Counterparties, that in the performance of any of the agreements of the Issuer herein contained, any obligation the Issuer may thereby incur for the payment of money shall not be general debt on its part, but shall be secured by and payable solely from the Collateral, payable in such order of preference and priority as provided herein;

WHEREAS, each Series will be constituted by this Indenture and a Series Supplement; and

WHEREAS, the Notes of any Series issued pursuant to this Indenture will be divided into classes as provided in this Indenture and the applicable Series Supplement.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, each party hereto agrees as follows:

GRANTING CLAUSE

Each of the Issuer and Finance NomCo (x) on each of the Original Indenture Date and the First A&R Indenture Date, Granted to the Indenture Trustee for the benefit of the Secured Parties (as defined in the Original Indenture and in the First A&R Indenture, as applicable), (y) on the Second A&R Date, hereby Grants to the Indenture Trustee for the benefit of the Secured Parties, and (z) on each date on which an Additional Asset Purchase Agreement identifying such Additional Assets is entered into after the Second A&R Date, will Grant to the Indenture Trustee for the benefit of the Secured Parties with respect to any Additional Assets, a security interest in, all of such party’s right, title and interest, whether now or hereafter acquired, and wherever located, in and to (a) the Assets, any Additional Assets identified in any Additional Asset Purchase Agreement entered into after the Second A&R Date and, in each case, all monies received thereon and in respect thereof after the applicable related Cutoff Date; (b) the Presidio Accounts and all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect), instruments, money, and other property credited to or on deposit in the Presidio Accounts from time to time, including the Liquidity Reserve Account Initial Deposit, and in all investments and proceeds thereof (including all income thereon); (c) the Merger Agreement and each Additional Asset Purchase Agreement; (d) the Management Services Agreement; (e) the Hedge Agreements; (f) the Back-up Management Agreement; (g) the Master Joint Operating Agreement; (h) the Parent Pledge Agreement; (i) the Guaranty Agreement; (j) each other Basic Document to which it is party; (k) all of the equity interests of Finance NomCo; (l) the representations, warranties and covenants contained in each of the Basic Documents; (m) all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equity interests (including, with respect to the Issuer, all equity interests in Finance NomCo owned by the Issuer), general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals; (n) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments, general intangibles and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; and (o) all proceeds of any and all of the foregoing (collectively, the “Collateral”); provided, however, that the Collateral shall not include, and the lien of this Indenture shall not extend to, (x) any assets or amounts released from the Lien of this Indenture in accordance with the express terms hereof and (y) other Excluded Assets.

The foregoing Grant is made in trust to secure the Secured Obligations.

The Indenture Trustee, as Indenture Trustee on behalf of the Secured Parties, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the end that the interests of the Secured Parties may be adequately and effectively protected.

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions. Certain capitalized terms used in this Indenture shall have the respective meanings assigned to them in Part I of Appendix A attached hereto or, if not defined therein, as defined in the Merger Agreement. All references herein to “the Indenture” or “this Indenture” are to this Indenture as it may be amended, supplemented or modified from time to time, the exhibits hereto and the capitalized terms used herein which are defined in such Appendix A. All references herein to Articles, Sections, subsections and exhibits are to Articles, Sections, subsections and exhibits contained in or attached to this Indenture unless otherwise specified. All terms defined in this Indenture shall have the defined meanings when used in any certificate, notice, Note or other document made or delivered pursuant hereto unless otherwise defined therein. The rules of construction set forth in Part II of such Appendix A shall be applicable to this Indenture.

ARTICLE II

THE NOTES

Section 2.01 Form. (a) The Notes, together with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set forth in Exhibit A to this Indenture with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers of the Issuer executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note. Unless otherwise specified in the applicable Series Supplement for a Series of Notes, the Notes shall be issuable in book-entry form and in accordance with Section 2.03(a) and any ownership interests in the Book-Entry Notes shall initially be held and transferred through the book-entry facilities of the Depositary; provided, that Notes purchased by Institutional Investors that are not QIBs will be delivered in Definitive Notes.

(b) The Definitive Notes shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders), all as determined by the officers of the Issuer executing such Notes, as evidenced by their execution of such Notes.

(c) Each Note shall be dated the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture.

Section 2.02 Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its authorized officers. The signature of any such authorized officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time authorized officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

Section 2.03 Book-Entry Notes.

(a) Each Class and Series of Notes initially issued as Book-Entry Notes shall initially be issued as one or more Notes registered in the name of the Depositary or its nominee and, except as provided in Section 2.03(c), transfer of such Notes may not be registered by the Note Registrar unless such transfer is to a successor Depositary that agrees to hold such Notes for the respective Note Owners with ownership interests therein. Such Note Owners shall hold and, subject to Section 2.05, transfer their respective ownership interests in and to such Notes through the book-entry facilities of the Depositary and, except as provided in Section 2.03(c), shall not be entitled to Definitive Notes in respect of such ownership interests. Unless otherwise specified in the related Series Supplement, Notes of each Class and Series of Notes initially sold in reliance on Rule 144A shall be represented by the Rule 144A Global Note for such Class and Series, which shall be deposited with the DTC custodian and registered in the name of Cede & Co. as nominee of the Depositary. Notes of each Class and Series of Notes initially sold in offshore transactions in reliance on Regulation S shall be represented by the Regulation S Global Note for such Class and Series, which shall be deposited with the DTC custodian and registered in the name of Cede & Co. as nominee of the Depositary. All transfers by Note Owners of their respective ownership interests in the Book-Entry Notes shall be made in accordance with the procedures established by the Depositary Participant or brokerage firm representing each such Note Owner. Each Depositary Participant shall only transfer the ownership interests in the Book-Entry Notes of Note Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depositary’s normal procedures.

(b) The Issuer, the Indenture Trustee and the Note Registrar shall for all purposes, including the making of payments due on the Book-Entry Notes, deal with the Depositary as the authorized representative of the Note Owners with respect to such Notes for the purposes of exercising the rights of Noteholders hereunder. The rights of Note Owners with respect to the Book-Entry Notes shall be limited to those established by law and agreements between such Note Owners and the Depositary Participants and indirect participating brokerage firms representing such Note Owners. Multiple requests and directions from, and votes of, the Depositary as holder of the Book-Entry Notes with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Note Owners. The Indenture Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Noteholders and shall give notice to the Depositary of such record date.

(c) Notes initially issued in the form of Book-Entry Notes will thereafter be issued as Definitive Notes to applicable Note Owners or their nominees, rather than to the Depositary or its nominee, only (i) if the Issuer advises the Indenture Trustee in writing that the Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Notes and the Issuer is unable to locate a qualified successor or (ii) in connection with the transfer by a Note Owner of an interest in a Book-Entry Note to an Institutional Investor constituting an Accredited Investor that is not a QIB. Upon the occurrence of the event described in clause (i) of the preceding sentence, the Indenture Trustee will be required to notify, in accordance with the Depositary’s procedures, all Depositary Participants (as identified in a listing of Depositary Participant accounts to which each Class and Series of Book-Entry Notes is credited) through the Depositary of the availability of such Definitive Notes. Upon surrender to the Note Registrar of any Class of Book-Entry Notes (or any portion of any Class thereof) by the Depositary, accompanied by re-registration instructions from the Depositary for registration of transfer, Definitive Notes in respect of such Class (or portion thereof) and Series shall be executed and authenticated in accordance with Section 2.01 and delivered to the Note Owners identified in such instructions. None of the Issuer, the Indenture Trustee or the Note Registrar shall be liable for any delay in the delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes for purposes of evidencing ownership of any Book-Entry Notes, the registered holders of such Definitive Notes shall be recognized as Noteholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise voting rights with respect to, and to transfer and exchange such Definitive Notes.

Section 2.04 Transfer Restrictions on Notes.

(a) No transfer of any Note or any interest therein (including, without limitation, by pledge or hypothecation) shall be made except in compliance with the restrictions on transfer set forth in this Section 2.04 (including the applicable legend to be set forth on the face of each Note as provided in the Exhibit A to this Indenture).

(b) Each Holder of any Notes, by its acceptance of its beneficial interest in such a Note, shall be deemed to have acknowledged, represented to and agreed with the Issuer as follows:

(i) It understands and acknowledges that such Notes have not been and will not be registered under the Securities Act or any state or other applicable securities Law and that such Notes, or any interest or participation therein, may not be offered, sold, pledged or otherwise transferred unless registered pursuant to, or exempt from registration under, the Securities Act and any state or other applicable securities Law.

(ii) It acknowledges that the Notes will bear a legend to the following effect unless the Issuer determines otherwise, consistent with applicable Law:

“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND WILL NOT BE LISTED ON ANY EXCHANGE. THIS NOTE SHALL NOT BE TRANSFERRED OR ASSIGNED, AND NO INTEREST IN THIS NOTE SHALL BE TRANSFERRED OR ASSIGNED, UNLESS THE NOTEHOLDER AND THE TRANSFEREE OR ASSIGNEE, AS APPLICABLE, COMPLY WITH THE TERMS AND CONDITIONS OF SECTION 2.04 OF THE INDENTURE. EXCEPT IN A TRANSFER TO HOLDINGS OR BY HOLDINGS TO AN AFFILIATE THEREOF, IN THE EVENT THAT A TRANSFER IS TO BE MADE IN RELIANCE UPON AN EXEMPTION FROM THE SECURITIES ACT AND STATE SECURITIES LAWS, IN ORDER TO ASSURE COMPLIANCE WITH THE SECURITIES ACT AND SUCH LAWS, THE NOTEHOLDER DESIRING TO EFFECT SUCH TRANSFER AND SUCH NOTEHOLDER’S PROSPECTIVE TRANSFEREE SHALL EACH CERTIFY TO THE ISSUER, THE INDENTURE TRUSTEE AND HOLDINGS IN WRITING THE FACTS SURROUNDING THE TRANSFER IN SUBSTANTIALLY THE FORMS SET FORTH IN EXHIBIT C TO THE INDENTURE (THE “TRANSFEROR CERTIFICATE”) AND EXHIBIT D TO THE INDENTURE (THE “INVESTMENT LETTER”), RESPECTIVELY. EACH NOTEHOLDER DESIRING TO EFFECT A TRANSFER SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE ISSUER, THE INDENTURE TRUSTEE AND HOLDINGS (IN ANY CAPACITY) AGAINST ANY LIABILITY THAT MAY RESULT IF THE TRANSFER IS NOT SO EXEMPT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE SECURITIES LAWS.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF…”

(iii) If it is acquiring such Note, or any interest or participation therein, as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and that it has full power to make the acknowledgments, representations and agreements contained herein on behalf of each such account.

(iv) It is purchasing such Notes for its own account, or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act, subject to any requirements of Law that the disposition of its property or the property of such investor account or accounts be at all times within its or their control and subject to its or their ability to resell such Notes, or any interest or participation therein pursuant to the provisions of this Indenture.

(v) It acknowledges that the Issuer, the Purchasers, the Indenture Trustee and others will rely on the truth and accuracy of the foregoing acknowledgments, representations and agreements, and agrees that if any of the foregoing acknowledgments, representations and agreements deemed to have been made by it are no longer accurate, it shall promptly notify the Issuer and the Purchasers.

(vi) It acknowledges that transfers of the Notes or any interest or participation therein shall be subject in all respects to the restrictions applicable thereto contained in this Indenture.

(vii) Either (1) it is not acquiring the Notes with the assets of (i) an “employee benefit plan” as defined in section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) that is subject to Title I of ERISA, (ii) a “plan” described in section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) that is subject to section 4975 of the Code, (iii) any entity or account whose underlying assets are deemed to include “plan assets” (within the meaning of the Department of Labor Regulation located at 29 C.F.R. section 2510.3-101, as modified by Section 3(42) of ERISA) or (iv) any plan, entity or account that is subject to any U.S. Federal, State, non-U.S., or local Law that is substantially similar to Title I of ERISA or section 4975 of the Code (“Similar Law”) or (2) the acquisition and holding of the Notes will not give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or a violation of Similar Law and it has furnished to the Issuer the information required by the applicable Note Purchase Agreement.

(viii) Any resale, pledge or other transfer of any of the Notes contrary to the restrictions set forth above and elsewhere in this Indenture shall be deemed void ab initio by the Issuer and the Indenture Trustee.

(c) Each Holder of a Note, by the purchase of such Note or its acceptance of a beneficial interest therein, acknowledges that interest on the Notes will be treated as United States source interest, and, as such, United States withholding tax may apply. If such withholding tax does apply, the Indenture Trustee or Paying Agent may withhold such amounts as are required pursuant to applicable Law, and such amounts shall be considered paid to such Holder for all purposes of this Agreement. Each such Holder that claims exemption from, or eligibility for a reduced rate of, withholding tax further agrees, upon request, to provide any certifications that may be required under applicable Law, regulations or procedures to evidence such status and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Notes may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if any payment made under this Indenture would be subject to United States federal withholding tax, including any withholding tax imposed by FATCA, if the recipient of such payment were to fail to comply with applicable Law (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Issuer, with a copy to the Indenture Trustee (or if the recipient fails to so deliver, the Issuer shall deliver to the Indenture Trustee any such withholding information, to the extent the Issuer shall have previously received such information), at the time or times prescribed by the Code and at such time or times reasonably requested by the Issuer or the Indenture Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Issuer or the Indenture Trustee to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations, including under FATCA, or to determine the amount to deduct and withhold from such payment.

(d) Notwithstanding anything to the contrary contained herein, each Note and this Indenture may be amended or supplemented to modify the restrictions on and procedures for resale and other transfers of the Notes to reflect any change in applicable Law or regulation (or the interpretation thereof). Each Noteholder shall, by its acceptance of such Note, have agreed to any such amendment or supplement.

(e) As of the date of this Indenture, the Notes have not been registered under the Securities Act and will not be listed on any exchange. No Note shall be transferred or assigned, and no interest in any Note shall be transferred or assigned, unless the Noteholder and the transferee or assignee, as applicable, comply with the terms and conditions of this Section 2.04. No transfer, sale, pledge or other disposition of any Note or interest therein shall be made unless that transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. A Note may be resold, pledged or transferred only (i) to PIHC or an affiliate, (ii) a Person that is (i) an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (an “Accredited Investor”) and (ii) a “qualified purchaser” as defined in the Investment Company Act (a “QP”) and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act (a “QIB”), that is acting for its own account (and not for the account of others) or as a fiduciary or agent for others (which others also are Accredited Investors that are QPs and QIBs unless the holder is a bank acting in its fiduciary capacity) or (iii) in a sale, pledge or other transfer made in a transaction otherwise exempt from the registration requirements of the Securities Act, in which case the Indenture Trustee shall require that both the prospective transferor and the prospective transferee certify to the Indenture Trustee and PIHC in writing the facts surrounding such transfer, which certification shall be in form and substance reasonably satisfactory to the Indenture Trustee and PIHC. None of the Issuer, the Indenture Trustee or the Note Registrar is obligated to register or qualify any Notes under the Securities Act or any other securities law or to take any action not otherwise provided under this Indenture to permit the transfer of any Note or interest therein without registration or qualification. Any purported transfer of a Note not in accordance with this Section shall be null and void ab initio and shall not be given effect for any purpose whatsoever. Except in a transfer to Holdings or by Holdings to an Affiliate thereof, in the event that a transfer is to be made in reliance upon an exemption from the Securities Act and state securities Laws, in order to assure compliance with the Securities Act and such Laws, the Noteholder desiring to effect such transfer and such Noteholder’s prospective transferee shall each certify to the Issuer, the Indenture Trustee and Holdings in writing the facts surrounding the transfer in substantially the forms set forth in Exhibit C (the “Transferor Certificate”) and Exhibit D (the “Investment Letter”), respectively. Each Noteholder desiring to effect such a transfer shall, by its acceptance of such Note, have agreed to indemnify the Issuer, the Indenture Trustee and Holdings (in any capacity) against any liability that may result if the transfer is not so exempt or is not made in accordance with federal and state securities Laws.

(f) Subject to the other terms and provisions hereof, including any restrictions on transfer set forth in this Section 2.04 which will apply to a participation (or transfer thereof) of an interest in a Note as if such participation (or transfer thereof) were a transfer of such Note, any Noteholder may at any time grant to any participant participations in all or part of the payments due to it, and its rights under this Indenture and its Note Purchase Agreement, in a minimum amount (or in integral multiples in excess thereof) that is not less than the minimum denominations (or integral multiples in excess thereof) set forth in the applicable Series Supplement. No participant shall be entitled to receive any amount in excess of the amount the participating Noteholder would be entitled to receive hereunder or any of the other Basic Documents. In connection with any such transfer to a participant, such Noteholder, at its sole discretion but subject to the applicable Note Purchase Agreement, shall be entitled to distribute to any participant any information furnished to such Noteholder pursuant to such Note Purchase Agreement or the Indenture so long as the participant holds a participation or similar interest in the obligation due to such Noteholder in respect of the Noteholder’s respective Note. Each Noteholder, by acceptance of a Note, acknowledges and agrees that any such participation will not alter or affect in any way whatsoever such Noteholder’s direct obligations hereunder or under its Note Purchase Agreement and that, other than as set forth in this Section 2.04(f), none of the Issuer, the Indenture Trustee, the Manager or any other Person shall have any obligation to have any communication or relationship whatsoever with any participant of such Noteholder in order to enforce the obligations of such Noteholder hereunder and under the applicable Note Purchase Agreement. Each Noteholder shall provide prior written notice to the Issuer, Holdings and the Note Registrar of the identity and interest of each participant upon any such participation. Such Noteholder shall provide the Issuer, Holdings and the Note Registrar, with respect to each participant appropriately executed copies of the forms required by this Section 2.04 and 2.13 with respect to itself and the related participant, treating the participant as though it were a Noteholder, and including any amendments and resubmissions, (A) prior to or promptly after any such participation and (B) upon the occurrence of any event which would require the amendment or resubmission of any such form previously provided hereunder. Any participation shall be subject to the Noteholder’s compliance with, and shall cause the participant to comply with, the restrictions on transfer of Notes set forth herein as though a participant were a Noteholder, and the purchaser acknowledgements set forth herein, as though such participant were a Noteholder. For the avoidance of doubt, upon such time as the Noteholder and participant provide executed copies of the forms required under this Section 2.04(f), the Indenture Trustee and Note Registrar shall recognize such participant as the Noteholder following such date of transfer solely for purposes of payments under the Notes. Other than as set forth in the immediately preceding sentence, neither the Indenture Trustee nor the Note Registrar shall have any duty to monitor, record or register any participation in a Note or any transfer of such participation, and regardless of whether the Indenture Trustee or Note Registrar has knowledge of such a participation, the Indenture Trustee and the Note Registrar shall be entitled to deal solely with the Noteholders for all purposes under this Indenture.

(g) The Note Owner desiring to effect a transfer of an interest in a Book-Entry Note (other than a transfer of an interest in a Book-Entry Note that following such purported transfer will constitute a Definitive Note, which transfer shall be subject to the forms of certification attached as Exhibit C as provided for above) shall obtain from its prospective transferee a certification that (i) such prospective transferee is not a Plan and is not directly or indirectly acquiring, holding and subsequently disposing of such Note or any interest in such Note on behalf of, as fiduciary of, as trustee of, or with assets of, a Plan or (ii) the transfer is exempt from registration requirements under the Securities Act.

(h) None of the Presidio Parties, the Manager, the Back-Up Manager, the Indenture Trustee or any agent of any of the foregoing shall have any responsibility for any actions taken or not taken by the Depositary.

(i) Neither the Indenture Trustee nor the Note Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any Note or any transfer of any interest in any Book-Entry Note, other than to require delivery of the certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance on their face to the express requirements of this Indenture. In connection with any transfer of any Note, the Indenture Trustee and the Note Registrar shall be under no duty to inquire into the validity, legality and due authorization of such transfer.

Section 2.05 Registration; Registration of Transfer and Exchange. (a) The Issuer shall cause a note registrar (the “Note Registrar”) to keep a register (the “Note Register”) in which the Note Registrar shall provide for the registration of Notes and the registration of transfers of Notes. All Notes shall be maintained in “registered form” under Treasury Regulation Section 5f.103-1(c), proposed Treasury Regulation Section 1.163-5 and any applicable temporary, final or other successor regulations. The name and address of each Holder of the Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be recorded in such Note Register, together with the principal amount (and stated interest) of the Notes owing to the Holder of the Notes. Prior to due presentment for registration of transfer, the person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Note Registrar shall not be affected by any notice or knowledge to the contrary. No transfer shall be effective unless recorded in the Note Register. The Indenture Trustee initially shall be the Note Registrar for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.

(b) If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the Noteholders prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Holders of the Notes and the principal amounts and number of such Notes; provided that, upon the reasonable request of any Noteholder, the Note Registrar and the Indenture Trustee shall provide a copy of such certificate to such Noteholder.

(c) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 4.02, the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes in any authorized denominations, of a like aggregate principal amount.

(d) At the option of the Holder, Notes may be exchanged for other Notes in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange the Issuer shall execute, and the Indenture Trustee shall authenticate and the Noteholder shall obtain from the Indenture Trustee, the Notes which the Noteholder making the exchange is entitled to receive.

(e) All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

(f) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements may include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act.

(g) No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer or the Note Registrar may require payment by such Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.05 not involving any transfer.

(h) The preceding provisions of this Section 2.05 notwithstanding, the Issuer shall not be required to make and the Note Registrar need not register transfers or exchanges of Notes selected for redemption or of any Note for a period of fifteen (15) days preceding the due date for any payment with respect to the Note.

(i) Any purported transfer of a Note not in accordance with this Section 2.05 shall be null and void and shall not be given effect for any purpose whatsoever.

(j) Notwithstanding anything herein to the contrary, the Indenture Trustee shall not be responsible for ascertaining whether any transfer complies with, or for otherwise monitoring or determining compliance with, the requirements or terms of the Securities Act, applicable state securities laws, ERISA, the Code or any other applicable Law.

Section 2.06 Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee or Note Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith.

(b) Upon the issuance of any replacement Note under this Section 2.06, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith in excess of $10,000 in the aggregate per Noteholder.

(c) Every replacement Note issued pursuant to this Section 2.06 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(d) The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.07 Persons Deemed Owner; Certification by Note Owners.

(a) Prior to due presentment for registration of transfer of any Note, the Issuer, Finance NomCo, the Indenture Trustee and any agent of the Issuer, Finance NomCo or the Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments of principal of and interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, Finance NomCo, the Indenture Trustee or any agent of the Issuer, Finance NomCo or the Indenture Trustee shall be affected by notice or knowledge to the contrary.

(b) Each Note Owner is hereby deemed, by virtue of its acquisition of an Ownership Interest in the Book-Entry Notes, to agree to comply with the transfer requirements set forth in Section 2.05. To the extent that under the terms of this Indenture, it is necessary to determine whether any Person is a Note Owner, the Indenture Trustee may conclusively rely on a certificate of such Person, in such form as shall be reasonably acceptable to the Indenture Trustee, that specifies the Class, Series and aggregate principal balance of the Book-Entry Note beneficially owned by such Person.

Section 2.08 Notes Issuable in Series. The Notes of the Issuer will be issued in one or more Series subject to the satisfaction of the conditions in the related Series Supplement and, with respect to Additional Notes, subject to satisfaction of the applicable conditions set forth in Section 2.15. Prior to the issuance of Notes of any Series, its Series Supplement shall establish:

(a) the title of the Notes of such Series (which shall distinguish the Notes of such Series from Notes of other Series);

(b) any limit upon the aggregate principal balance of the Notes of such Series that may be authenticated and delivered under this Indenture (except for Notes authenticated and delivered upon registration of transfer of, in exchange for, or in lieu of, other Notes of such Series pursuant to Section 2.04);

(c) the Interest Rate for such Series, or the method by which such rate shall be determined, the date or dates from which such interest shall accrue, the Payment Dates on which such interest shall be payable and the record date or dates for the determination of Holders to whom interest is payable (in each case to the extent such items are not specified herein or if specified herein, to the extent such items are modified by such Series Supplement);

(d) the Scheduled Principal Distribution Amount and Excess Amortization Amount (in each case, if any) for such Series;

(e) the Legal Final Maturity of such Series;

(f) whether the Notes of such Series are Book-Entry Notes or Definitive Notes;

(g) the Release Price for such Series; and

(h) any other terms of such Series (which terms shall not be inconsistent with the provisions of this Indenture except to the extent that such Series Supplement also constitutes an amendment of this Indenture pursuant to Article X).

The Notes of a Series may have more than one settlement or issue date. The Notes of each Series will be assigned to one or more Classes and, with respect to Additional Notes, shall satisfy the requirements of Section 2.15 as of the date of issuance. Notes of any Series bearing the same alphabetical designation but a different numerical designation shall be paid in the relative payment priority specified in the related Series Supplement, but the relative payment priority of such Notes collectively with other Notes bearing the same alphabetical designation in a different Series shall be determined in accordance with the Applicable Payment Priority.

Section 2.09 Payment of Principal and Interest; Defaulted Interest.

(a) On each Payment Date, Note Interest then due on such Payment Date for each Note of each Class shall be paid in accordance with the Priority of Payments or the Special Priority of Payments, as applicable. The Note Interest for each Payment Date shall accrue during each Interest Accrual Period at the applicable Interest Rate with respect to each Series and Class of Notes on the Outstanding Principal Balance of such Notes immediately prior to the related Payment Date.

(b) With respect to any Class of Notes other than the Class A Notes, any payment of Note Interest which is not available to be paid in accordance with the Priority of Payments or the Special Priority of Payments, as applicable, on any Payment Date shall not be considered “due and payable” for purposes of this Indenture, and, notwithstanding anything to the contrary herein or in any other Basic Document, the failure to pay such Note Interest shall not be an Event of Default. Any such unpaid Note Interest on any such Class of Notes shall be added to the Outstanding Principal Balance of such Notes and shall be payable on the first Payment Date on which funds are available to be used for such purpose in accordance with the Priority of Payments or the Special Priority of Payments, as applicable. To the extent that funds are not available on any Payment Date to pay previously accrued Note Interest that was deferred on any Class of Notes (other than the Class A Notes), such previously accrued Note Interest shall not be considered “due and payable” on such Payment Date, and the failure to pay such previously accrued Note Interest on such Payment Date shall not be an Event of Default.

(c) Any installment of interest or principal payable on a Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date by wire transfer in immediately available funds to the account designated by such person or nominee, except for the final installment of principal payable with respect to such Note on a Payment Date or on the applicable Final Scheduled Payment Date (and except for the Optional Redemption Price for any Note called for redemption pursuant to Section 11.01) which shall be payable as provided in part (e) of this Section 2.09.

(d) On each Payment Date, any applicable Principal Distribution Amount, any Excess Amortization Amount or, following the occurrence and during the continuance of a Senior Diversion Event, any Senior Excess Amortization Amount will in each case be payable to the Holders of each Class and Series of Notes entitled thereto, in each case, to the extent of Available Funds for such Payment Date and in accordance with the Priority of Payments or the Special Priority of Payments, as applicable.

(e) Prior to the occurrence of an Event of Default and a declaration in accordance with Section 5.02 that the Notes have become immediately due and payable, the Outstanding Principal Balance of the Notes of a Series shall be due and payable in full on the applicable Final Scheduled Payment Date. The Indenture Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall be mailed or transmitted by first class mail, postage prepaid, or mailed or transmitted by email prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of such Note and shall specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 11.02.

(f) If the Issuer defaults in a payment of interest on the Notes (subject to Section 2.09(b)), the Issuer shall pay defaulted interest (plus interest on such defaulted interest to the extent lawful) at the applicable Interest Rate plus an additional rate of 2.00% per annum default rate to such Interest Rate, in any lawful manner. Notwithstanding anything to the contrary herein, the Issuer may pay such defaulted interest to the persons who are Noteholders on a subsequent special record date, which date shall be at least five (5) Business Days prior to a Payment Date. The Issuer shall fix or cause to be fixed any such special record date and the related Payment Date, and, at least fifteen (15) days before any such special record date, the Issuer shall mail to each Noteholder a notice that states the special record date, the related Payment Date and the amount of defaulted interest to be paid.

Section 2.10 Cancellation. All Notes surrendered for payment, registration of transfer, exchange or redemption shall be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.10, except as expressly permitted by this Indenture. All cancelled Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Indenture Trustee. The Indenture Trustee shall provide notice to each Rating Agency of all cancelled Notes.

Section 2.11 Release of Collateral.

(a) Subject to Section 12.01 and the terms of the Basic Documents, the Indenture Trustee shall release the Assets and other Collateral from the lien of this Indenture only in accordance with Section 9.01 and upon receipt of an Issuer Order accompanied by an Officer’s Certificate of the Issuer, and in the case of a release other than a Permitted Disposition, an Opinion of Counsel, in each case, stating that the conditions to such release have been satisfied or will be satisfied substantially concurrently with the release of such Collateral being disposed of, including payment occurring subject to such release, such Assets shall automatically be released from the lien of this Indenture, without any further action of any party hereto, provided that, in the event the Issuer requests a release of all or substantially all of the Collateral other than in connection with Security Termination, each Hedge Counterparty and each Noteholder must receive ten (10) Business Days’ advance written notice of such release and the Issuer must obtain prior written consent to such release from each Hedge Counterparty and each Holder of Class A Notes prior to effecting such release.

(b) Upon the occurrence of a Security Termination (or any substantially concurrent transaction entered into to effect a Security Termination), the Indenture Trustee shall release the Assets and other Collateral from lien of this Indenture and the other Basic Documents.

(c) In connection with the release of any Assets or other Collateral described above, Indenture Trustee shall, pursuant to an Issuer Order, execute instruments to release such Assets or Collateral from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are consistent with the provisions of this Indenture.

Section 2.12 Reserved.

Section 2.13 Tax Treatment. (a) The Issuer has entered into this Indenture, and the Notes will be issued, with the intention that, for all purposes including federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness secured by the Collateral. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note, agree to treat the Notes (other than Notes held by any entity whose separate existence from the Issuer is disregarded for federal income tax purposes, but only so long as such Notes are held by such entity) for all purposes including federal, state and local income, single business and franchise tax purposes as indebtedness.

(b) Each Noteholder, by its acceptance of a Note agrees to provide to the Person from whom it receives payments on the Notes (including the Paying Agent) the Noteholder Tax Identification Information and, upon request, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information.

(c) Each Noteholder, by its acceptance of a Note, agrees that the Indenture Trustee has the right to withhold any amounts (properly withholdable under Law and without any corresponding gross-up) payable to a Noteholder or holder of an interest in a Note that fails to comply with the requirements of Section 2.13(b).

Section 2.14 CUSIP and Private Placement Numbers. The Issuer shall obtain “Private Placement Numbers” or “CUSIP” numbers issued by the CUSIP Service Bureau with respect to each Class and Series of Notes. The Indenture Trustee shall use “Private Placement Numbers” issued by the CUSIP Service Bureau in notices of redemption as a convenience to Noteholders; provided that any such notice may state that no representation is made as to the correctness of such “Private Placement Numbers” either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Indenture Trustee and, to the extent any Private Placement Number with respect to the Notes is changed, each Noteholder, in writing of any change in such Private Placement Numbers.

Section 2.15 Additional Notes. The Issuer may, at any time and from time to time, after the Second A&R Date issue additional Notes of a new Series (“Additional Notes”) in the manner set forth in Section 2.08 and the related Series Supplement, in one or more Classes that may rank senior to, pari passu with, or subordinate to, any Series of Notes that will remain Outstanding after the issuance of such Additional Notes; provided, that (x) if any Notes (other than such Additional Notes) will remain Outstanding after the issuance of such Additional Notes (such existing Notes, the “Continuing Notes”), then the following conditions shall have been satisfied with respect to such issuance, or (y) if no Continuing Notes will remain outstanding after giving effect to such issuance, but any Hedge Counterparties will have outstanding Hedge Agreements, then the conditions set forth in clause (b)(ii), clauses (c) through (i), and clause (k) shall have been satisfied with respect to such issuance:

(a) each applicable Rating Agency rating any Series of then-Outstanding Notes shall have confirmed that immediately after the issuance of such Additional Notes, its rating of Continuing Notes will be no lower than its initial rating as of the applicable Closing Date of such Continuing Notes;

(b) (i) if such Additional Notes are rated by any Rating Agency then rating any Continuing Notes of the same Class, the rating of the Additional Notes shall be no lower than the then-current rating (or its equivalent) assigned by each Rating Agency to the Continuing Notes (if any) of the same Class and (ii) solely to the extent that such rating of such Additional Notes is lower than or equal to “BB+” (with respect to ratings provided by S&P or Fitch), “Ba1” (with respect to a rating provided by Moody’s) or, with respect to any other Rating Agency, an equivalent rating, after giving effect to the issuance thereof, the sum of the Outstanding Principal Balance of the Additional Notes plus any Continuing Notes with an equal or lower rating to such Additional Notes is less than or equal to twenty percent (20%) of the aggregate Outstanding Principal Balance (determined inclusive of all Additional Notes and Continuing Notes);

(d) such issuance shall not, in the reasonable opinion of the Manager, be reasonably expected to have a Material Adverse Effect;

(e) immediately after giving pro forma effect to the issuance of such Additional Notes and any concurrent acquisition of Additional Assets, the following conditions are satisfied: (i) the Pro Forma Senior DSCR is greater than 1.35x after giving pro forma effect to the issuance of such Additional Notes and any concurrent acquisition of Additional Assets, (ii) the Senior LTV (pro forma, including the issuance of such Additional Notes and any concurrent acquisition of Additional Assets) will not be greater than 65%, (iii) the Pro Forma Aggregate DSCR is greater than 1.15x after giving pro forma effect to the issuance of such Additional Notes and any concurrent acquisition of Additional Assets and (iv) the Aggregate LTV (pro forma, including the issuance of such Additional Notes and any concurrent acquisition of Additional Assets) will not be greater than 80%;

(f) such Additional Notes shall not have a Final Scheduled Payment Date or Legal Final Maturity earlier than the Final Scheduled Payment Date or Legal Final Maturity, respectively, of any then Outstanding Series of Notes;

(g) the Management Condition and the Tangible Net Worth Test shall be satisfied;

(h) no breakage or termination amounts (including Over Hedge Payments) are then owed in connection with any Hedge Agreement;

(i) the Indenture Trustee shall receive certificates and legal opinions substantially of the same scope as those delivered in connection with the issuance of the Initial Notes, including, for the avoidance of doubt, opinions to the effect that the issuance of such Additional Notes will not (i) cause the Issuer to be treated as an association that is taxable as a corporation, a publicly traded partnership that is taxable as a corporation, or a taxable mortgage pool that is taxable as a corporation, in each case for U.S. federal income tax purposes, (ii) cause any of the Continuing Notes of any Outstanding Series (other than those that are, at any time, held by any Section 385 Related Party) that were characterized as indebtedness for U.S. federal income tax purposes, as of the applicable Closing Date, to be characterized as other than indebtedness for U.S. federal income tax purposes and (iii) will not cause any Continuing Notes of any Outstanding Series to undergo a “significant modification” within the meaning of Treasury Regulations Section 1.1001-3, as well as certifications that the representations and warranties of the Presidio Parties under the Basic Documents are true and correct in all material respects as of the date of such issuance;

(j) any other conditions relating to the issuance of Additional Notes set forth in any Series Supplement for any Outstanding Series of Notes are satisfied;

(k) the Indenture Trustee shall have received an Officer’s Certificate of the Issuer stating that (1) all conditions precedent to the issuance of the Additional Notes under the Indenture have been satisfied and (2) the representations and warranties of the Presidio Parties under the Basic Documents are true and correct in all material respects as of the date of such issuance; and

(l) If the Issuer and Indenture Trustee do not receive an Opinion of Counsel to the effect that any Additional Notes will be characterized as indebtedness for U.S. federal income tax purposes, then such Additional Notes will be issued only as Definitive Notes and only United States persons as defined in Section 7701(a)(30) of the Code will be permitted to beneficially own such Additional Notes.

The Issuer shall cause each Class of Notes offered pursuant to an exemption under Section 4(a)(2) of the Securities Act or Rule 144A under the Securities Act to at all times be rated (but with no particular rating required) by at least one Rating Agency.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each of the Issuer and Finance NomCo jointly and severally represent and warrant to the Indenture Trustee as of the Second A&R Date and as of the date of issuance of any Additional Notes as follows:

Section 3.01 Organization and Good Standing. The Issuer is duly formed, validly existing, and in good standing under the Laws of the State of Delaware. Finance NomCo is duly formed, validly existing, and in good standing under the Laws of the State of Texas. Each of the Issuer and Finance NomCo (a) is duly qualified to do business in each State in which it operates, and (b) has full limited liability company or corporate power and authority under its Organizational Documents to conduct its business as it is now being conducted, and to own or use the properties and assets that it purports to own or use.

Section 3.02 Authority; No Conflict.

(a) The execution, delivery, and performance of this Indenture and the Basic Documents to which the Issuer or Finance NomCo is party and the performance of the Contemplated Transactions by the Issuer and Finance NomCo, in each case, have been duly and validly authorized in accordance with the Organizational Documents of the Issuer or Finance NomCo, as applicable. This Indenture has been duly executed and delivered by the Issuer and Finance NomCo and all instruments executed and delivered by the Issuer and Finance NomCo at or in connection with the Closing have been duly executed and delivered by the Issuer or Finance NomCo, as applicable. This Indenture constitutes the legal, valid, and binding obligation of each of the Issuer and Finance NomCo, enforceable against each of the Issuer and Finance NomCo in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the rights and remedies of creditors generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at Law).

(b) Neither the execution and delivery of this Indenture or the other Basic Documents by the Issuer or Finance NomCo, as the case may be, nor the consummation or performance of any of the Contemplated Transactions or Basic Documents by the Issuer or Finance NomCo, as the case may be, shall, directly or indirectly (with or without notice or lapse of time or both):

(i) contravene, conflict with, or result in a violation of (A) any provision of the Organizational Documents of the Issuer or Finance NomCo, as applicable or (B) any resolution adopted by the board of directors, board of managers, stockholders, members, or partners of the Issuer or Finance NomCo, as applicable;

(ii) contravene, conflict with, or result in a violation of, or give any Governmental Body or other Person the right to notification of or to challenge the Initial Closing, the Contemplated Transactions or the Basic Documents, to terminate, accelerate, or modify any terms of, or to exercise any remedy or obtain any relief under, any Contract or agreement or any Law or Order to which the Issuer, Finance NomCo or any of the Assets, may be subject, except to the extent that such contravention, conflict, violation or right would not reasonably be expected to result in a Material Adverse Effect;

(iii) contravene, conflict with, or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental Authorization that relates to the Assets, except to the extent that such contravention, conflict, violation or right would not reasonably be expected to result in a Material Adverse Effect; or

(iv) result in the imposition or creation of any Encumbrance or give rise to any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under any material note, bond, mortgage or indenture with respect to any of the Assets (A) other than any Encumbrance or Lien arising in favor of the Indenture Trustee pursuant to the Basic Documents and (B) excluding any consents, approvals, notices and filings, the absence of which, and conflicts, violations, defaults, rights of notification, acceleration, modification, cancellation or termination, and Encumbrances, the existence of which would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Section 3.03 Legal Proceedings; Orders. There are no pending Proceedings against PIH, the Issuer, Finance NomCo or any of their respective Affiliates (a) that relates to or may affect any Asset that would be reasonably expected to result in a Material Adverse Effect; or (b) that would be reasonably expected to have the effect of preventing, delaying, or making illegal any of the Contemplated Transactions or Basic Documents. (x) To the Issuer’s Knowledge, no Proceeding of the type referenced above in this Section 3.03 has been Threatened, (y) there is no Order adversely affecting the use or ownership of the Assets to which the Issuer, Finance NomCo or any Asset, is subject, and (z) there is no Order or Proceeding restraining, enjoining, or otherwise prohibiting or making illegal the consummation of the Contemplated Transactions or Basic Documents or which would reasonably be expected to result in a material diminution of the benefits contemplated by this Indenture, the Contemplated Transactions or the Basic Documents.

Section 3.04 Compliance with Laws and Governmental Authorizations. Each of the Issuer and Finance NomCo represents and warrants each representation set forth in Section 3.8 of the Merger Agreement; provided, that, (i) each reference to “Presidio WAB” therein shall be replaced with “the Issuer” and (ii) each reference to “Presidio NomCo” therein shall be replaced with “Finance NomCo”, in each case, for purposes of the representations made by the Issuer and Finance NomCo made under this Section 3.04.

Section 3.05 Leases. Each of the Issuer and Finance NomCo represents and warrants each representation set forth in Section 3.17 of the Merger Agreement; provided, that, (i) each reference to “Presidio WAB” therein shall be replaced with “the Issuer” and (ii) each reference to “Presidio NomCo” therein shall be replaced with “Finance NomCo”, in each case, for purposes of the representations made by the Issuer and Finance NomCo made under this Section 3.05.

Section 3.06 Material Liabilities. Neither the Issuer nor Finance NomCo have any material liabilities other than Permitted Indebtedness.

Section 3.07 Employee Benefit Plans. None of the Issuer, Finance NomCo, and to the extent it would reasonably be expected to have a Material Adverse Effect, any ERISA Affiliate maintains or has ever maintained any ERISA Plans (including any Non-U.S. Plan) or has ever had any obligations to make any contribution to a Multiemployer Plan.

Section 3.08 Use of Proceeds; Margin Regulations. The Issuer will apply the proceeds of the sale of the Initial Notes hereunder (a) to redeem all of the Notes issued prior to the Initial Closing, (b) to fund the Liquidity Reserve Account, (c) to pay transaction fees and expenses related to the issuance of the Initial Notes, and (d) for other general limited liability company purposes. After the Second A&R Date, subject to the conditions set forth in this Indenture, the Issuer may also apply the proceeds of the sale of any Additional Notes hereunder to fund the redemption of any Notes then Outstanding and for any other permissible purposes. No part of the proceeds from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Issuer in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said Board (12 CFR 220).

Section 3.09 Existing Indebtedness; Future Liens.

(a) Neither the Issuer nor Finance NomCo has outstanding Indebtedness other than Permitted Indebtedness. There are no outstanding Liens on any property of the Issuer or Finance NomCo other than Permitted Liens.

(b) Except for Permitted Liens, none of the Issuer and Finance NomCo has agreed or consented to cause or permit (or has entered into an agreement or consent that will cause or permit, upon the happening of a contingency or otherwise) any of its property, whether now owned or hereafter acquired, to be subject to a Lien that secures Indebtedness.

(c) Other than the Basic Documents, neither the Issuer nor Finance NomCo is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Issuer or Finance NomCo, as the case may be, any agreement relating thereto or any other agreement (including its charter or any other Organizational Document) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Issuer or Finance NomCo, as the case may be.

Section 3.10 Foreign Assets Control Regulations, Etc.

(a) None of PIH, any subsidiary or Affiliate of PIH, or any of their respective directors, officers, employees, or, to their Knowledge, agents or representatives acting on behalf of any of them (i) is a Blocked Person, or (ii) engaged in any activity in violation of any applicable Economic Sanctions Laws or Trade Control Laws.

(b) None of PIH or any subsidiary or Affiliate of PIH (A) is in violation of or has violated, been found in violation of, or been charged or convicted under, any Economic Sanctions Laws since April 24, 2019, or Trade Control Laws in the last five years, (B) is the subject of any pending, or, to the Knowledge of any of such parties, threatened actions, suits, proceedings, inquiries or investigations by any Governmental Authority with respect to any Economic Sanctions Laws or Trade Control Laws, (C) has been assessed civil or criminal penalties under any Economic Sanctions Laws or Trade Control Laws, or (D) has had any of its funds seized or forfeited in an action under any Economic Sanctions Laws or Trade Control Laws.

(c) No part of the proceeds from the sale of the Notes hereunder will be used by PIH or any subsidiary or Affiliate of PIH, directly or indirectly, (A) in connection with any investment in, or any transactions or dealings with, any Blocked Person or in any Sanctioned Jurisdiction in violation of any Economic Sanctions Laws, (B) for any purpose that would cause any Purchaser to be in violation of any Economic Sanctions Laws, or (C) in violation of, or for any purpose that would cause any Purchaser to be in violation of, any applicable Trade Control Laws, including in furtherance of any improper offers, payments, promises to pay, or authorization of the payment of money or anything else of value to any Person, including any Governmental Official or commercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case, in violation of, or that would cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d) The Issuer and its Affiliates have implemented and maintain procedures and controls reasonably designed to ensure that the Issuer and its Affiliates are and will continue to be in compliance with all applicable current and future Trade Control Laws and Economic Sanctions Laws.

Section 3.11 Status under Certain Statutes. Neither Issuer nor Finance NomCo is subject to regulation under the Investment Company Act, the Public Utility Holding Company Act of 2005, the ICC Termination Act of 1995, or the Federal Power Act.

Section 3.12 Single Purpose Entity.

(a) Each of the Issuer and Finance NomCo (i) has been formed and organized solely for the purpose of entering into the Basic Documents to which it is a party, and performing its obligations thereunder (including entering into certain agreements in connection therewith), (ii) has not engaged in any business unrelated to clause (i) above, and (iii) does not have any other assets other than those related to its activities in accordance with clause (i) above.

(b) (i) Other than Permitted Indebtedness and those arising under the Basic Documents as in effect on and after the Second A&R Date (including, for the avoidance of doubt, the Hedge Agreement(s) and Hedging Transactions required by Section 4.28(a) or otherwise entered into in connection with the issuance of the Initial Notes), the Issuer has no debts, obligations, or liabilities, matured or unmatured, liquidated or contingent, and (ii) no Related Entity has notice or knowledge of any facts or circumstances that, with or without the passage of time, could give rise to any debt, obligation, or liability of the Issuer (other than Permitted Indebtedness).

Section 3.13 Solvency. The Issuer and Finance NomCo, taken together, are solvent, have capital not unreasonably small in relation to their business or any contemplated or undertaken transaction and have assets having a value both at fair valuation and at present fair saleable value greater than the amount required to pay their debts as they become due and greater than the amount that will be required to pay their probable liability on their existing debts as they become absolute and matured. The Issuer and Finance NomCo, taken as a whole, do not intend to incur, or believe that they will incur, debts beyond their ability to pay such debts as they become due. The Issuer and Finance NomCo, taken as a whole, do not believe that they will be rendered insolvent by the execution and delivery of, and performance of their obligations under, this Indenture, the Notes and the other Basic Documents to which the Issuer or Finance NomCo is a party. Neither the Issuer nor Finance NomCo intends to hinder, delay or defraud its creditors by or through the execution and delivery of, or performance of its obligations under, this Indenture, the Notes or the other Basic Documents to which it is a party.

Section 3.14 Security Interest. The Indenture, together with the Mortgages, creates in favor of the Indenture Trustee, as security for the Secured Obligations and for the performance of the provisions of this Indenture, a security interest in or mortgage or deed of trust on all of the right, title, and interest, whether now owned or hereafter acquired, of the Issuer and Finance NomCo in, to, and under the Collateral. Upon the filing and recordation of the applicable UCC-1 financing statements and the Mortgages and the execution and delivery of the Deposit Account Control Agreements, all action has been taken as is necessary to perfect such security interest or mortgage or deed of trust, and such security interest, mortgage or deed of trust is of first priority (other than Permitted Liens to the extent any such Permitted Liens would have priority over the Liens in favor of the Indenture Trustee pursuant to any applicable Law).

ARTICLE IV

COVENANTS

Section 4.01 Payment of Principal and Interest. The Issuer will duly and punctually pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes, this Indenture and any applicable Series Supplement. Without limiting the foregoing, (i) Escrow Interest shall be paid by the Issuer to the Indenture Trustee on the first Payment Date after amounts are released from escrow for the benefit of each Noteholder entitled thereto under the applicable Escrow Agreement and the Issuer shall cause the Paying Agent on behalf of the Indenture Trustee to distribute such Escrow Interest to each such Noteholder pursuant to the terms of this Indenture and in accordance with the amounts due and owing to such Noteholder under the applicable Escrow Agreement and (ii) subject to and in accordance with Section 8.06, the Manager, acting on behalf of the Issuer, will cause the Paying Agent on behalf of the Indenture Trustee to distribute all applicable amounts on deposit in the Collection Account and allocated for distribution to the Noteholders on a Payment Date pursuant to Article VIII hereof for the benefit of the Notes, to the Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. Interest on the Notes will be calculated on the basis of the applicable Day Count Convention.

Section 4.02 Maintenance of Office or Agency. The Issuer will maintain in the United States an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. Such office or agency will initially be at Corporate Trust Office of the Indenture Trustee, and the Issuer hereby initially appoints the Indenture Trustee to serve as its agent for the foregoing purposes. The Indenture Trustee will give prompt written notice to the Issuer, the Back-Up Manager and each Rating Agency of any change in the location of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands; provided, that the Indenture Trustee shall not be deemed an agent of the Issuer for service of process.

Section 4.03 Money for Payments to Be Held on behalf of the Secured Parties. All payments of amounts due and payable with respect to any Notes and Hedge Agreements that are to be made from amounts withdrawn from the Collection Account pursuant to Section 8.06(a) and Section 8.06(c) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account for payments of Notes and Hedge Agreements shall be paid over to the Issuer except as provided in Section 8.06.

Section 4.04 Compliance with Law. Each of the Issuer and Finance NomCo will comply with all Laws and regulations to which it is subject (including ERISA, Environmental Laws, and the USA PATRIOT Act) and will obtain and maintain in effect all licenses, certificates, permits, franchises and other governmental authorizations necessary to the ownership of its properties or to the conduct of its businesses, except, in each case, where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 4.05 Insurance. From and after the Second A&R Date, the Issuer and Finance NomCo will maintain (or cause to be maintained), with financially sound and reputable insurers, insurance with respect to its properties and businesses against such casualties and contingencies, of such types, on such terms and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated, and, the Issuer and Finance NomCo shall have caused the Indenture Trustee to be named as a loss payee and an additional insured. For the avoidance of doubt, any proceeds received by the Issuer or Finance NomCo or the Manager for the benefit of the Issuer or Finance NomCo with respect to any claim arising under such insurance policy shall be deemed to be Collections with respect to the Collection Period in which such proceeds are received and promptly deposited into the Collection Account.

Section 4.06 No Change in Fiscal Year. Without the consent of the Majority Noteholders, neither the Issuer nor Finance NomCo may permit its fiscal year to end on a day other than December 31, change its method of determining fiscal quarters or make, or permit any change in accounting policies or reporting practices except as required by GAAP or change its federal employer identification number, in each case, except for any such changes which are not materially adverse to the Holders or the Hedge Counterparties.

Section 4.07 Payment of Taxes and Claims. Each of the Issuer and Finance NomCo will file all U.S. federal and state and any other material Tax returns required to be filed in any jurisdiction and shall pay and discharge all Taxes shown to be due and payable on such returns and all other Taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Issuer; provided that Issuer and Finance NomCo need not pay any such Tax, assessment, charge, levy or claim if the amount, applicability or validity thereof is contested in good faith by the Issuer.

Section 4.08 Existence. Subject to Section 4.16, each of the Issuer and Finance NomCo will at all times preserve and keep (a) its limited liability company or corporate existence, as applicable, in full force and effect and (b) all foreign qualifications of the Issuer or Finance NomCo, as the case may be, and all rights and franchises of the Issuer or Finance NomCo, as the case may be unless, in the case of clause (b), to the best of its knowledge after reasonable investigation, the Issuer or Finance NomCo, as applicable, has determined that the termination of or failure to preserve and keep in full force and effect such right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 4.09 Books and Records. The Issuer and Finance NomCo will maintain or cause to be maintained in all material respects proper books of record and account in conformity with GAAP (to the extent required by any Governmental Body having legal or regulatory jurisdiction over the Issuer or to the extent required in its preparation of quarterly or audited financial statements) and all applicable requirements of any Governmental Body having legal or regulatory jurisdiction over the Issuer. Each of the Issuer and Finance NomCo will keep or cause to be kept books, records and accounts that, in reasonable detail, accurately reflect all transactions and dispositions of assets. The Issuer or one of its Affiliates has devised a system of internal accounting controls sufficient to provide reasonable assurances that the Issuer’s and Finance NomCo’s books, records, and accounts accurately reflect in all material respects all transactions and dispositions of assets, and such a system shall be maintained.

Section 4.10 Performance of Material Agreements. From and after the Second A&R Date, each of the Issuer and Finance NomCo will at all times (a) observe and perform all obligations, covenants and agreements to be performed by it under, and comply with all conditions under each Basic Document, (b) observe and perform all material obligations, covenants and agreements to be performed by it under, and comply with all conditions under, each other material agreement including each Lease to which it is or becomes a party in accordance with the terms thereof and (c) subject to the terms of this Indenture, diligently exercise, enforce, defend and protect its rights under, and take any action required to collect any and all sums due to it under, each material agreement (including each Lease to which it is or becomes a party). Neither the Issuer nor Finance NomCo shall take any action or permit any action to be taken by others which would release any Person from any of such Person’s covenants or obligations under the Basic Documents or under any instrument or agreement included as part of the Collateral or that would result in the amendment, hypothecation, subordination, assignment, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except (x) as ordered by a bankruptcy or other court or (y) as provided in this Indenture, the other Basic Documents or such other instrument or agreement. Each of the Issuer and Finance NomCo may contract with other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee by the Issuer shall be deemed to be action taken by the Issuer or Finance NomCo, as the case may be. Initially, the Issuer has contracted with the Manager to assist the Issuer in performing its duties under this Indenture.

Section 4.11 Maintenance of Lien. From and after the Second A&R Date and until Security Termination, each of the Issuer and Finance NomCo will, at the expense of the Issuer, timely take or cause to be taken all action required to maintain and preserve the perfection and first priority of the Lien on the Collateral granted under this Indenture and the Mortgages (subject to Permitted Liens).

Section 4.12 Further Assurances. From time to time each of the Issuer and Finance NomCo will perform or cause to be performed any other act as required by Law and will execute or cause to be executed any and all further instruments that may be required by Law or reasonably necessary, as reasonably requested by the Indenture Trustee, in order to create, perfect and protect the Lien of the Indenture Trustee on or in the Collateral. Each of the Issuer and Finance NomCo will promptly do, execute, acknowledge and deliver, or cause to be promptly done, executed, acknowledged and delivered, all such further acts, deeds, conveyances, mortgages, assignments, transfers and assurances as the Indenture Trustee or the Majority Noteholders may reasonably require for the creation, perfection and priority of the Liens being herein provided for (subject to Permitted Liens). Each of the Issuer and Finance NomCo will pay or cause to be paid all filing, registration and recording Taxes and fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution and acknowledgment of this Indenture, and of any instrument of further assurance, and all federal or state stamp Taxes and other Taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of this Indenture, the other Basic Documents and such instruments of further assurance. The Issuer hereby authorizes, but does not obligate, the Indenture Trustee to file one or more financing or continuation statements, and amendments thereto, relative to all or any part of the Collateral without the signature of the Issuer or Finance NomCo. The Issuer acknowledges and agrees, on behalf of itself and Finance NomCo, that any such financing statement may describe the Collateral as “all assets”, “all personal property” or “all assets and all personal property of Debtor, whether now owned or existing or hereafter acquired or arising, wherever located, together with all products and proceeds thereof, substitutions and replacements therefor, and additions and accessions thereto” of the applicable Person or words of similar effect as may be required by the Indenture Trustee.

Section 4.13 Use of Proceeds. The Issuer shall apply the proceeds of the sale of the Notes solely as provided in Section 3.08.

Section 4.14 Separateness. Each of the Issuer and Finance NomCo hereby represents, warrants and covenants that since its formation and at all times thereafter:

(a) Each of the Issuer and Finance NomCo will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due and payable, except for expenses paid on its behalf pursuant to contractual arrangements providing for operating, maintenance or administrative services and except for expenses paid by Parent, Issuer or Finance NomCo for each other.

(b) Each of the Issuer and Finance NomCo will observe all limited liability company, corporate or organizational formalities, maintain books, records, financial statements and bank accounts separate from those of its Affiliates (other than, with respect to bank accounts only, as among the Issuer, Parent and Finance NomCo), except as permitted by this Indenture and the other Basic Documents. Each of the Issuer’s and Finance NomCo’s assets will not be listed as assets on the financial statement of any other entity except as required by GAAP; provided, however, that appropriate notation shall be made on any consolidated statements to indicate the separateness of each of the Issuer and its Subsidiaries from any Affiliates and to indicate that each of the Issuer’s and its Subsidiaries’ assets and credit are not available to satisfy the debt and other obligations of such Affiliate or any other Person except as otherwise contemplated by the Basic Documents.

(c) Each of the Issuer and Finance NomCo will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate). Each of the Issuer and Finance NomCo will conduct and operate its business in its own name.

(d) Other than as contemplated in the Management Services Agreement and the Master Joint Operating Agreement and other than as among the Issuer, the Parent and Finance NomCo, each of the Issuer and Finance NomCo will hold all of its assets in its own name and will not commingle its funds and other assets with those of any Affiliate.

(e) The Issuer will not conduct the business of or act on behalf of any other Person (except with respect to Finance NomCo or as required by the Basic Documents). Finance NomCo will not conduct the business of or act on behalf of any other Person (except with respect to the Issuer or as required by the Basic Documents).

(f) The Issuer (i) will at all times have at least one (1) duly elected Independent manager or member and (ii) so long as the Notes and Hedge Agreements remain outstanding, shall not remove or replace any Independent manager or member without cause and only after providing the Indenture Trustee, each Noteholder and each Hedge Counterparty with no less than three (3) days’ prior written notice of (A) any proposed removal of such Independent manager or member, and (B) the identity of the proposed replacement, together with a certification that such replacement satisfies the requirements for an Independent manager or member in the organizational documents for the Issuer. Each of the Issuer and Finance NomCo will not institute proceedings to be adjudicated bankrupt or insolvent, consent to the institution of bankruptcy or insolvency proceedings against it, or file, or consent to, a petition seeking reorganization or relief under any applicable federal or state Law relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of Issuer, Finance NomCo or any substantial part of its or Finance NomCo’s property, or make an assignment for the benefit of creditors, or admit in writing its or Finance NomCo’s inability to pay its or Finance NomCo’s debts generally as they become due, or take limited liability company action in furtherance of any such action without the affirmative vote of at least one (1) duly elected Independent manager or member.

(g) Each of the Issuer and Finance NomCo will correct any known misunderstanding regarding its status as a separate entity, conduct business solely in its own name, and not identify itself as a division of any of its Affiliates or any of its Affiliates as a division of the Issuer (except for income tax purposes). Each of the Issuer and Finance NomCo will conduct and operate its business and in its own name.

(h) The Issuer will not permit its name to be used by any Affiliate of the Issuer in the conduct of such Affiliate’s business, and will not use the name of any Affiliate in the conduct of the Issuer’s business. Finance NomCo will not permit its name to be used by any Affiliate of Finance NomCo in the conduct of such Affiliate’s business, and will not use the name of any Affiliate in the conduct of Finance NomCo’s business.

(i) Each of the Issuer and Finance NomCo will file its own tax returns, if any, as may be required under applicable Law, to the extent (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division for tax purposes of another taxpayer, and pay any taxes required to be paid under applicable Law.

(j) Subject to Section 4.15, each of the Issuer and Finance NomCo will maintain its assets, including the Collateral, in such a manner that it would not be costly or difficult to identify, segregate or ascertain its assets from those of any other Person (other than the Parent, Issuer or Finance NomCo).

(k) Other than as contemplated by the Basic Documents and other than with respect to each other, each of the Issuer and Finance NomCo will maintain an arm’s length relationship with its Affiliates, and not enter into any transaction with any Affiliate unless such transaction is (i) on such terms and conditions (including terms relating to amounts paid thereunder) as would be generally available if such business transaction were with an entity that was not an Affiliate in comparable transactions, and (ii) pursuant to enforceable agreements.

(l) Neither the Issuer nor Finance NomCo will hold out its credit or assets as being available to satisfy the obligations of others nor guarantee the obligation of any Person other than as contemplated by the Basic Documents.

(m) The Issuer and Finance NomCo, taken as a whole, will maintain adequate capital in light of their contemplated business purposes, transactions, and liabilities (provided, that no member of the Issuer shall have any obligation to make any contribution of capital to the Issuer).

(n) Neither the Issuer nor Finance NomCo will grant a security interest in its assets to secure the obligations of any other Person other than as contemplated by the Basic Documents.

(o) The Issuer will not, directly or indirectly, engage in any business or activity other than the actions that are both (i) required or permitted to be performed under Section 6 of the LLC Agreement and (ii) permitted by the terms of the Basic Documents. Finance NomCo will not, directly or indirectly, engage in any business or activity other than the actions that are both (i) required or permitted to be performed under Article III, Section 3 of its bylaws and (ii) permitted by the terms of the Basic Documents.

(p) The Issuer will not incur any indebtedness, liability, obligation, or expense, or own any assets, other than in each case those that are both (i) necessary to achieve the purposes set forth in Section 6 of the LLC Agreement and (ii) permitted by the Basic Documents. Finance NomCo will not incur any indebtedness, liability, obligation, or expense, or own any assets, other than in each case those that are both (i) necessary to achieve the purposes set forth in Article III, Section 3 of its bylaws and (ii) permitted by the Basic Documents.

(q) The Issuer will not make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, other than Finance NomCo or as permitted by the Basic Documents. Finance NomCo will not make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, other than as permitted by the Basic Documents.

(r) Each of the Issuer and Finance NomCo will maintain complete records of all transactions (including all transactions with any Affiliate);

(s) Each of the Issuer and Finance NomCo will comply with all requirements of applicable Law regarding its operations and shall comply with the provisions of this Indenture and its Organizational Documents; and

(t) The Issuer will not form, acquire, or hold any Subsidiary other than Finance NomCo. Finance NomCo will not form, acquire, or hold any Subsidiary.

Section 4.15 Transactions with Affiliates. None of the Issuer and Finance NomCo will enter into directly or indirectly any transaction or group of related transactions (including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with PIH or any Related Entity, except as contemplated by the Basic Documents and except pursuant to the reasonable requirements of the Issuer’s or Finance NomCo’s business (including acquisition of Additional Assets from an Affiliate) and upon fair and reasonable terms no less favorable to the Issuer or Finance NomCo, as the case may be, than would be obtainable in a comparable arm’s length transaction with a Person not an Affiliate.

Section 4.16 Merger, Consolidation, Etc. None of the Issuer and Finance NomCo will (other than (x) Finance NomCo participating in a consolidation with the Issuer (provided, that the Issuer shall be the continuing or surviving entity in any such transaction) and (y) Finance NomCo liquidating or dissolving so long as its assets (if any) are distributed to the Issuer prior to such liquidation or dissolution), consolidate with or merge with any other Person or convey, transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person.

Section 4.17 Lines of Business. Neither the Issuer nor Finance NomCo will at any time engage in any business other than those related to the ownership of the Assets and the transactions contemplated by this Indenture and the other Basic Documents to which it is a party and other activities reasonably incidental thereto; provided, however, that the Issuer shall not engage in any business or activity or enter into any contractual arrangement (other than any business or activity in which the Issuer is engaged on the Second A&R Date) which would (i) subject any Secured Party to regulation or oversight by any Governmental Body (other than the Governmental Bodies which regulate companies engaged in the oil and gas industry, insurance companies and, following foreclosure, regulations applicable to assets held as a result of such foreclosure) or cause any Secured Party to breach any Law or regulation or guideline of any Governmental Body or require any Secured Party to obtain a consent, waiver or clarification by any Governmental Body or (ii) cause any of the representations and warranties of the Issuer contained in the Basic Documents to be inaccurate as of the date made or deemed made.

Section 4.18 Economic Sanctions, Etc. PIH and each subsidiary of PIH will not (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person, (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would cause any Secured Party or any Affiliate of such Secured party to be in violation of, or targeted under, any Economic Sanctions Laws or Trade Control Laws, or (ii) is in violation of any Economic Sanctions Laws or Trade Control Laws.

Section 4.19 Liens. None of the Issuer and Finance NomCo will directly or indirectly create, incur, assume or permit to exist (upon the happening of a contingency or otherwise) any Lien on or with respect to any of its property or assets (including the Collateral), whether now owned or held or hereafter acquired, or any income or profits therefrom, or assign or otherwise convey any right to receive income or profits, except in each case for Permitted Liens.

Section 4.20 Sale of Assets, Etc. None of the Issuer and Finance NomCo will sell, transfer, convey, assign, exchange or dispose of any of its properties or assets in any single transaction or series of related transactions of any individual asset, or group of related assets, other than Permitted Dispositions.

Section 4.21 Permitted Indebtedness. None of the Issuer and Finance NomCo will create, guarantee, assume or suffer to exist, or in any manner be or become liable in respect of, any Indebtedness of any kind or character, other than the following (such Indebtedness being referred to as “Permitted Indebtedness”):

(a) Indebtedness owing under this Indenture, the Notes or any other Basic Document, including the Hedges and Hedge Agreements;

(b) Operating Expenses;

(c) obligations incurred in the ordinary course of its business specified in Section 4.17 in an aggregate amount not to exceed $500,000 at any one time; and

(d) other Indebtedness with the prior written consent of the Majority Noteholders; provided, however, any such Indebtedness is subordinate to the Hedge Counterparties and Holders, in all respects.

Section 4.22 Amendment to Organizational Documents. Neither the Issuer nor Finance NomCo will, or will permit any party to, amend, modify or otherwise change (a) any special purpose entity provision in the LLC Agreement of the Issuer, (b) (i) any other provision of the Issuer’s LLC Agreement or other Organizational Documents or (ii) any provision of Finance NomCo’s Organizational Documents, in each case, except to the extent such amendment, modification or change would not reasonably be expected to be materially adverse to the Secured Parties or result in a Material Adverse Effect (as evidenced by an Officer’s Certificate of such entity certifying thereto) or (c) its jurisdiction of organization, its location of principal place of business or its name, in each case, unless all actions have been taken to maintain the perfection of the security interest in the Collateral in favor of the Indenture Trustee and with the prior written consent of the Majority Noteholders and the Hedge Counterparties, in each case, not to be unreasonably withheld, conditioned or delayed; provided, however, that each of the Issuer and Finance NomCo may amend, modify or otherwise change any provision of their Organizational Documents to: (i) cure any ambiguity, (ii) correct or supplement any provision in a manner consistent with the intent of the such Person’s Organizational Documents and the other Basic Documents or (iii) otherwise amend, modify or change any immaterial provision of such Person’s Organizational Documents, in each case, without obtaining the consent of the Noteholders or the Hedge Counterparties, but with delivery of an Officer’s Certificate to the Indenture Trustee stating that such amendment is so permitted under one or more of the foregoing clauses (i)-(iii) of this proviso.

Section 4.23 No Loans. None of the Issuer and Finance NomCo will directly or indirectly, make any loan or advance to any Person, other than Permitted Investments.

Section 4.24 Permitted Investments; Subsidiaries. None of the Issuer and Finance NomCo will make any Investments other than (a) any Investment in Permitted Investments of monies in any Presidio Account and (b) obligations of account debtors to the Issuer or Finance NomCo, in each case, arising in the ordinary course of business, and (c) de minimis Investments made in the Issuer or Finance NomCo for the preservation and maintenance of its corporate existence. Without limiting the generality of the foregoing, the Issuer will not create any Subsidiaries (other than Finance NomCo) or enter into any partnership or joint venture.

Section 4.25 Employees; ERISA. The Issuer will not maintain any employees or maintain any ERISA Plan or incur or suffer to exist any obligations to make any contribution to a Multiemployer Plan.

Section 4.26 Tax Treatment. Neither the Issuer, nor any party otherwise having the authority to act on behalf of the Issuer, is authorized to, or will, make the election described in U.S. Treasury Regulations Section 301.7701-3(a) to treat the Issuer as an association taxable as a corporation for U.S. federal income tax purposes, or a similar election under any U.S. state or local Law. For all U.S. federal, state and local tax purposes, the Issuer has always been and shall continue to be classified as an entity disregarded from its owner and shall not be treated as a partnership, a publicly traded partnership treated as a corporation, a taxable mortgage pool (in whole or in part) taxable as a corporation or as an association taxable as a corporation. The Issuer will treat the Notes and this Indenture as debt, and not as an equity interest in the Issuer, for all purposes (including federal, state and local income Tax purposes).

Section 4.27 Replacement of Manager or Back-Up Manager.

(a) In the event that the Manager shall be terminated or shall resign in accordance with the terms of the Management Services Agreement, the Issuer shall use commercially reasonable efforts to appoint a replacement manager with the consent of the Majority Noteholders (such consent not to be unreasonably withheld, conditioned, or delayed) as soon as reasonably practicable, and notify the Noteholders, each Hedge Counterparty and Back-Up Manager in writing of such appointment; provided that (i) if the Issuer shall not have appointed a replacement manager within thirty (30) days following delivery of notice of any such resignation or termination, as applicable, other than as a result of the failure of the Majority Noteholders to have reasonably consented, the Majority Noteholders shall have the right to appoint the replacement manager with the consent of the Issuer (such consent not to be unreasonably withheld, conditioned, or delayed) and (ii) if a Material Event has occurred and is continuing, the Majority Noteholders shall appoint the successor Manager (such successor Manager to be reasonably acceptable to the Hedge Counterparties).

(b) In the event that the Back-Up Manager shall resign, be terminated or otherwise removed, the Issuer shall use commercially reasonable efforts to appoint a replacement back-up manager with the consent of the Majority Noteholders (such consent not to be unreasonably withheld, conditioned, or delayed) as soon as reasonably practicable, and notify the Noteholders and each Hedge Counterparty of such appointment; provided that if the Issuer shall not have appointed a replacement back-up manager within thirty (30) days following delivery of notice of any such resignation, termination or removal, other than as a result of the failure of the Majority Noteholders to have reasonably consented, the Majority Noteholders shall have the right to appoint the replacement back-up manager with the consent of the Issuer (such consent not to be unreasonably withheld, conditioned, or delayed).

Section 4.28 Hedges And Hedge Agreements.

(a) Issuer shall, on the Second A&R Date, acquire (by entry, creation, assumption, acquisition or novation) or enter into and thereafter maintain Hedging Transactions under one or more Hedge Agreements to hedge at least:

(i) NYMEX WTI: 85% of projected crude oil Hydrocarbon production from the Assets described in the Initial Reserve Report for the immediately succeeding five (5) year period following the Second A&R Date;

(ii) NYMEX Henry Hub: 85% of projected natural gas Hydrocarbon production from the Assets described in the Initial Reserve Report for the immediately succeeding seven (7) year period following the Second A&R Date;

(iii) (1) 85% of the projected natural gas liquids (NGLs) Hydrocarbon production from the Assets described in the Initial Reserve Report for the immediately succeeding three (3) year period following the Second A&R Date, and (2) 75% of the projected NGLs Hydrocarbon production attributable to the Oil and Gas Portfolio for the subsequent 2 years; and

(iv) natural gas basis differential swaps with respect to 85% of the projected natural gas Hydrocarbon production from the Assets described in the Initial Reserve Report for the immediately succeeding three (3) year period following the Second A&R Date.

(b) The Issuer shall maintain (i) on or prior to each Rolling Hedging Determination Date until the third anniversary of the Second A&R Date, Hedge Agreements and/or adjust any Hedge Agreements in existence on the Second A&R Date (and any Hedging Transactions thereunder) in a manner sufficient to cover at least 85% of projected Hydrocarbon production attributable to the Assets for natural gas liquids and, to the extent of any gas hedges in such period, gas basis through the next twenty-four (24) months immediately following each such Rolling Hedging Determination Date, based on the most recent Reserve Report and current commodity prices as of such Rolling Hedging Determination Date and (ii) on each Rolling Hedging Determination Date, Hedging Transactions under one or more Hedge Agreements (including Hedge Agreements in existence on the Second A&R Date) hedging an amount not less than 85% of the projected Hydrocarbon production attributable to the Assets for each of oil, natural gas and NGLs and, to the extent of any gas hedges in such period, gas basis through either (A) the next thirty-six (36) months immediately following each such Rolling Hedging Determination Date or (B) the number of months remaining until the Final Scheduled Payment Date for the Initial Notes, in each case, based on the most recent Reserve Report and then-current commodity prices as of such Rolling Hedging Determination Date; provided, that in no event shall the Issuer be required to demonstrate such compliance for any period after the Final Scheduled Payment Date; provided, however, that if both (A) any termination of a Hedge Agreement due to a Hedge Counterparty’s default thereunder would, but for the operation of this proviso, result in the Issuer’s non-compliance with this Section 4.28(b), and (B) the Issuer enters into one or more replacement Hedging Transactions that would be sufficient to bring the Issuer back into compliance with this Section 4.28(b) within ten (10) days following such termination, then the Issuer shall be deemed to have been in compliance with this Section 4.28(b) at all times from and after such termination, to and including the execution of such replacement Hedging Transactions.

(c) No swap, derivative or other similar agreement, including, without limitation, any Hedges, shall be entered into for speculative purposes. The following Hedges shall not be deemed speculative or entered into for speculative purposes: any Commodity Hedge which hedges or manages any of the risks related to existing and/or forecasted Hydrocarbon production of the Issuer as set forth in the most recent Reserve Report (whether or not contracted), and, with respect to volumes subject to Hedges, Hedges in compliance with clause (d) below.

(d) The Issuer shall not early terminate or unwind any Hedge Agreement, or any Hedging Transactions thereunder, other than (i) in accordance with Section 4.28(d), (ii) in the Issuer’s discretion in connection with an “Event of Default” or “Termination Event” with respect to the Hedge Counterparty under a Hedge Agreement where such Hedge Counterparty is the “Defaulting Party” or sole “Affected Party”, as applicable, or (iii) as a result of a good faith determination by the Issuer or Manager that such Hedge Counterparty or Hedge Agreement should be replaced or terminated, but not solely to recognize a gain and concurrently enter into a replacement Hedge Agreement in order to satisfy the requirements of this Section 4.28 at a lower strike price; provided, for the avoidance of doubt, that the Issuer remains subject to its obligations to maintain compliance with the hedging requirements set forth in Section 4.28(a), 4.28(b) and any Series Supplement, in connection with any early termination or unwind of any Hedge Agreement. Any amounts received by the Issuer in connection with any termination of a Hedge Agreement or a Hedging Transaction thereunder (an “Issuer Hedge Termination Receipt”) shall be either (A) promptly, and in any event within five (5) Business Days (or, if such Hedge Agreement or Hedging Transaction was terminated in connection with an “Event of Default” or “Termination Event” with respect to the Hedge Counterparty under a Hedge Agreement where such Hedge Counterparty was the “Defaulting Party” or sole “Affected Party”, as applicable, thirty (30) days) applied to the acquisition of a replacement Hedge Agreement or (B) to the extent not applied pursuant to clause (A), transferred to the Collection Account for treatment as Available Funds and applied in accordance with the Priority of Payments. Nothing herein shall restrict Issuer from (1) entering into Hedges or Hedge Agreements or terminating Hedges or Hedge Agreements, in part or in whole, in order to maintain compliance with the terms set forth herein or (2) novating, transferring, rolling or terminating Hedges or Hedge Agreements; provided, that Issuer may not enter into or maintain any Hedges except (i) pursuant to this Section 4.28 and (ii) to the extent that the volumes subject to such Hedges for any fiscal quarter are not greater than 100% of the projected Hydrocarbon production attributable to the Assets as set forth in the most recent Reserve Report for such fiscal quarter (collectively, the “Maximum Hedges”) (whether or not contracted, and calculated for each fiscal quarter in the aggregate and, in the case of crude oil and natural gas liquids only, on a Barrel of Oil Equivalent basis); provided, further, that the Issuer shall not be required to terminate any Hedges unless, on any Over Hedge Test Date, the combination of the Issuer’s then-current Hedges would exceed 100% of the projected Hydrocarbon production attributable to the Assets as set forth in the most recent Reserve Report for the related fiscal quarter, and then only to the extent of the excess over such 100% threshold (any payments due the Hedge Counterparties resulting from required terminations or unwinds of such Hedges, collectively, the “Over Hedge Payments”). Any termination of Hedges required pursuant to the second proviso of the preceding sentence shall be made on or prior to the date that is ten (10) Business Days after the related Over Hedge Test Date.

(e) Issuer shall deliver, or cause the Manager to deliver, to each Noteholder and each Hedge Counterparty, on any Over Hedge Test Date a certificate setting forth (i) that such date is an Over Hedge Test Date, (ii) the volumes subject to Hedges or Hedge Agreements for the fiscal quarter related to such Over Hedge Test Date and (iii) projected Hydrocarbon production attributable to the Assets as set forth in the most recent Reserve Report for the fiscal quarter related to such Over Hedge Test Date.

(f) Issuer shall comply with any other required hedging obligations set forth in any Series Supplement.

(g) In the event that a Hedge Counterparty ceases to meet the Hedge Counterparty Rating Requirements, the Issuer shall coordinate with such affected Hedge Counterparty to either add a qualifying Credit Support Provider that meets the Hedge Counterparty Rating Requirements or novate any affected Hedging Transactions to a Hedge Counterparty that meets the Hedge Counterparty Rating Requirements within 60 days after ceasing to meet such requirement.

Section 4.29 Manager or Operator Failure. If any Material Event shall arise from the failure of the Manager or the Operator to perform any of its duties or obligations under the Management Services Agreement or the Master Joint Operating Agreement, as applicable, the Issuer shall take all commercially reasonable steps available to it to remedy such failure, including any such reasonable steps as directed by the Majority Noteholders upon the occurrence of an Event of Default.

Section 4.30 Characterization. The Issuer and Finance NomCo shall characterize (a) the transfer of the Assets pursuant to the Merger Agreement and any applicable Additional Asset Purchase Agreement for all purposes as an absolute transfer of legal and beneficial ownership, including on all relevant books, records, financial statements and other applicable documents, other than for U.S. federal and applicable state and local income tax and accounting purposes and (b) the Grant of the Collateral by the Issuer and Finance NomCo under this Indenture as a pledge for U.S. federal income tax purposes and for financial accounting purposes.

Section 4.31 Amendments to Basic Documents. Without derogating from the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, each of the Issuer and Finance NomCo agrees that it shall not, (a) terminate, amend, waive, supplement or otherwise modify any of, or consent to the assignment by any party of, the Basic Documents to which it is a party (other than this Indenture) and (b) to the extent that the Issuer or Finance NomCo has the right to consent to any termination, waiver, amendment, supplement or other modification of, or any assignment by any party of, any Basic Document to which it is not a party, give such consent, in each case, unless, (i) the Rating Agency Condition with respect thereto has been satisfied, (ii) except with respect to any Hedge Agreement, if the rights of the Hedge Counterparties would be adversely affected in any material respect by such termination, amendment, waiver, supplement or other modification (including, but not limited to, modifications to the definition of “Permitted Encumbrance” as defined in the Merger Agreement or any applicable Additional Asset Purchase Agreement whereby the rights of the Hedge Counterparties would be adversely affected in any material respect by such amendment), the Issuer or Manager shall have obtained the consent of each Hedge Counterparty with respect thereto, and (iii) as evidenced by an Opinion of Counsel delivered to the Indenture Trustee, (A) such termination, amendment, waiver, supplement or other modification or such assignment, as applicable, is authorized and permitted under the terms of the other Basic Documents, and (B) all conditions precedent thereto, as applicable, including this Section 4.31, have been satisfied and (C) such termination, amendment, waiver, supplement or other modification or such assignment, as applicable (I) will not cause the Issuer to become treated as an association that is taxable as a corporation, a publicly traded partnership that is taxable as a corporation or a taxable mortgage pool that is taxable as a corporation, in each case for U.S. federal income tax purposes, and (II) will not cause any of the Notes of any Outstanding Series (other than those that are, at any time, held by any Section 385 Related Party) that were characterized as indebtedness for U.S. federal income tax purposes, as of the applicable Closing Date, to be characterized as other than indebtedness for U.S. federal income tax purposes, and, in the case of (I) and (II) above, such opinion may contain similar assumptions and qualifications as are contained in the Opinion of Counsel with respect to the tax treatment of the Notes delivered on the Second A&R Date. Notwithstanding the foregoing, the Issuer and Finance NomCo may amend, modify, waive, supplement or agree to any amendment, modification, supplement or waiver of the terms of this Indenture or any Series Supplement thereto in accordance with Section 2.08 and Article X hereof, but subject to any other conditions set forth in Section 2.08 and Article X hereof applicable thereto and under any of the other Basic Documents.

Section 4.32 Operator Account(a). The Issuer shall cause the Operator (a) not to move the Operator Account to a bank that is not SouthState Bank, Citizens Bank, N.A. or an Eligible Institution without the prior written consent of the Majority Noteholders (provided that at all times the Operator Account shall be subject to a Deposit Account Control Agreement in a form approved by Majority Noteholders), (b) to direct Collections deposited in the Operator Account to be transferred subsequently to the Collection Account in accordance with the terms of the Master Joint Operating Agreement and the Management Services Agreement and (c) to keep the Operator Account free and clear of any Liens other than Permitted Liens.

ARTICLE V

REMEDIES

Section 5.01 Events of Default.

(a) “Event of Default,” wherever used herein, means any one of the following events (whatever the reason for such Event of Default and, subject to Sections 5.01(a)(v) and 5.01(a)(vi) whether it shall be voluntary or involuntary or be effected by operation of Law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(i) failure of the Issuer to pay all amounts due and owing on the Notes of a Series in full by the applicable Legal Final Maturity or the failure to pay when due and as required to be paid under this Indenture, any amount of principal; provided, that, notwithstanding anything to the contrary herein or in any other Basic Document, the failure of the Issuer to pay any optional payments of principal on the Notes, Principal Distribution Amounts or Excess Amortization Amounts, in each case, for which funds are not available in accordance with the Priority of Payments or the Special Priority of Payments, as applicable, is not an Event of Default;

(ii) subject to Section 2.09(b), default in the payment of interest on the Controlling Securities when the same becomes due and payable, and such default shall continue for a period of two (2) Business Days;

(iii) failure of the Issuer to comply with (A) Section 7.01(c)(i) or Section 7.01(c)(ii) which failure continues for three (3) Business Days of the requirements of the Indenture or (B) Section 4.28 which failure continues for five (5) Business Days;

(iv) default in the observance or performance of any covenant or agreement of a Related Entity made in any Basic Document to which it is a party (other than a covenant or agreement, a default in the observance or performance of which is specifically addressed elsewhere in this Section 5.01(a)), or any representation or warranty of a Related Entity made in any Basic Document to which it is a party or in any certificate or other writing delivered pursuant hereto or in connection herewith proving to have been incorrect in any material respect as of the time when the same shall have been made, and such default shall continue or not be cured, or the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or otherwise cured, for a period of thirty (30) days (subject to Section 5.01(c) below) after the earlier of (i) Knowledge of any Related Entity of such default or incorrect representation or warranty or (ii) receipt by a Related Entity of notice from the Indenture Trustee or receipt by the Issuer, the applicable Presidio Party and a Responsible Officer of the Indenture Trustee from a Secured Party, of written notice specifying such default or incorrect representation or warranty and requiring it to be remedied;

(v) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of PIHC, the Guarantors, Presidio WAB, any Seller, the Operator, the Manager or the Issuer or any substantial part of the Collateral in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of PIHC, the Operator, the Manager or the Issuer, as applicable or for any substantial part of the Collateral, or ordering the winding-up or liquidation of PIHC’s, the Guarantors’, Presidio WAB’s, any Seller’s, the Operator’s, the Manager’s or the Issuer’s affairs (as applicable), and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days;

(vi) the commencement by PIHC, the Guarantors, Presidio WAB, any Seller, the Operator, the Manager or the Issuer of a voluntary case under any applicable federal or state bankruptcy, insolvency or other similar Law now or hereafter in effect, or the consent by PIHC, the Guarantors, Presidio WAB, any Seller, the Operator, the Manager or the Issuer, as applicable, to the entry of an order for relief in an involuntary case under any such Law, or the consent by PIHC, the Guarantors, Presidio WAB, any Seller, the Operator, the Manager or the Issuer, as applicable, to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of PIHC, the Guarantors, Presidio WAB, any Seller, the Operator, the Manager or the Issuer, as applicable, for any substantial part of the Collateral, or the making by PIHC, the Guarantors, Presidio WAB, any Seller, the Operator, the Manager or the Issuer, as applicable, of any general assignment for the benefit of creditors, or the failure by PIHC, the Guarantors, Presidio WAB, any Seller, the Operator, the Manager or the Issuer, as applicable, generally to pay its debts as such debts become due, or the taking of any action by PIHC, the Guarantors, Presidio WAB, any Seller, the Operator, the Manager or the Issuer, as applicable, in furtherance of any of the foregoing;

(vii) the failure of the Indenture, the Mortgages and related financing statements or other specified methods of perfection to create, attach or perfect a valid first-priority security interest in favor of the Indenture Trustee in (A) any portion of the Collateral constituting personal property (subject to Permitted Liens) that continues unremedied for ten (10) days or (B) any portion of the Collateral constituting real property (subject to Permitted Liens) that continues for thirty (30) days, in each case, after the earlier of actual knowledge or written notice thereof from the Indenture Trustee or any Secured Party; provided that it will not be an Event of Default under this clause (vii) if the value of all the Collateral (subject to Permitted Liens) for which the Indenture Trustee does not have a valid perfected first-priority security interest in is equal to or less than 1.5% of the PV-10 of the Assets at such time (as reflected in the most recently delivered Reserve Report);

(viii) the Issuer shall become an association, publicly traded partnership or taxable mortgage pool, that is, in each case, taxable as a corporation for U.S. federal income tax purposes, or Finance NomCo shall be treated as the owner of the Assets for U.S. federal income tax purposes, or Finance NomCo shall be treated as the owner of more than a de minimis amount of the Collateral (it being understood that the amount of Collateral held by Finance NomCo as of the Closing Date shall be deemed to be de minimis) to which it holds legal title pursuant to the Agency Agreement for U.S. federal income tax purposes;

(ix) the filing of a final non-appealable judgment or order for relief by a court having jurisdiction in the premises in respect of the Issuer, any Guarantor or Parent in excess of $500,000 or PIHC in excess of $5,000,000, in each case and not discharged, satisfied or stayed within sixty (60) days;

(x) the adoption in final form of a statute, rule or regulation by a competent legislative or governmental rule-making body that becomes effective following the Second A&R Date, or the entry of a final, non-appealable judgment of a court of competent jurisdiction that is rendered following the Second A&R Date, which has a material adverse effect on (a) the validity or enforceability of any of the Basic Documents, or (b) the ability of the Issuer to make payments on the Notes or its obligations under any of the Hedge Agreements;

(xi) an ERISA or tax lien in either case, in excess of $500,000, is created that secures the payment of money owed by the Issuer, Finance NomCo, Presidio NomCo or Parent;

(xii) the Manager, the Operator, the Back-Up Manager or the Indenture Trustee shall be terminated or shall resign, and a replacement manager, operator, back-up manager or indenture trustee reasonably satisfactory to the Majority Noteholders shall not have been appointed within sixty (60) days following any such resignation or termination;

(xiii) the Issuer, any Guarantor or the Collateral is required to be registered as an “investment company” under the Investment Company Act;

(xiv) the Issuer fails to maintain a Senior IO DSCR of at least 1.15x as calculated on any Quarterly Determination Date;

(xv) an occurrence of a Change of Control that is not a Permitted Change of Control or that has not been approved by the Majority Noteholders; or

(xvi) if the Hedge Counterparties constitute “Controlling Securities” pursuant to the proviso in such definition, (1) the occurrence of either an “Event of Default” or a “Termination Event” (each such term as defined in the applicable Hedge Agreement) has occurred and is continuing and the Issuer is either the “Defaulting Party” or the sole “Affected Party” (each such term as defined in the applicable Hedge Agreement) in connection therewith and (2) an “Early Termination Date” (as defined in the applicable Hedge Agreement) has been designated with respect to the affected Hedging Transactions under the applicable Hedge Agreement as a result thereof.

(b) The Issuer shall deliver to (1) a Responsible Officer of the Indenture Trustee, (2) each Rating Agency, (3) each Noteholder, (4) the Back-Up Manager and (5) each Hedge Counterparty, within five (5) days after the occurrence thereof, written notice in the form of an Officer’s Certificate of any event which with the giving of notice and the lapse of time could reasonably be anticipated to become an Event of Default under Section 5.01(a)(iii) above, its status and what action the Issuer is taking or proposes to take with respect thereto.

(c) Notwithstanding the foregoing, a breach of any covenant or agreement or representation or warranty of the Issuer referred to under Section 5.01(a)(iv) above shall not constitute an Event of Default after such thirty (30) day period if (x) the Issuer has commenced in a diligent manner a cure of such breach and (y) such remedial action could not reasonably have been expected to fully cure such breach within such thirty (30) days, but could reasonably be expected to be implemented and fully cure such breach within an additional thirty (30) days (but in no event shall the total cure period exceed a total of ninety (90) days); provided that an Event of Default pursuant to Section 5.01(a)(iv) above shall be deemed to occur upon the earlier of (i) the expiration of such cure period if such breach or misrepresentation shall not have been cured on or prior to such date and (ii) the date, if any, as of which it is determined that such breach or misrepresentation is not capable of being cured within such cure period. Upon the occurrence of any such event, each of the Issuer and the Indenture Trustee, as applicable, shall not be relieved from using its best efforts to perform its obligations in a timely manner in accordance with the terms of this Indenture and the Issuer or the Indenture Trustee, as applicable, shall provide the Indenture Trustee (if such delay or failure is a result of a delay or failure by the Issuer) and the other Secured Parties prompt notice of such failure or delay by it, together with a description of its efforts to so perform its obligations.

Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an Event of Default should occur and be continuing, then either the Indenture Trustee at the written direction of the Majority Noteholders or the Majority Noteholders may declare all the Notes to be immediately due and payable, by a notice in writing to the Issuer (and to a Responsible Officer of the Indenture Trustee if given by Noteholders) (a copy of which will be provided by the Issuer to each Hedge Counterparty, the Manager, the Back-up Manager and each Rating Agency), and upon any such declaration the unpaid principal amount of such Notes, together with accrued and unpaid interest thereon through the date of acceleration, will become immediately due and payable; provided that upon the occurrence of an Event of Default specified in Section 5.01(a)(v) or (vi), all the Notes will be automatically deemed to be immediately due and payable and upon such event the unpaid principal of such Notes, together with accrued and unpaid interest thereon through the date of such Event of Default specified in Section 5.01(a)(v) or (vi), will become immediately due and payable, in each case, without notice, declaration or demand by the Indenture Trustee or the Noteholders, all of which are hereby waived by the Issuer.

At any time after such declaration of acceleration of maturity has been made and before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as provided hereinafter in this Article V, the Majority Noteholders, by written notice to the Issuer and a Responsible Officer of the Indenture Trustee (with a copy to each Hedge Counterparty, the Back-Up Manager and each Rating Agency), may rescind and annul such declaration and its consequences if:

(a) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(i) all payments of principal of and interest on all Notes and all other amounts that would then be due hereunder or upon such Notes if the Event of Default giving rise to such acceleration had not occurred; and

(ii) all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel; and

(b) all Manager Termination Events and Events of Default, other than the nonpayment of the principal of the Notes that has become due solely by such acceleration, have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right or any exercise of remedies consequent thereto nor shall such rescission in and of itself serve as a waiver of any of the Events of Default or Manager Termination Events, as applicable.

Section 5.03 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.

(a) The Issuer covenants that if (i) an Event of Default specified in Section 5.01(a)(i) has occurred and is continuing or (ii) an Event of Default specified in Section 5.01(a)(ii) has occurred and is continuing, the Issuer will, upon demand of the Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Secured Parties, as applicable, (1) the whole amount then due and payable on such Notes for principal and interest, with interest on the overdue principal and, to the extent payment at such rate of interest shall be legally enforceable, on overdue installments of interest at the rate borne by the Notes, (2) any amounts due and payable by the Issuer under the Hedge Agreements, including any breakage or termination amounts and any other amounts owed thereunder, and, in addition thereto, and (3) such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and counsel, and all other amounts due and owing to the Indenture Trustee pursuant to Section 6.07.

(b) In case the Issuer shall fail forthwith to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to judgment or final decree, and may enforce the same against the Issuer or other obligor upon such Notes and Hedge Agreements and collect in the manner provided by Law out of the property of the Issuer or other obligor upon such Notes and Hedge Agreements, wherever situated, the monies adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more particularly provided in Section 5.04, proceed to protect and enforce its rights and the rights of the Secured Parties, by such appropriate Proceedings as the Indenture Trustee may deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Indenture Trustee by this Indenture or by Law.

(d) In case there shall be pending, relative to the Issuer or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Collateral, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar Law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, or liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Indenture Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise:

(i) to file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of gross negligence or willful misconduct) and of the Noteholders and the Hedge Counterparties allowed in such Proceedings;

(ii) unless prohibited by applicable Law and regulations, to vote on behalf of the Holders of Notes and the Hedge Counterparties in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings;

(iii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Noteholders, the Hedge Counterparties and the Indenture Trustee on their behalf; and

(iv) to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Holders of Notes and the Hedge Counterparties allowed in any Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of such Noteholders and the Hedge Counterparties to make payments to the Indenture Trustee and, in the event that the Indenture Trustee shall consent to the making of payments directly to such Noteholders or the Hedge Counterparties, to pay to the Indenture Trustee such amounts as shall be sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of gross negligence or willful misconduct.

(e) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or any Hedge Counterparty any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or the Hedge Agreements or the rights of any Hedge Counterparty thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or any Hedge Counterparty in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person.

(f) All rights of action and of asserting claims under this Indenture, or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Indenture Trustee, each predecessor Indenture Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Holders of the Notes and the Hedge Counterparties.

(g) In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Secured Parties, and it shall not be necessary to make any Noteholder or Hedge Counterparty a party to any such Proceedings.

Section 5.04 Remedies; Priorities.

(a) If an Event of Default shall have occurred and is continuing, the Indenture Trustee may, or at the written direction of the Majority Noteholders (subject to the terms hereof) shall, with notice to each Hedge Counterparty, do one or more of the following (subject to Section 5.05):

(i) declare the entire unpaid principal amount of the Notes, all interest accrued and unpaid thereon and all other amounts payable under this Indenture and the other Basic Documents to become immediately due and payable in accordance with Section 5.02;

(ii) institute Proceedings in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes and the Hedge Agreements (including any breakage or termination amounts and any other amounts owed thereunder) or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained and collect from the Issuer and any other obligor upon such Notes monies adjudged due;

(iii) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Collateral;

(iv) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the rights and remedies of the Indenture Trustee and the Secured Parties, including for the avoidance of doubt, the exercise of any remedies available under the Basic Documents; and

(v) sell the Collateral or any portion thereof or rights or interest therein, at one or more public or private sales called and conducted in any manner permitted by Law; provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Collateral following an Event of Default, other than an Event of Default described in Section 5.01(a)(i) or (ii), unless (A) the Majority Noteholders consent thereto, (B) the proceeds of such sale or liquidation distributable to the Noteholders and the Hedge Counterparties are sufficient to discharge in full all amounts then due and unpaid upon such Notes for principal and interest and all amounts then due under the Hedge Agreements or that would be due and payable if the Hedge Agreements were terminated on the date of such sale (including any breakage or termination amounts and any other amounts owed thereunder (or that would be owing if the Hedge Agreements were terminated on the date of such sale)) or (C) the Indenture Trustee determines that the Collateral will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared immediately due and payable, and the Indenture Trustee obtains the consent of the Noteholders holding one-hundred percent (100)% of the Outstanding Principal Balance of the Notes; provided, further, that if, as of any date of determination on which no Class A Notes are Outstanding but any other Notes are Outstanding, the Majority Noteholders will not exercise rights pursuant to this Section 5.04(a)(v) unless (i) the Notes have been accelerated in accordance with Section 5.02 and/or Section 5.04(a)(i) and (ii) no rescission of such acceleration in accordance with Section 5.02 has occurred.

(vi) In determining such sufficiency or insufficiency with respect to clauses (B) and (C) of the preceding clause (v), the Indenture Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose. The Indenture Trustee shall give written notice of the retention of the Collateral to each Rating Agency.

(b) If the Indenture Trustee collects any money or property pursuant to this Article V, it shall deposit such money or property to the Collection Account as Collections to be applied pursuant to Article VIII hereof.

The Indenture Trustee may fix a record date and payment date for any payment to Secured Parties pursuant to this Section 5.04. At least fifteen (15) days before such record date, the Issuer shall mail to each Secured Party a notice that states the record date, the payment date and the amount to be paid.

The Indenture Trustee shall incur no liability as a result of any sale (whether public or private) of the Collateral or any part thereof pursuant to this Section 5.04 that is conducted in a commercially reasonable manner. Each of the Issuer and the Secured Parties hereby waives any claim against the Indenture Trustee arising by reason of the fact that the price at which the Collateral may have been sold at such sale (whether public or private) was less than the price that might have been obtained otherwise, even if the Indenture Trustee accepts the first offer received and does not offer the Collateral to more than one offeree, so long as such sale is conducted in a commercially reasonable manner. Each of the Issuer and the Secured Parties hereby agrees that in respect of any sale of the Collateral pursuant to the terms hereof, the Indenture Trustee is authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable Law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority or official, and the Issuer and the Noteholders further agree that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Indenture Trustee be liable or accountable to the Issuer or any Noteholders for any discount allowed by reason of the fact that the Collateral or any part thereof is sold in compliance with any such limitation or restriction.

Section 5.05 Optional Preservation of the Assets. If the Notes have been declared to be immediately due and payable under Section 5.02 following an Event of Default or Manager Termination Event, as applicable, and such declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may, but need not, elect to maintain possession of the Collateral. In the event that the Indenture Trustee elects to maintain possession of the Collateral, the Indenture Trustee shall provide written notice of such election to the Rating Agencies. It is the desire of the parties hereto and the Secured Parties that there be at all times sufficient funds for the payment of principal of and interest on the Notes and payment of any amounts due under the Hedge Agreements (including any breakage or termination amounts and any other amounts owed thereunder), and the Indenture Trustee shall take such desire into account when determining whether or not to maintain possession of the Collateral. In determining whether to maintain possession of the Collateral, the Indenture Trustee may, but need not, obtain (at the expense of the Issuer) and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Collateral for such purpose.

Section 5.06 Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(a) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(b) the Majority Noteholders have consented to or made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder;

(c) such Holder or Holders have offered to the Indenture Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request;

(d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and

(e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Majority Noteholders.

It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Secured Party or to obtain or to seek to obtain priority or preference over any other Secured Parties, or to enforce any right under this Indenture, except in the manner herein provided.

Section 5.07 Unconditional Rights of Hedge Counterparties and Noteholders to Receive Principal, Interest and Payments of Other Obligations. Notwithstanding any other provisions in this Indenture, (a) the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date), (b) each Hedge Counterparty shall have the right, which is absolute and unconditional, to receive payment of any obligations of the Issuer under the Hedge Agreements (including any breakage or termination amounts and any other amounts owed thereunder) on or after the respective due dates thereof expressed in the applicable Hedge Agreement or in this Indenture, and (c) each Noteholder and Hedge Counterparty shall have the right to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder or the Hedge Counterparties.

Section 5.08 Restoration of Rights and Remedies. If the Indenture Trustee, any Noteholder or any Hedge Counterparty has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee, to such Noteholder or to such Hedge Counterparty, then and in every such case the Issuer, the Indenture Trustee, the Noteholders and the Hedge Counterparties shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Indenture Trustee, the Noteholders and the Hedge Counterparties shall continue as though no such Proceeding had been instituted.

Section 5.09 Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Indenture Trustee, to the Noteholders or to the Hedge Counterparties is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by Law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at Law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.10 Delay or Omission Not a Waiver. No delay or omission of the Indenture Trustee, any Holder of any Note or, except as expressly provided in the applicable Hedge Agreement, any Hedge Counterparty to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by Law to the Indenture Trustee, to the Noteholders or to the Hedge Counterparties may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee, by the Noteholders or by the Hedge Counterparties, as the case may be.

Section 5.11 Control by Noteholders. The Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:

(a) such direction shall not be in conflict with any rule of Law or with this Indenture or any Series Supplement;

(b) such rights shall be subject to the express terms of Section 5.04(a)(v);

(c) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Collateral pursuant to such Section, then any written direction to the Indenture Trustee by Holders of Notes representing less than one hundred percent (100%) of the Outstanding Principal Balance of the Controlling Securities to sell or liquidate the Collateral shall be of no force and effect;

(d) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and

(e) the Majority Noteholders have offered to the Indenture Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such direction.

Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability or might adversely affect the rights of any Noteholders not consenting to such action or the rights of any Hedge Counterparties.

Section 5.12 Waiver of Past Defaults. Prior to the declaration of the acceleration of the maturity of the Notes as provided in Section 5.02, the Majority Noteholders may waive any past Default or Event of Default or past Manager Termination Event and their respective consequences except a Default or Event of Default (a) in payment of principal of or interest of any of the Notes (other than with respect to any Class of Notes not constituting the Controlling Securities), (b) arising under any Hedge Agreement, (c) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of the Holder of each Note, or (d) occurring as a result of an event specified in Section 5.01(a)(i), (ii), (v) or (vi). In the case of any such waiver, the Issuer, the Indenture Trustee, the Holders of the Notes and the Hedge Counterparties shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default, Event of Default or Manager Termination Event or impair any right consequent thereto.

Upon any such waiver, such Default, Event of Default or Manager Termination Event shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default, Event of Default or Manager Termination Event or impair any right consequent thereto. The Indenture Trustee shall promptly give written notice of any such waiver to each Rating Agency.

Section 5.13 Undertaking for Costs. All parties to this Indenture agree, and each Holder of a Note by such Holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and reasonable expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 5.13 shall not apply to (a) any suit instituted by the Indenture Trustee, (b) any suit instituted by the Majority Noteholders or (c) any suit instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date).

Section 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension Law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such Law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such Law had been enacted.

Section 5.15 Action on Notes or Hedge Agreements. The Indenture Trustee’s right to seek and recover judgment on the Notes, the Hedge Agreements or under this Indenture shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture. Neither the lien of this Indenture nor any rights or remedies of the Indenture Trustee, the Noteholders or the Hedge Counterparties shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Collateral or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with Section 5.04(b).

Section 5.16 Performance and Enforcement of Certain Obligations.

(a) The Issuer shall take all such lawful action as the Indenture Trustee, at the direction of the Majority Noteholders, shall request to compel or secure the performance and observance by any of the Related Entities of their respective obligations under or in connection with the Basic Documents, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Basic Documents to the extent and in the manner directed by the Indenture Trustee, at the direction of the Majority Noteholders.

(b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and at the direction (which direction shall be in writing) of the Majority Noteholders shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the Presidio Parties under or in connection with the Basic Documents, and to give any consent, request, notice, direction, approval, extension or waiver under the Basic Documents, as the case may be, and any right of the Issuer without that direction to take such action shall be suspended.

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01 Duties of Indenture Trustee.

(a) If an Event of Default has occurred and is continuing, the Indenture Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except as directed in writing by the Majority Noteholders, any other percentage of Noteholders required hereby or during the continuance of an Event of Default:

(i) the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the other Basic Documents to which it is a party and no implied covenants or obligations shall be read into this Indenture or such other Basic Documents against the Indenture Trustee; and

(ii) in the absence of gross negligence or willful misconduct on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; however, in the case of certificates or opinions specifically required by any provision of this Indenture to be furnished to it, the Indenture Trustee shall examine the certificates and opinions to determine whether or not they conform on their face to the requirements of this Indenture (but need not confirm or investigate the accuracy of any mathematical calculations or other facts stated therein).

(c) The Indenture Trustee may not be relieved from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful misconduct, except that:

(i) this paragraph does not limit the effect of paragraph (b) of this Section 6.01;

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by the Indenture Trustee unless it is proved that the Indenture Trustee was grossly negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.11.

(d) Every provision of this Indenture that in any way relates to the Indenture Trustee is subject to this Section 6.01 and Section 6.02.

(e) The Indenture Trustee shall not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(f) Money held on behalf of the Noteholders by the Indenture Trustee need not be segregated from other funds except to the extent required by Law or the terms of this Indenture or the Management Services Agreement.

(g) No provision of this Indenture shall require the Indenture Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or indemnity satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the performance of, any of the obligations of the Manager or the Back-up Manager under this Indenture or the Basic Documents.

(h) The Indenture Trustee shall have no duty (i) to see to any recording, filing, or depositing of this Indenture or any agreement referred to herein or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling or redepositing of any thereof or otherwise to monitor the perfection, continuation of perfection or the sufficiency or validity of any security interest related to the Collateral, (ii) to see to any insurance or (iii) subject to the other provisions of this Indenture and the Basic Documents, to see to the payment or discharge of any tax, assessment, or other governmental charge or any lien or encumbrance of any kind owing with respect to, assessed or levied against, any part of the Collateral.

(i) The Indenture Trustee shall not be charged with knowledge of any Default, Event of Default, Manager Termination Event, Material Event or breach of representation or warranty unless either (1) a Responsible Officer of the Indenture Trustee shall have actual knowledge of such Default, Event of Default or breach of representation or warranty or (2) written notice of such Default, Event of Default or breach of representation or warranty shall have been given to a Responsible Officer of the Indenture Trustee in accordance with the provisions of this Indenture. For the avoidance of doubt, receipt by the Indenture Trustee of a Payment Date Report shall not constitute actual knowledge of any breach of representation or warranty.

Section 6.02 Rights of Indenture Trustee.

(a) The Indenture Trustee may conclusively rely on any document believed by it to be genuine and to have been signed or presented by the proper person.

(b) Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate of the Issuer or an Opinion of Counsel. The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed absent gross negligence or willful misconduct by it hereunder.

(d) The Indenture Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers; provided, that the Indenture Trustee’s conduct does not constitute willful misconduct or gross negligence.

(e) The Indenture Trustee may consult with counsel (which may be counsel to the Issuer, the Noteholders and/or the Hedge Counterparties), accountants and other experts of its own selection, and the advice or opinion of such counsel, accountants and other experts with respect to legal or other matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel, accountants and other experts.

(f) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto or to honor the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee security or indemnity satisfactory to it against the reasonable costs, expenses, disbursements, advances and liabilities which might be incurred by it, its agents and its counsel in compliance with such request or direction.

(g) The Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document (including electronic communications), unless requested in writing to do so by the Holders of Notes representing at least 25% of any Class of Notes; provided that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require indemnity satisfactory to the Indenture Trustee in its reasonable discretion against such cost, expense or liability as a condition to taking any such action.

(h) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture or any other Basic Document to which it is a party shall not be construed as a duty or obligation, and the Indenture Trustee shall not be answerable under this Indenture or any other Basic Document to which it is a party for anything other than its gross negligence or willful misconduct in the performance of such act.

(i) The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Indenture Trustee in each of its capacities hereunder, and each agent, custodian and other Person engaged by the Indenture Trustee to act hereunder. In connection with its actions under any other Basic Document to which it is a party, the Indenture Trustee shall also be afforded all of the rights, privileges, protections, immunities and benefits given to it herein, including, without limitation, its right to be indemnified, as if set forth in full therein, mutatis mutandis.

(j) In no event shall the Indenture Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, any act or provision of any present or future law or regulation or governmental authority, strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, pandemics or quarantines, and interruptions, loss or malfunctions of utilities, communications or computer (hardware or software) systems and services, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility; it being understood that the Indenture Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(k) In no event shall the Indenture Trustee be liable (i) for special, consequential, indirect or punitive damages (including lost profits), (ii) for the acts or omissions of its nominees, correspondents, clearing agencies or securities depositories and (iii) for the acts or omissions of brokers or dealers even if the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(l) In no event shall the Indenture Trustee be liable for the failure to perform its duties hereunder if such failure is a direct or proximate result of another party’s failure to perform its obligations hereunder.

(m) As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Indenture Trustee shall be entitled to receive and may for all purposes hereof conclusively rely on a certificate, signed by a Responsible Officer of any duly authorized Person, as to such fact or matter, and such certificate shall constitute full protection to the Indenture Trustee for any action taken or omitted to be taken by it in good faith reliance thereon.

(n) Any Opinion of Counsel requested by the Indenture Trustee shall be an expense of the party requesting the Indenture Trustee to act or refrain from acting or otherwise shall be an expense of the Issuer.

(o) The Indenture Trustee or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Indenture Trustee’s economic self-interest for (i) serving as investment adviser, administrator, shareholder servicing agent, custodian or sub-custodian, (ii) using Affiliates to effect transactions in certain investments (if directed) and (iii) effecting transactions in certain investments (if directed). Such compensation shall not be considered an amount that is reimbursable or payable to the Indenture Trustee as part of the compensation hereunder.

(p) Neither the Indenture Trustee nor the Issuer shall be responsible for the acts or omissions of the other, it being understood that this Indenture shall not be construed to render them partners, joint venturers or agents (unless expressly set forth herein) of one another.

(q) The Indenture Trustee shall not have any obligation or liability to take any action or to refrain from taking any action hereunder that requires written direction in the absence of such written direction as provided hereunder.

(r) The Indenture Trustee shall not be required to give any bond or surety with respect to the execution of the trust created hereby or the powers granted hereunder.

(s) The Indenture Trustee may, from time to time, request that the Issuer deliver a certificate (upon which the Indenture Trustee may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or any other Basic Document together with a specimen signature of such authorized officers; provided, however, that from time to time, the Issuer may, by delivering to the Indenture Trustee a revised certificate, change the information previously provided by it pursuant to this Section 6.02(s), but the Indenture Trustee shall be entitled to conclusively rely on the then current certificate until receipt of a superseding certificate.

(t) Except for notices, reports and other documents expressly required to be furnished to the Holders or the Hedge Counterparties by the Indenture Trustee hereunder, the Indenture Trustee shall not have any duty or responsibility to provide any Holder with any information concerning the transaction contemplated hereby, the Issuer, the servicer or any other parties to any other Basic Document which may come into the possession of the Indenture Trustee or any of its officers, directors, employees, representatives or attorneys in fact.

(u) If at any time the Indenture Trustee is served with any arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process which in any way affects this Indenture, the Notes, the Collateral or any part thereof or funds held by it (including, but not limited to, orders of attachment or garnishment or other forms of levies or injunctions), it shall be authorized to comply therewith in any manner as it or its legal counsel of its own choosing deems appropriate; and if the Indenture Trustee complies with any such arbitral, judicial or administrative order, judgment, award, decree, writ or other form of arbitral, judicial or administrative process, the Indenture Trustee shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, award, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

(v) The Indenture Trustee shall not have any obligation to monitor compliance by the Issuer of its obligations under or with respect to any Hedge Agreement.

Section 6.03 Individual Rights of Indenture Trustee. The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with the same rights it would have if it were not Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

Section 6.04 Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Issuer in the Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

Section 6.05 Notice of Material Event. Unless provided by Issuer (or the Manager on its behalf) on an earlier date, if a Material Event occurs and is continuing and if it is actually known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each Noteholder, each Hedge Counterparty, the Back-Up Manager and each Rating Agency notice of the Material Event within five (5) days after receipt of such actual knowledge.

Section 6.06 Reports by Indenture Trustee. The Indenture Trustee shall make available within a reasonable period of time after the end of each calendar year to each Noteholder and each Hedge Counterparty such information furnished to the Indenture Trustee as may be required to enable such Holder or such Hedge Counterparty to prepare its federal and state income tax returns. On or before each Payment Date, the Indenture Trustee will post a copy of the statement or statements provided to the Indenture Trustee pursuant to Section 8.08 hereof with respect to the applicable Payment Date on its internet website promptly following its receipt thereof, for the benefit of the Noteholders, the Hedge Counterparties and Rating Agencies, and upon written request provide a copy thereof to each Hedge Counterparty and the Rating Agencies. The Indenture Trustee will post copies of the items provided to the Indenture Trustee pursuant to Section 7.01 hereof and the Reserve Report provided pursuant to Section 8.05 hereof on its internet website promptly following its receipt thereof, for the benefit of the Noteholders, the Hedge Counterparties and Rating Agencies, and upon written request provide a copy thereof to each Hedge Counterparty and the Rating Agencies. The Indenture Trustee’s internet website shall initially be located at “https://sfvault.umb.com”. The Indenture Trustee may change the way the statements and information are posted or distributed in order to make such distribution more convenient and/or accessible for such Noteholders, the Hedge Counterparties and the Rating Agencies, and the Indenture Trustee shall provide on the website timely and adequate notification to all parties regarding any such change.

Section 6.07 Compensation and Indemnity. The Issuer shall pay to the Indenture Trustee from time to time reasonable compensation for its services as agreed between the Issuer and the Indenture Trustee in writing from time to time (including as set forth in the Indenture Trustee Fee Letter). The Indenture Trustee’s compensation shall not be limited by any Law on compensation of a trustee of an express trust. The Issuer shall reimburse the Indenture Trustee for all reasonable and documented out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the Indenture Trustee’s agents, counsel, accountants and experts; provided that reimbursement for expenses and disbursements of any legal counsel to the Indenture Trustee may be subject to any limitations separately agreed upon in writing before the date hereof between the Manager and the Indenture Trustee. The Issuer shall indemnify the Indenture Trustee for, and hold it and its officers, directors, employees, representatives and agents harmless against any and all loss, liability, claim, damage or expense (including reasonable and documented legal and consulting fees and expenses and including, without limitation, any legal fees, costs and expenses incurred in connection with any enforcement (including any action, claim or suit brought) by the Indenture Trustee of any indemnification or other obligation of the Issuer or the Manager) incurred by it in connection with the administration of this Indenture and the performance of its duties hereunder, including with respect to any Environmental Liabilities, compliance with Environmental Laws and the generation, use, presence or release of Hydrocarbons or Hazardous Substances. The Indenture Trustee shall, to the extent practicable and not prohibited by a court order or other operation of law, notify the Issuer and the Manager promptly of any claim of which the Indenture Trustee has received written notice for which it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Manager shall not relieve the Issuer or the Manager of its obligations hereunder. The Issuer shall defend any such claim, and the Indenture Trustee may have separate counsel in connection with the defense of any such claim and the Issuer shall pay the fees and expenses of such counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct or gross negligence.

The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture. When the Indenture Trustee incurs fees or expenses after the occurrence of a Default specified in Section 5.01(a)(v) or 5.01(a)(vi) with respect to the Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar Law.

Section 6.08 Replacement of Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee may resign at any time with thirty (30) days’ prior written notice by so notifying the Issuer (with a copy to each Rating Agency, the Noteholders and each Hedge Counterparty). The Majority Noteholders may remove the Indenture Trustee with thirty (30) days’ prior written notice by so notifying the Indenture Trustee, the Hedge Counterparties and Holdings and may appoint a successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

SEC Form 424B3 filed by Presidio Production Company