Exhibit 4.9

Execution Version

INDENTURE

among

MNR ABS ISSUER I, LLC,

as Issuer

MNR ABS AGENT CORP.,

as AgentCorp

and

UMB BANK, N.A.

as Indenture Trustee, Note Registrar, Paying Agent and Securities Intermediary

Dated as of October 26, 2023

4135-9059-6169.10

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01Definitions2

ARTICLE II

THE NOTES

Section 2.01Notes3

Section 2.02Registration of Transfer and Exchange of Notes3

Section 2.03Book-Entry Notes9

Section 2.04Mutilated, Destroyed, Lost or Stolen Notes11

Section 2.05Persons Deemed Owner12

Section 2.06Certification by Note Owners12

Section 2.07Notes Issuable in Series12

Section 2.08Payment of Principal and Interest13

Section 2.09Cancellation14

Section 2.10Release of Collateral14

Section 2.11Tax Treatment15

Section 2.12CUSIP and Private Placement Numbers15

Section 2.13Additional Notes16

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01Organization and Good Standing17

Section 3.02Authority; No Conflict18

Section 3.03Legal Proceedings; Orders19

Section 3.04Compliance with Laws and Governmental Authorizations19

Section 3.05Compliance with Leases19

Section 3.06Material Liabilities20

Section 3.07Employee Benefit Plans20

Section 3.08Use of Proceeds; Margin Regulations20

Section 3.09Existing Indebtedness; Future Liens20

Section 3.10Foreign Assets Control Regulations, Etc20

Section 3.11Status under Certain Statutes21

Section 3.12Single Purpose Entity22

Section 3.13Solvency22

Section 3.14Security Interest22

ARTICLE IV

COVENANTS

Section 4.01Payment of Principal and Interest22

Section 4.02Maintenance of Office or Agency23

Section 4.03Money for Payments to Be Held on behalf of the Secured Parties23

Section 4.04Compliance With Law23

Section 4.05Insurance23

Section 4.06No Change in Fiscal Year24

Section 4.07Payment of Taxes and Claims24

Section 4.08Existence24

Section 4.09Books and Records24

Section 4.10Performance of Material Agreements24

Section 4.11Maintenance of Lien25

Section 4.12Further Assurances25

Section 4.13Use of Proceeds26

Section 4.14Separateness26

Section 4.15Transactions with Affiliates28

Section 4.16Merger, Consolidation, Etc28

Section 4.17Lines of Business29

Section 4.18Economic Sanctions, Etc29

Section 4.19Liens29

Section 4.20Sale of Assets, Etc29

Section 4.21Permitted Indebtedness29

Section 4.22Amendment to Organizational Documents30

Section 4.23No Loans30

Section 4.24Permitted Investments; Subsidiaries30

Section 4.25Employees; ERISA30

Section 4.26Tax Treatment30

Section 4.27Hedging Requirements31

Section 4.28Replacement of Manager or Back-up Manager32

Section 4.29Manager Failure33

Section 4.30Characterization33

Section 4.31Amendments to Basic Documents33

Section 4.32Operator Account34

ARTICLE V

REMEDIES

Section 5.01Events of Default34

Section 5.02Acceleration of Maturity; Rescission and Annulment37

Section 5.03Collection of Indebtedness and Suits for Enforcement by Indenture

Trustee38

Section 5.04Remedies; Priorities41

Section 5.05Optional Preservation of the Assets42

Section 5.06Limitation of Suits43

Section 5.07Unconditional Rights of Hedge Counterparties and Noteholders to

Receive Principal and Interest43

Section 5.08Restoration of Rights and Remedies44

Section 5.09Rights and Remedies Cumulative44

Section 5.10Delay or Omission Not a Waiver44

Section 5.11Control by Noteholders44

Section 5.12Waiver of Past Defaults45

Section 5.13Undertaking for Costs46

Section 5.14Waiver of Stay or Extension Laws46

Section 5.15Action on Notes46

Section 5.16Performance and Enforcement of Certain Obligations46

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01Duties of Indenture Trustee47

Section 6.02Rights of Indenture Trustee49

Section 6.03Individual Rights of Indenture Trustee52

Section 6.04Indenture Trustees Disclaimer52

Section 6.05Notice of Manager Termination Events or Events of Default52

Section 6.06Reports by Indenture Trustee53

Section 6.07Compensation and Indemnity53

Section 6.08Replacement of Indenture Trustee54

Section 6.09Successor Indenture Trustee by Merger55

Section 6.10Appointment of Co-Indenture Trustee or Separate Indenture Trustee56

Section 6.11Eligibility; Disqualification57

Section 6.12Representations and Warranties of the Indenture Trustee57

ARTICLE VII

INFORMATION REGARDING THE ISSUER

Section 7.01Financial and Business Information58

Section 7.02Visitation60

ARTICLE VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01Deposit of Collections60

Section 8.02Establishment of Accounts61

Section 8.03Collection of Money66

Section 8.04Permitted Dispositions; Additional Assets66

Section 8.05Reserve Reports72

Section 8.06Distributions74

Section 8.07Liquidity Reserve Account; Operating Expenses80

Section 8.08Statements to Noteholders82

Section 8.09[Reserved.]85

Section 8.10[Reserved.]85

Section 8.11Original Documents85

Section 8.12Equity Contribution Cures85

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.01Supplemental Indentures without Consent of Noteholders86

Section 9.02Supplemental Indentures with Consent of Noteholders and Hedge

Counterparties87

Section 9.03Execution of Supplemental Indentures90

Section 9.04Effect of Supplemental Indenture91

Section 9.05Reference in Notes to Supplemental Indentures91

ARTICLE X

REDEMPTION OF NOTES

Section 10.01Redemption91

Section 10.02Form of Redemption Notice91

Section 10.03Notes Payable on Redemption Date92

ARTICLE XI

SATISFACTION AND DISCHARGE

Section 11.01Satisfaction and Discharge of Indenture92

Section 11.02Application of Trust Money94

Section 11.03Repayment of Monies Held by Paying Agent94

ARTICLE XII

MISCELLANEOUS

Section 12.01Compliance Certificates and Opinions, etc94

Section 12.02Form of Documents Delivered to Indenture Trustee95

Section 12.03Acts of Noteholders96

Section 12.04Notices, etc., to Indenture Trustee and Issuer96

Section 12.05Notices to Noteholders; Notices to Hedge Counterparties; Waiver97

Section 12.06Alternate Payment and Notice Provisions98

Section 12.07Effect of Headings and Table of Contents98

Section 12.08Successors and Assigns98

Section 12.09Severability99

Section 12.10Benefits of Indenture99

Section 12.11Legal Holidays99

Section 12.12GOVERNING LAW; CONSENT TO JURISDICTION99

Section 12.13Counterparts; Electronic Execution100

Section 12.14Recording of Indenture100

Section 12.15No Petition101

Section 12.16Waiver of Jury Trial101

Section 12.17Rating Agency Notice101

Section 12.18[Reserved]101

Section 12.19Extinguishment of Obligations101

Section 12.20Agency Agreement Acknowledgment102

APPENDIX ADefinitions

EXHIBIT A-1Form of Rule 144A Global Note

EXHIBIT A-2Form of Regulation S Global Note

EXHIBIT A-3Form of Definitive Note

EXHIBIT B-1Form of Transferor Certificate for Transfers of Beneficial Interests in

Regulation S Global Note for Beneficial Interests in Rule 144A Global

Note

EXHIBIT B-2Form of Transferor Certificate for Transfers of Beneficial Interests in

Rule 144A Global Note for Beneficial Interests in Regulation S Global

Note

EXHIBIT B-3Form of Transferee Certificate for Transfers of Definitive Notes to

Qualified Institutional Buyers

EXHIBIT B-4Form of Transferee Certificate for Transfers of Definitive Notes to

Institutional Accredited Investors

EXHIBIT B-5Form of Transferor Certificate for Transfers of Definitive Notes to

Qualified Institutional Buyers

EXHIBIT B-6Form of Transferor Certificate for Transfers of Definitive Notes to

Institutional Accredited Investors

EXHIBIT CForm of Noteholder Statement

EXHIBIT DP&A Reserve Trigger

THIS INDENTURE dated as of October 26, 2023 (as it may be amended, restated,

supplemented or otherwise modified and in effect from time to time, this Indenture) is entered

into by and among MNR ABS ISSUER I, LLC, a Delaware limited liability company (the

Issuer), MNR ABS AGENT CORP., a Delaware corporation (AgentCorp, and together with

the Issuer, the Restricted Parties), UMB BANK, N.A., a national banking association, as

indenture trustee and not in its individual capacity (in such capacity, the Indenture Trustee), as

note registrar and not in its individual capacity (in such capacity, the Note Registrar), as paying

agent and not in its individual capacity (in such capacity, the Paying Agent) and, as securities

intermediary and not in its individual capacity (the Securities Intermediary).

WHEREAS, the parties hereto have duly authorized the execution and delivery of

this Indenture to provide for the issuance from time to time by the Issuer of one or more Series of

Notes, issuable as provided in this Indenture and the applicable Series Supplement;

WHEREAS, it is hereby agreed between the Restricted Parties and the Indenture

Trustee, on behalf of itself, the Noteholders 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 Restricted Party hereby Grants to the Indenture Trustee on the Initial Closing

Date, and on, with respect to any Additional Assets, each date in which a Joinder Supplement

identifying such Additional Asset is entered into after the Initial Closing Date, as Indenture

Trustee, for the benefit of the Holders of the Notes, each Hedge Counterparty and the other Secured

Parties, all of such Restricted Partys right, title and interest, whether now or hereafter acquired,

and wherever located, in and to (a) the Assets identified in the Asset Purchase Agreement entered

into on the Initial Closing Date, any Additional Assets identified in any Joinder Supplement

entered into after the Initial Closing Date, and in each case, all monies received thereon and in

respect thereof as of or after the applicable Effective Time; (b) the Issuer Accounts, the Operator

Account and all funds on deposit therein, 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 Issuer Accounts and the Operator Account, from time to time,

including the Liquidity Reserve Account Initial Deposit, and in all investments and proceeds

thereof (including all income thereon); (c) the Asset Purchase Agreement (including such

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Restricted Partys right to exercise remedies against the Initial Sellers and any Additional Sellers

with respect to the Assets pursuant to the terms of the Basic Documents); (d) the Operating

Agreement, (e) the Management Services Agreement; (f) the Hedge Agreements; (g) the Back-up

Management Agreement; (h) the Guarantee and Security Agreement; (i) each other Basic

Document to which it is a party; (j) the representations, warranties and covenants contained in each

of the Basic Documents; (k) all accounts, chattel paper, commercial tort claims, deposit accounts,

documents, equity interests (including, with respect to the Issuer, the Issuers equity interests in

AgentCorp), accounts receivable, general intangibles, goods, instruments, investment property,

letter-of-credit rights, letters of credit, money, and oil, gas, and other minerals; and (l) all proceeds

of any and all of the foregoing and 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 (collectively, the Collateral).

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

The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes,

each Hedge Counterparty and the other 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 Holders of the Notes,

the Hedge Counterparties and the other 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 Asset Purchase Agreement. All references herein

to the Indenture or this Indenture are to this Indenture as it may be amended, restated,

supplemented or otherwise 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.

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ARTICLE II

THE NOTES

Section 2.01Notes.

(a)The Notes shall be substantially in the form attached as Exhibit A-1 and Exhibit

A-2, as applicable; provided, that any of the Notes may be issued with appropriate insertions,

omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon

such legend or legends, not inconsistent with the provisions of this Indenture, as may be required

to comply with any law or with rules or regulations pursuant thereto, or with the rules of any

securities market in which the Notes may be admitted to trading. Unless otherwise specified in the

Series Supplement for a Series of Notes, the Notes shall be issuable in book-entry form and in

accordance with Section 2.03(a), 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 Accredited Investors that are not Qualified Institutional Buyers will be

delivered in fully registered, certificated form substantially in the form attached as Exhibit A-3

(the Definitive Notes). The Notes shall be issued in minimum denominations specified in the

related Series Supplement.

(b)The Definitive Notes shall be executed by manual signature by an authorized

officer of the Issuer. Definitive Notes bearing the manual signatures of individuals who were at

any time authorized officers of the Issuer shall be entitled to all benefits under this Indenture,

notwithstanding that such individuals or any of them have ceased to hold such offices prior to the

authentication and delivery of such Definitive Notes or did not hold such offices at the date of such

Definitive Notes. The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate and

deliver any Definitive Notes executed by the Issuer for issuance pursuant to this Indenture. No

Definitive Note shall be entitled to any benefit under this Indenture, or be valid for any purpose,

however, unless there appears on such Definitive Note a certificate of authentication substantially

in the form provided for in Exhibit A-3 executed by the Indenture Trustee by the manual signature

of one of its Responsible Officers, and such certificate of authentication upon any Definitive Note

shall be conclusive evidence, and the only evidence, that such Definitive Note has been duly

authenticated and delivered hereunder. All Definitive Notes shall be dated the date of their

authentication.

(c)Subject to Section 2.13, the aggregate principal amount of the Notes which may

be authenticated and delivered under this Indenture shall be unlimited.

Section 2.02Registration of Transfer and Exchange of Notes.

(a)The Issuer may, at its own expense, appoint any Person with appropriate

experience as a securities registrar to act as the note registrar hereunder (the Note Registrar).

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

4

Note Registrar. The Note Registrar shall be subject to the same standards of care, limitations on

liability and rights to indemnity as the Indenture Trustee and the provisions of Section 6.07 shall

apply to the Note Registrar to the same extent that they apply to the Indenture Trustee and with

the same rights of recovery (other than the prudent person standard after an Event of Default). Any

Note Registrar appointed in accordance with this Section 2.02(a) may at any time resign by giving

at least 30 days advance written notice of resignation to the Indenture Trustee and the Issuer. The

Issuer may at any time terminate the agency of any Note Registrar appointed in accordance with

this Section 2.02(a) by giving written notice of termination to such Note Registrar.

At all times during the term of this Indenture, there shall be maintained at the office

of the Note Registrar a register (the Note Register) in which, subject to such reasonable

regulations as the Note Registrar may prescribe, the Note Registrar shall provide for the

registration of Notes and of transfers and exchanges of Notes as herein provided (or as set forth in

any Series Supplement with respect to the transfer and registration or de-registration of any

Uncertificated Note). The Issuer and the Indenture Trustee shall have the right to inspect the Note

Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a

certificate of the Note Registrar as to the information set forth in the Note Register.

(b)No transfer, sale, pledge or other disposition of any Note or interest therein shall

be made unless such 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.

If a transfer of any Note that constitutes a Definitive Note is to be made without

registration under the Securities Act (other than in connection with the initial issuance of a Series

of the Notes or a transfer of a Book-Entry Note to a successor Depositary as contemplated by

Section 2.03(c)), then such transfer shall not be registered by the Note Registrar unless the Note

Registrar receives (and, upon receipt, may conclusively rely upon) either: (i) a certification from

the Noteholder desiring to effect such transfer substantially in the form attached as Exhibit B-5, in

the case of a transfer to a Qualified Institutional Buyer, or Exhibit B-6, in the case of a transfer to

an Institutional Accredited Investor, and a certification from the prospective transferee

substantially in the form attached hereto as Exhibit B-3, in the case of a transfer to a Qualified

Institutional Buyer, or Exhibit B-4, in the case of a transfer to an Institutional Accredited Investor,

or (ii) an Opinion of Counsel to the effect that such transfer may be made without registration

under the Securities Act (which Opinion of Counsel shall not be an expense of the Issuer, the

Indenture Trustee or the Note Registrar in their respective capacities as such), together with the

written certification(s) as to the facts surrounding such transfer from the Noteholder desiring to

effect such transfer and/or such Noteholders prospective transferee on which such Opinion of

Counsel is based.

If a transfer of any interest in a Rule 144A Global Note is to be made without

registration under the Securities Act to a Person who will take delivery of such interest in the form

of an interest in a Regulation S Global Note, then the Note Owner desiring to effect such transfer

shall be required to deliver to the Note Registrar (i) a certification substantially in the form attached

as Exhibit B-2 and (ii) such written orders and instructions as are required under the Applicable

5

Procedures to direct the Indenture Trustee to approve the debit withdrawal of the account of a

Depositary Participant by a denomination of interests in such Rule 144A Global Note, and credit

the account of a Depositary Participant by a denomination of interests in such Regulation S Global

Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred.

6

Upon delivery to the Note Registrar of such certification and such orders and instructions, the

Indenture Trustee, subject to and in accordance with the Applicable Procedures, shall reduce the

denomination of the Rule 144A Global Note in respect of the applicable Class of Notes and

increase the denomination of the Regulation S Global Note for such Class by the denomination of

the beneficial interest in such Class specified in such orders and instructions. If a transfer of any

interest in a Rule 144A Global Note is to be made without registration under the Securities Act to

a Person who will take delivery of such interest in the form of an interest in such Rule 144A Global

Note, then the Note Owner desiring to effect such transfer shall be deemed to have represented

and warranted that the certifications set forth in Exhibit B-1 are, with respect to such transfer, true

and correct.

Any interest in a Rule 144A Global Note with respect to any Class of Book-Entry

Notes may be transferred by any Note Owner holding such interest to any Institutional Accredited

Investor (other than a Qualified Institutional Buyer) that takes delivery in the form of a Definitive

Note of the same Class as such Rule 144A Global Note upon delivery to the Note Registrar of

(i)(A) a certification from such Note Owners prospective transferee substantially in the form of

Exhibit B-4, or (B) an Opinion of Counsel to the effect that such transfer may be made without

registration under the Securities Act (which Opinion of Counsel shall not be an expense of the

Issuer, the Indenture Trustee or the Note Registrar in their respective capacities as such), together

with the written certification(s) as to the facts surrounding such transfer from the Noteholder

desiring to effect such transfer and/or such Noteholders prospective transferee on which such

Opinion of Counsel is based, and (ii) such written orders and instructions as are required under the

Applicable Procedures to direct the Indenture Trustee to approve the debit withdrawal of the

account of a Depositary Participant by the denomination of the transferred interests in such Rule

144A Global Note. Upon delivery to the Note Registrar of such certification or Opinion of Counsel

and such orders and instructions, the Indenture Trustee, subject to and in accordance with the

Applicable Procedures, shall reduce the denomination of such Rule 144A Global Note by the

denomination of the transferred interests in such Rule 144A Global Note specified in such orders

and instructions, and shall cause a Definitive Note of the same Class as such Rule 144A Global

Note, and in a denomination equal to the reduction in the denomination of such Rule 144A Global

Note, to be executed, authenticated and delivered in accordance with this Indenture to the

applicable transferee.

Except as provided in the next sentence, on and prior to the Release Date, a

beneficial interest in a Regulation S Global Note for any Class of Book-Entry Notes may be

transferred only to a Person who takes delivery in the form of a beneficial interest in such

Regulation S Global Note. On and prior to the Release Date, a Note Owner holding an interest in

a Regulation S Global Note desiring to effect a transfer to a Person who takes delivery of such

interest in the form of a beneficial interest in the Rule 144A Global Note for such Class of Notes

shall be required to deliver to the Note Registrar (i) a certification substantially in the form attached

as Exhibit B-1 and (ii) such written orders and instructions as are required under the Applicable

Procedures to direct the Indenture Trustee to approve the debit withdrawal of the account of a

Depositary Participant by a denomination of interests in such Regulation S Global Note, and credit

the account of a Depositary Participant by a denomination of interests in such Rule 144A Global

Note, that is equal to the denomination of beneficial interests in the Class of Notes to be transferred.

7

Upon delivery to the Note Registrar of such certification and such orders and instructions, the

Indenture Trustee, subject to and in accordance with the Applicable Procedures, shall reduce the

8

denomination of the Regulation S Global Note in respect of the applicable Class of Notes and

increase the denomination of the Rule 144A Global Note for such Class by the denomination of

the beneficial interest in such Class specified in such orders and instructions. On or prior to the

Release Date, beneficial interests in the Regulation S Global Note for each Class of Book-Entry

Notes may be held only through Euroclear or Clearstream.

None of the Issuer, the Indenture Trustee or the Note Registrar shall be obligated

to register or qualify any Class of Notes under the Securities Act or any other securities law or to

take any action not otherwise required under this Indenture to permit the transfer of any Note or

interest therein without registration or qualification. Any Noteholder or Note Owner desiring to

effect a transfer, sale, pledge or other disposition of any Note or interest therein shall, and does

hereby agree to, indemnify the Parent, Holdings, the Issuer, the Indenture Trustee, the Manager,

the Back-up Manager, and the Note Registrar against any liability that may result if such transfer,

sale, pledge or other disposition is not exempt from the registration and/or qualification

requirements of the Securities Act and any applicable state securities laws or is not made in

accordance with such federal and state laws.

(c)No transfer of any Note or any interest therein shall be made to any Plan or to

any Person who is directly or indirectly acquiring such Note on behalf of, as fiduciary of, as trustee

of, or with the assets of, a Plan, except in each such case, in accordance with the following

provisions of this Section 2.02(c). Any attempted or purported transfer of a Note in violation of

this Section 2.02(c) will be null and void and vest no rights in any purported transferee.

Each purchaser and transferee (and its fiduciary, if applicable) of a Note (other than

an ERISA Restricted Note) is deemed to represent and warrant that either: (i) it is not acquiring

and will not hold such Note (or interest therein) with the assets of a Plan or (ii) the acquisition and

holding of such Note (or interest therein) will not give rise to a nonexempt prohibited transaction

under Section 406 of ERISA or Section 4975 of the Code or result in a violation of any similar

law.

Each purchaser and transferee (and its fiduciary, if applicable) of an ERISA

Restricted Note is deemed to represent and warrant that it is not acquiring and will not hold such

Note (or interest therein) with the assets of a Benefit Plan Investor or Plan subject to a law that is

substantially similar to Title I of ERISA or Section 4975 of the Code.

The Note Registrar shall not register the transfer of a Note that constitutes a Book-

Entry Note to a successor Depositary as contemplated by Section 2.03(c) or the transfer of an

interest in a Book-Entry Note that following such purported transfer will constitute a Definitive

Note unless the Note Registrar has received from the prospective transferee a certification as to

the foregoing, as applicable. It is hereby acknowledged that either of the forms of certification

attached B-3 and Exhibit B-4 is acceptable for purposes of the preceding sentence.

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

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attached as Exhibit B-3 and Exhibit B-4 as provided for above) shall obtain from its prospective

transferee a certification that (a) 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 (b) the transfer is exempt

from registration requirements under the Securities Act.

(d)Unless an Event of Default has occurred and is continuing, no transfer of any

Note or any interest therein shall be made to any Unpermitted Assignee or to any Person who is

directly or indirectly acquiring such Note on behalf of, as fiduciary of, as trustee of, or with the

assets of, any Unpermitted Assignee. Any attempted or purported transfer of a Note in violation

of this Section 2.02(d) will be null and void and vest no rights in any purported transferee. The

Note Registrar shall not register the transfer of a Note that constitutes a Definitive Note or the

transfer of an interest in a Book-Entry Note that following such purported transfer will constitute

a Definitive Note unless, if no Event of Default has occurred and is continuing, the Note Registrar

has received from the prospective transferee a certification that such prospective transferee is not

an Unpermitted Assignee and is not directly or indirectly acquiring or holding such Note or any

interest in such Note on behalf of, as fiduciary of, as trustee of, or with assets of, an Unpermitted

Assignee.

It is hereby acknowledged that either of the forms of certification attached as

Exhibit B-1 and Exhibit B-2 is acceptable for purposes of the preceding sentence.

(e)If a Person is acquiring a Note as a fiduciary or agent for one or more accounts,

such Person shall be required to deliver to the Note Registrar a certification to the effect that, and

such other evidence as may be reasonably required by the Note Registrar or the Issuer to confirm

that, it has (i) sole investment discretion with respect to each such account and (ii) full power to

make the applicable foregoing acknowledgments, representations, warranties, certifications and/or

agreements with respect to each such account as set forth in subsections (b)

and/or (c), as appropriate, of this Section 2.02.

(f)Subject to the preceding provisions of this Section 2.02, upon surrender for

registration of transfer of any Note at the offices of the Note Registrar maintained for such purpose

(or as set forth in any Series Supplement with respect to the transfer and registration or de-

registration of any Uncertificated Note), one or more new Notes of authorized denominations of

the same Class and Series evidencing a like aggregate principal balance shall (except in the case

of Uncertificated Notes) be executed, authenticated and delivered, in the name of the designated

transferee or transferees, in accordance with Section 2.01(b).

(g)At the option of any Noteholder, its Notes may be exchanged for other Notes

of authorized denominations of the same Class and Series evidencing a like aggregate principal

balance, upon surrender (or de-registration) of the Notes to be exchanged (or deregistered) at the

offices of the Note Registrar maintained for such purpose. Whenever any Notes are so surrendered

for exchange (or de-registration), the Notes which the Noteholder making the exchange (or request

for de-registration) is entitled to receive shall be executed, authenticated and delivered (or

registered in the case of Uncertificated Notes) in accordance with Section 2.01(a) or (b), as

applicable.

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(h)Every Note (other than Uncertificated Notes) presented or surrendered for

transfer or exchange shall (if so required by the Note Registrar) be duly endorsed by, or be

accompanied by a written instrument of transfer in a form satisfactory to, the Note Registrar duly

executed by the Noteholder thereof or his attorney duly authorized in writing, with such signature

guaranteed by an eligible guarantor institution meeting the requirements of the Note Registrar,

which requirements include membership or participation in the Securities Transfer Agent

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.

(i)No service charge shall be charged 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.

(j)All Notes surrendered for transfer and exchange shall be physically canceled

by the Note Registrar, and the Note Registrar shall dispose of such canceled Notes in accordance

with its standard procedures.

(k)None of the Parent, the Manager, the Operator, Holdings, the Issuer, the

Manager, the Back-up Manager, the Indenture Trustee, the Note Registrar or any agent of any of

the foregoing shall have any responsibility for any actions taken or not taken by the Depositary.

(l)The Indenture Trustee and the Note Registrar shall have no responsibility or

obligation to any Person with respect to the accuracy of the books or records, or the acts or

omissions, of the Depositary or its nominee or of any Depositary Participant, with respect to any

Ownership Interest in the Notes or with respect to the delivery to any Person (other than the

Depositary) of any notice (including any notice of prepayment) or the payment of any amount,

under or with respect to the Notes. All notices and communications to be given to the Holders and

all payments to be made to the Holders hereunder shall be given or made only to or upon the order

of the Holders (which shall be the Depositary or its nominee in the case of a Book-Entry Note).

The rights of Note Owners in any Book-Entry Note shall be exercised only through the Depositary

subject to the customary procedures of the Depositary. The Indenture Trustee may rely and shall

be fully protected in relying upon information furnished by the Depositary.

(m)The Indenture Trustee and the Note Registrar shall have no 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.

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(n)The Note Registrar shall provide to each of the other parties hereto, upon

reasonable written request and at the expense of the requesting party, an updated copy of the Note

Register.

(o)[Reserved].

(p)No Tax Restricted Note or interest therein shall be owned by, and no transfer,

sale or other disposition of any Tax Restricted Note or interest therein may be made to a Person

who is other than a U.S. Person that has provided the Indenture Trustee and the Manager with a

properly completed and signed IRS Form W-9 (or applicable successor form). No Tax Restricted

Note shall be sold in offshore transactions in reliance on Regulation S and/or designated as a

Regulation S Note.

(q)Each Noteholder, by its acceptance of a Tax Restricted Note (or beneficial

interest therein), covenants, represents and agrees with the Issuer that (a) the Noteholder is not and

will not become, for U.S. federal, and applicable state and local, income tax purposes, a

partnership, S corporation, or grantor trust (each such entity a flow-through entity) or (b) if the

Noteholder is or becomes a flow-through entity, then (1) none of the direct or indirect beneficial

owners of any of the interests in such flow-through entity has or ever will have more than 50% of

the value of its interest in such flow-through entity attributable to the beneficial interest of such

flow-through entity in such Tax Restricted Notes, other interests (direct or indirect) in the Issuer,

or any interests created under this Indenture and (2) it is not and will not be a principal purpose of

the arrangement involving the flow-through entity's beneficial interest in any Tax Restricted Note

to permit any entity to satisfy the 100-partner limitation of Section 1.7704-1(h)(1)(ii) of the U.S.

Treasury Regulations necessary for such entity not to be classified as a publicly traded partnership

for U.S. federal income tax purposes.

(r)Tax Restricted Notes shall not be sold or transferred to any Person unless (i) the

Note Registrar and the Manager have received on the date of such sale or transfer a Qualifying

Debt Opinion with respect to such Notes or (ii) the restrictions described in Section 2.02(p) shall

have been complied with.

(s)Each transferor of a Tax Restricted Note or an interest therein shall be deemed

to have agreed to deliver to the transferee, with a copy to the Indenture Trustee, prior to the transfer

of such Tax Restricted Note or an interest therein, a properly completed certificate, in a form

reasonably acceptable to the transferee and the Issuer, stating, under penalty of perjury, the

transferors United States taxpayer identification number and that the transferor is not a foreign

person within the meaning of Section 1445(b)(2) and Section 1446(f)(2) of the Code (such

certificate, a Non-Foreign Status Certificate). Each transferor of a Tax Restricted Note or an

interest therein will be deemed to understand that the failure to provide a Non-Foreign Status

Certificate to the transferee may result in withholding on the amount realized on its disposition of

the Tax Restricted Note.

(t)Each Person acquiring a Tax Restricted Note shall comply with the limitations,

representations and covenants set forth in Section 2.02(p)-(s). Any attempted transfer in

contravention of Sections 2.02(p)-(s) will be void ab initio and the purported transferor will

continue to be treated as the owner of the Tax Restricted Note.

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Section 2.03Book-Entry Notes.

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(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 Sections 2.02(b) and 2.02(c), 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 (other

than Tax Restricted 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 Depositarys 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 Accredited Investor that

is not a Qualified Institutional Buyer. 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

Depositarys 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,

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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

15

authenticated in accordance with Section 2.01(b) 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 Mutilated, Destroyed, Lost or Stolen Notes. 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, that if any such destroyed, lost or stolen Note, but

not a mutilated Note, shall have become or within seven 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.

Upon the issuance of any replacement Note under this Section, the Issuer shall pay

to the Indenture Trustee any reasonable expenses in connection therewith, and 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.

Every replacement Note issued pursuant to this Section 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.

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The provisions of this Section 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 2.05 Persons Deemed Owner. Prior to due presentment for

registration of transfer of any Note, the Issuer, the Indenture Trustee and any agent of the

Issuer or the Indenture Trustee may, as of the day of determination, treat the Person in whose

name any Note is registered 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, the Indenture Trustee or any

agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

Section 2.06Certification by Note Owners.

(a)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 2.02(c).

(b)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 2.07 Notes Issuable in Series. The Notes of the Issuer may be issued

in one or more Series subject to satisfaction of the applicable conditions set forth in

Section 2.13. 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 (other than with respect to Uncertificated Notes, which shall

be registered) under this Indenture (except for Notes authenticated and delivered (or with respect

to Uncertificated Notes, registered) upon registration of transfer of, in exchange for, or in lieu of,

other Notes of such Series pursuant to Section 2.02 or 2.04);

(c)the rate or rates at which the Notes of such Series shall bear interest, if any, 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)whether the Notes of such Series are Uncertificated Notes, Book-Entry Notes

or Definitive Notes; and

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(e)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 IX).

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 shall satisfy the requirements of

Section 2.13 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 2.08Payment of Principal and 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 with respect to any Class of Notes, on the Outstanding Principal Balance of such Notes

immediately prior to the related Payment Date.

(i)Other than with respect to the Controlling Class, 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

the Indenture, and the failure to pay such Note Interest shall not be an Event of

Default. Any such unpaid Note Interest on any 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. Regardless of whether any Class of Notes is the Controlling

Class, to the extent that funds are not available on any Payment Date to pay

previously accrued Note Interest that was deferred at a time when such Class

was not the Controlling Class, 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.

(b)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 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 Legal Final

Maturity Date (and except for the Optional Redemption Price for any Note called for redemption

pursuant to Section 10.01) which shall be payable as provided in Section 2.08(e).

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(c)On each Payment Date, any applicable Principal Distribution Amount, any

Excess Amortization Amount or any amount payable following the occurrence and during the

continuance of a Senior Diversion Event will 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.

Any Principal Distribution Amount for any Series of Notes will be set forth in the related Series

Supplement.

(d)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 Legal

Final Maturity 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 10.02.

Section 2.09 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,

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 2.10 Release of Collateral. (a) Subject to Section 12.01 and the terms

of the Basic Documents, the Indenture Trustee shall release property from the lien of this

Indenture only in accordance with the terms of the Indenture and upon receipt of (A) an Issuer

Order accompanied by an Officers 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

precedent to such release have been satisfied and (B) in the event the Issuer requests a release

of all or substantially all of the Collateral not otherwise expressly permitted by this Indenture,

prior written consent to such release from each Hedge Counterparty and each Holder of Class

A Notes. With respect to clause (B) in the foregoing sentence, any such release of Collateral

shall require ten (10) Business Days advance written notice from the Issuer to each Hedge

Counterparty and each Noteholder.

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(b) In connection with the release of any property described above, the Indenture

Trustee shall, pursuant to an Issuer Order, execute instruments prepared by or on behalf of the

Issuer in order to release such property from the lien of this Indenture, or convey the Indenture

Trustees interest in the same, in a manner and under circumstances that are consistent with the

provisions of this Indenture.

Section 2.11Tax Treatment.

(a)The Issuer has entered into this Indenture, and the Notes will be issued, with

the intention that, for all purposes including U.S. federal, state and local income, single business

and franchise Tax and any other Tax imposed on, or measured by, income, the Notes are treated

as indebtedness secured by the Collateral. The Issuer, by entering into this Indenture, each

Noteholder, by its acceptance of a Note, and each holder of a beneficial interest in the Note, by

purchasing or otherwise acquiring an interest in a Note, agree to treat the Notes for all purposes

including U.S. federal, state and local income, single business and franchise Tax and any other

Tax imposed on, or measured by, income as indebtedness (other than those Notes or Ownership

Interests that are, at any time, held by any Section 385 Related Party to the extent that a different

treatment may be required by law or regulation as a result of the relationship between the Issuer

and such Section 385 Related Party or unless otherwise provided in the applicable Series

Supplement).

(b)Each Noteholder, by its acceptance of a Note (or beneficial interest therein),

agrees to provide and shall provide to the Indenture Trustee, the Note Registrar and/or the Issuer

(or other Person responsible for withholding of Taxes) with the Noteholder FATCA Information

and Noteholder Tax Identification Information, and shall update or replace such Noteholder

FATCA Information and Noteholder Tax Identification Information as necessary at any time

required by law or promptly upon request. Further, each Noteholder is deemed to understand,

acknowledge and agree that the Indenture Trustee and the Issuer (or other Person responsible for

withholding of Taxes) have the right to deduct and withhold on payments with respect to a Note

and such amounts deducted or withheld shall be treated as paid to such Noteholder (without any

corresponding gross-up) where the Noteholder or another applicable party fails to comply with the

requirements set forth in the preceding sentence or otherwise establish a complete exemption from

withholding, or the Indenture Trustee or the Issuer (or other Person responsible for withholding of

Taxes) is otherwise required to so withhold under applicable law.

Section 2.12 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 such

Private Placement Numbers or CUSIP numbers 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 or CUSIP 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 shall promptly notify

the Indenture Trustee and each Noteholder in writing of any change in such Private

Placement Numbers or CUSIP numbers.

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Section 2.13Additional Notes.

The Issuer may, at any time and from time to time, after the Initial Closing Date

issue additional Notes of a new Series (Additional Notes) in the manner set forth in Section 2.07

pursuant to a Series Supplement, in one or more Classes that may rank (other than with respect to

Class A Notes) 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 (c)(ii), clauses (d) through (i), and clause (k) shall have been

satisfied with respect to such issuance:

(a)the relative payment priority of such Additional Notes of a particular Class to

the Continuing Notes, if any, of the Class of Notes bearing the same alphabetical Class designation

(regardless of Series or date of issuance) shall be determined in accordance with the Applicable

Payment Priority;

(b)each Rating Agency then rating any Continuing Notes shall have confirmed that

immediately after the issuance of any 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;

(c)such Additional Notes are rated by a Rating Agency and (i) such ratings 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+ by Fitch (or otherwise the equivalent rating by

at least one of by DBRS, Moodys, KBRA or S&P), after giving effect to the issuance thereof, (A)

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 (B) fifteen percent

(15%) of the aggregate Outstanding Amount (determined inclusive of all Additional Notes and

Continuing Notes);

(d)immediately prior to and immediately following such issuance, no Material

Event shall have occurred and be continuing;

(e)such issuance shall not, in the reasonable opinion of the Manager, be reasonably

expected to have a Material Adverse Effect;

(f)no breakage or termination amounts in connection with any Hedge Agreement

are then due and unpaid;

(g)after giving effect to the issuance of such Additional Notes and any concurrent

acquisition of Additional Assets, the following conditions are satisfied as evidenced by

calculations and reasonable supporting information set forth in an Officers Certificate delivered

in connection with such issuance: (1) the Pro Forma Senior DSCR is equal to or greater than 1.35x,

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(2) the Pro Forma Aggregate DSCR is equal to or greater than 1.15x, (3) the Aggregate LTV will

not be greater than 64%, and (4) the Senior LTV will not be greater than 55%;

(h)the Issuer shall have entered into such additional Hedge Agreements as are

required by Section 4.27;

(i)the Key Person Condition and the Tangible Net Worth Test shall be satisfied as

of the date of issuance of such Additional Notes; and;

(j)the Indenture Trustee and each Hedge Counterparty shall have received

certificates and legal opinions substantially of the same scope as those delivered in connection

with those Notes issued as of the Initial Closing Date;

(k)the Issuer and the Indenture Trustee receive an Opinion of Counsel (which

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 Initial Closing Date) 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;

(l)no breakage or termination amounts (including Over Hedged Payments) are

then owed in connection with any Hedge Agreement;

(m)any other conditions relating to the issuance of Additional Notes set forth in any

Series Supplement for any Outstanding Series of Notes are satisfied; and

(n)the Indenture Trustee shall have received an Officers 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 Maverick Parties under the

Basic Documents are true and correct in all material respects as of the date of such issuance.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each Restricted Party represents and warrants as of the Initial Closing Date and as of the

date of issuance of any Additional Notes as follows:

Section 3.01Organization and Good Standing. Each Restricted Party (i) is

duly organized, validly existing, and in good standing under the laws of the State of Delaware,

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(ii) is in good standing under every state in which it is qualified to do business and (iii) has

23

full 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 3.02Authority; No Conflict.

(a)The execution, delivery, and performance of this Indenture and the Basic

Documents and the entering into and performance of the Contemplated Transactions have been

duly and validly authorized in accordance with the Organizational Documents of each Restricted

Party, as applicable. This Indenture has been duly executed and delivered by each Restricted Party

and all instruments executed and delivered by such Restricted Party at or in connection with the

applicable Closing Date have been duly executed and delivered by such Restricted Party. This

Indenture constitutes the legal, valid, and binding obligation of each Restricted Party, enforceable

against such Restricted Party in accordance with its terms, except as such enforceability may be

limited by applicable bankruptcy 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 any Restricted Party, nor the consummation or performance of the Contemplated

Transactions or Basic Documents by such Restricted Party, 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 such Restricted Party, as

applicable, or (B) any resolution adopted by the board of directors, board of

managers, stockholders, members, or partners of such Restricted Party, 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 any of the transactions contemplated by 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

such Restricted Party, or any of the Assets, may be subject;

(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; or

(iv)result in the imposition or creation of any Encumbrance

or give rise to any breach, right of termination, cancellation, or acceleration

under any of the terms, covenants, conditions, or provisions of, or constitute a

default or a termination event under, any Lease, Contract, note, bond, mortgage,

indenture, license, or other material agreement with respect to any of the Assets,

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other than any Encumbrance or Lien arising in favor of the Indenture Trustee

pursuant to the Basic Documents.

Section 3.03 Legal Proceedings; Orders. There is no pending Proceeding

against any Restricted Party or any of its Affiliates (a) that relates to or may affect any of the

Collateral; or (b) that challenges, or that may have the effect of preventing, delaying, making

illegal, or otherwise interfering with, any of the Contemplated Transactions or the Basic

Documents. To each Restricted Partys Knowledge, (x) no Proceeding of the type referenced

above has been Threatened, (y) there is no Order adversely affecting the use or ownership of

the Collateral to which any Restricted Party, or any of the Collateral, 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, if

determined adversely to a Restricted Party, could result in a material diminution of the

benefits contemplated by this Indenture, the Basic Documents or the Contemplated

Transactions.

Section 3.04Compliance with Laws and Governmental Authorizations.

(a)The Collateral has been owned in all material respects in accordance with all

Laws (other than Environmental Laws) of all Governmental Bodies having or asserting jurisdiction

relating to the ownership and operation thereof, including the production of all Hydrocarbons

attributable thereto.

(b)All necessary Governmental Authorizations with regard to the ownership of the

Restricted Parties interest in the Assets have been obtained and no violations exist or have been

recorded in respect of such Governmental Authorizations.

(c)Neither the Restricted Parties nor any of their Affiliates have received any

written notice of any violation of any laws or of any Governmental Authorization in connection

with the ownership of the Assets that has not been corrected or settled, and there are no Proceedings

pending or, to the Knowledge of any Maverick Party, Threatened that might result in any material

modification, revocation, termination or suspension of any Governmental Authorization or which

would require any material corrective or remedial action by such Restricted Party or any of its

Affiliates in connection with the Collateral.

Section 3.05 Compliance with Leases. Except as set forth on Schedule 3.05,

each Restricted Party is in compliance in all material respects with each Lease and Mineral

Interest to the extent relating to the Collateral, including all express and implied covenants

thereunder. No written demands or notices of default or non-compliance or dispute (including

those received electronically) with respect to a Lease or Mineral Interest to the extent relating

to the Collateral have been issued to or received by any Restricted Party that remain uncured

or outstanding.

Section 3.06 Material Liabilities. The Restricted Parties do not have any

material liabilities other than Permitted Indebtedness.

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Section 3.07 Employee Benefit Plans. Neither the Restricted Parties nor, 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 Notes hereunder (i) to finance a portion of the purchase price of

the Assets, (ii) to fund the Liquidity Reserve Account, (iii) to pay transaction fees and

expenses related to the issuance of the Notes, and (iv) for general limited liability company

purposes. After the Initial Closing 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. 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 3.09Existing Indebtedness; Future Liens.

(a)The Restricted Parties have no outstanding Indebtedness other than Permitted

Indebtedness. There are no outstanding Liens on any property of either Restricted Party other than

Permitted Liens.

(b)Except for Permitted Liens, the Restricted Parties have not agreed or

consented to cause or permit any of its property, whether now owned or hereafter acquired, to be

subject to a Lien that secures Indebtedness or to cause or permit in the future (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, the Restricted Parties are not a party to, or

otherwise subject to any provision contained in, any instrument evidencing Indebtedness of a

Restricted Party, 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 a Restricted Party.

Section 3.10Foreign Assets Control Regulations, Etc.

(a)Neither Restricted Party nor any Controlled Entity (i) is a Blocked Person,

(ii)has been notified that its name appears or may in the future appear on a State Sanctions List or

(iii)to each Restricted Partys Knowledge, is a target of sanctions that have been imposed by the

United Nations or the European Union.

(b)Neither Restricted Party nor any Controlled Entity (i) has violated or been

found in violation of, or been charged or convicted under, any Trade Control Laws or (ii) has been

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notified that it is, or to its Knowledge is subject to any actions, suits, proceedings, inquiries or

investigations by any Governmental Body with respect to any Trade Control Laws.

(c)No part of the proceeds from the sale of the Notes hereunder:

(i)constitutes or will constitute funds obtained on behalf of

any Blocked Person or will otherwise be used by a Restricted Party or any

Controlled Entity, directly or knowingly indirectly, (A) in connection with any

investment in, or any transactions or dealings with, any Blocked Person,

(B) for any purpose that would cause any Noteholder to be in violation of any

Economic Sanctions Laws, or (C) otherwise in violation of any Economic

Sanctions Laws;

(ii)will be used, directly or knowingly indirectly, in

violation of, or cause any Noteholder to be in violation of, any applicable Anti-

Money Laundering Laws; or

(iii)will be used, directly or knowingly indirectly, 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 Noteholder to be in violation of, any applicable Anti-

Corruption Laws.

(d)Each Restricted Party and its Affiliates maintains procedures and controls

which are reasonably designed (and otherwise comply with applicable Law) to ensure that each

Restricted Party and each Controlled Entity is and will continue to be in compliance with all

applicable Trade Control Laws.

Section 3.11 Status under Certain Statutes. None of the Issuer, AgentCorp,

Holdings nor the pool of Collateral are subject to regulation under the Investment Company

Act of 1940, the Public Utility Holding Company Act of 2005, the ICC Termination Act of

1995, or the Federal Power Act. Neither the Issuer nor Holdings is (i) a commodity pool

as defined in Section 1a(10) of the Commodity Exchange Act or any rule or regulation relating

thereto or any interpretation thereof by the Commodity Futures Trading Commission or (ii) a

financial end-user as defined in either 17 CFR § 23.151 or 12 CFR § 349.2. None of

Holdings, the Issuer or the pool of Collateral is registered or required to be registered as an

investment company under the Investment Company Act of 1940, as amended, pursuant to

Section 3(c)(9) thereof, although additional exclusions or exemptions may be available to the

Issuer. None of the Issuer, Holdings or the transactions contemplated under this Indenture

constitutes a covered fund for purposes of Section 619 of the Dodd-Frank Wall Street

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Reform and Consumer Protection Act, Pub. L. No. 111-203, 124 Stat. 1376 (2010), also

known as the Volcker Rule.

Section 3.12 Single Purpose Entity. Each Restricted Party (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.

Section 3.13 Solvency. The Restricted Parties, on a consolidated basis, 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. No Restricted Party intends to incur, or believes

that it will incur, debts beyond its ability to pay such debts as they become due. No Restricted

Party believes that it will be rendered insolvent by the execution and delivery of, and

performance of its obligations under, this Indenture, the Notes and the other Basic Documents

to which it is a party. No Restricted Party 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

and the Guarantee and Security Agreement create in favor of the Indenture Trustee, on behalf of

the Noteholders, the Hedge Counterparties and other Secured Parties, as security for the Secured

Obligations and for the performance of the provisions of this Indenture and the other Basic

Documents, 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 Restricted Parties in, to, and under the Collateral.

Upon the filing 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.

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 and this Indenture. Without limiting the foregoing, subject to and in accordance

with the Priority of Payments or the Special Priority of Payments, as applicable, 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

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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

29

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 shall maintain 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 the Priority of Payments or the Special Priority of Payments, as applicable, 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 under the

Hedge Agreements shall be paid over to the Issuer except as provided in Section 8.06.

Section 4.04 Compliance With Law. Each Restricted Party 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, in each case, to the extent necessary to ensure

that non-compliance with such Laws, ordinances or governmental rules or regulations or

failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other

Governmental Authorizations would not, individually or in the aggregate, reasonably be

expected to have a Material Adverse Effect.

Section 4.05 Insurance. From and after the Initial Closing Date, each

Restricted Party 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 each Restricted Party shall use commercially

reasonable efforts to within sixty (60) days after the Initial Closing Date, and in any event

within ninety (90) days after the Initial Closing Date shall cause, the Indenture Trustee to be

named as a loss payee (in the case of property insurance) or an additional insured (in the case

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of liability insurance). For the avoidance of doubt, any proceeds received by any Restricted

Party or the Manager for the benefit of a Restricted Party with respect to any claim under such

insurance policy shall be deemed to be Collections with respect to the Collection Period in

which such proceeds are received and deposited into the Collection Account within two (2)

Business Days of receipt. Amounts paid to a Restricted Party or received for the benefit of a

Restricted Party as insurance proceeds shall be deemed Excess Amounts and applied in

accordance with Section 8.06(e) hereof.

Section 4.06 No Change in Fiscal Year. Without the consent of the Majority

Noteholders, each Restricted Party shall not permit its fiscal year to end on a day other than

December 31, change its method of determining fiscal quarters or make, 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 Noteholders or the Hedge Counterparties.

Section 4.07 Payment of Taxes and Claims. Each of the Restricted Parties

and Holdings will file all U.S. federal, 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 Tax 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 such Restricted Party or Holdings, provided that such Restricted Party need not

pay any such Tax, assessment, charge, levy or claim if the amount, applicability or validity

thereof is contested in good faith by such Restricted Party on a timely basis via appropriate

proceedings and with adequate reserves established and maintained therefor in accordance

with GAAP.

Section 4.08 Existence. Each Restricted Party will at all times preserve and

keep (i) its limited liability company or corporate existence, as applicable, in full force and

effect and (ii) all foreign qualifications of such Restricted Party and all rights and franchises

of such Restricted Party unless, in the case of clause (ii), to the best of its knowledge after

reasonable investigation such Restricted Party 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. Each Restricted Party will maintain or

cause to be maintained proper books of record and account in conformity with GAAP and all

applicable requirements of any Governmental Body having legal or regulatory jurisdiction

over such Restricted Party. Each Restricted Party will keep or cause to be kept books, records

and accounts which, in reasonable detail, accurately reflect all transactions and dispositions

of assets. Each Restricted Party or one of its Affiliates has devised a system of internal

accounting controls sufficient to provide reasonable assurances that such Restricted Partys

books, records, and accounts accurately reflect all transactions and dispositions of assets, and

such a system shall be maintained.

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Section 4.10 Performance of Material Agreements. From and after the Initial

Closing Date, each Restricted Party will at all times (i) observe and perform all obligations,

covenants and agreements to be performed by it under, and comply with all conditions under,

each material agreement including each Lease to which it is or becomes a party in accordance

with the terms thereof and (ii) 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. Each Restricted Party shall punctually perform and observe all of its

obligations and agreements contained in this Indenture, the other Basic Documents to which

it is a party and each other instrument and agreement included as part of the Collateral. No

Restricted Party shall take any action or permit any action to be taken by others which would

release any Person from any of such Persons 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 as ordered by a bankruptcy or other court or as expressly provided in this Indenture,

the other Basic Documents or such other instrument or agreement.

Section 4.11 Maintenance of Lien. From and after the Initial Closing Date

and for so long as the Notes and Hedge Agreements are outstanding, each Restricted Party

will, at its expense, 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 Restricted Party

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 requested by the Indenture Trustee in order to create, perfect and protect the Lien

of the Indenture Trustee on or in the Collateral. Each Restricted Party will promptly do,

execute, acknowledge and deliver, or promptly cause to be done, executed, acknowledged and

delivered, all such further acts, deeds, conveyances, mortgages, assignments, transfers and

assurances as the Majority Noteholders or the Indenture Trustee (at the written direction of

the Majority Noteholders or as directed by an opinion of counsel) or, if the Hedge

Counterparties are the Controlling Securities, the Majority Hedge Counterparties may

reasonably require for the creation, perfection and priority of the Liens being herein provided

for (subject to Permitted Liens). Each Restricted Party 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. Each Restricted Party 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 any Restricted

Party. Each Restricted Party acknowledges and agrees, on behalf of itself, that any such

32

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.

Section 4.13Use of Proceeds. The Issuer shall apply the proceeds of the sale

of the Notes solely as provided in Section 3.08.

Section 4.14Separateness.EachRestrictedPartyherebyrepresents,

warrants, and covenants that since its formation and at all times thereafter that:

(a)Each Restricted Party shall pay its debts and liabilities (including, as applicable,

shared personnel and overhead expenses) solely from its own assets as the same shall become due

and payable except for expenses paid on its behalf pursuant to arms length contractual

arrangements providing for operating, maintenance or administrative expenses.

(b)Each Restricted Party shall observe all limited liability company, corporate or

organizational formalities, maintain books, records, financial statements and bank accounts

separate from those of its Affiliates, except as expressly permitted by this Indenture and the other

Basic Documents. Each Restricted Partys assets shall not be listed as assets on the financial

statement of any other entity except as required by GAAP; provided, that, if any such Restricted

Partys assets shall be listed on the financial statements of any other entity as required by GAAP,

appropriate notation shall be made on any consolidated statements to indicate its separateness from

any Affiliates and to indicate that its 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 Restricted Party shall hold all of its assets in its own name and shall not

commingle its funds and other assets with those of any Affiliate, except for U.S. federal and

applicable state and local income tax purposes in the case of a Restricted Party that is treated as a

disregarded entity for such purposes.

(d)No Restricted Party shall conduct the business of or act on behalf of any other

Person (except as required by the Basic Documents).

(e)Each Restricted Party (i) shall at all times have at least one (1) duly elected

Independent Manager (in the case of the Issuer) or one (1) duly elected Independent Director (in

the case of AgentCorp) and (ii) so long as the Notes or Hedge Agreements remain outstanding,

shall not remove or replace any Independent Manager or Independent Director without Cause and

only after providing the Indenture Trustee, each Noteholder and each Hedge Counterparty with no

less than five (5) Business Days prior written notice of (A) any proposed removal of such

Independent Manager or Independent Director, and (B) the identity of the proposed replacement,

together with a certification that such replacement satisfies the requirements for an Independent

Manager or Independent Director in the organizational documents for such Restricted Party and

this Indenture. No Restricted Party will institute proceedings to be adjudicated bankrupt or

33

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 such Restricted Party or any substantial

part of its property, or make an assignment for the benefit of creditors, or admit in writing its

inability to pay its 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 (in the case of the Issuer) or at least one (1) duly elected Independent

Director (in the case of AgentCorp).

(f)Other than in AgentCorps capacity as agent for the Issuer pursuant to the

Agency Agreement, each Restricted Party will hold itself out to the public and all other Persons

as, a legal entity separate and distinct from any other Person (including any Affiliate), 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 such Restricted Party (except for tax or accounting purposes). Other than in

AgentCorps capacity as agent for the Issuer pursuant to the Agency Agreement, each Restricted

Party shall conduct and operate its business in its own name.

(g)No Restricted Party shall permit its name to be used by any Affiliate of such

Restricted Party in the conduct of such Affiliates business, and shall not use the name of any

Affiliate in the conduct of such Restricted Partys business except as contemplated by the Agency

Agreement.

(h)Each Restricted Party shall 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, to the extent

there is sufficient cash flow from the Assets to do so, shall pay any Taxes required to be paid by it

under applicable law solely from its own funds.

(i)Each Restricted Party shall maintain its assets, including the Collateral, in such

a manner that it would not be unreasonably costly or difficult to identify, segregate or ascertain its

assets from those of any other Person.

(j)Each Restricted Party shall comply with Section 4.15 hereof.

(k)Other than pursuant to the Agency Agreement, no Restricted Party shall hold

out its credit or assets as being available to satisfy the debts or other obligations of others nor

guarantee the debts or other obligations of any Person.

(l)No Restricted Party shall grant a security interest in its assets to secure the

obligations of any other Person, in each case, except any security interest granted by a Restricted

Party to secure the Secured Obligations as required pursuant to the Basic Documents.

(m)Each Restricted Party intends to maintain, adequate capital in light of its

contemplated business purpose, transactions, and liabilities (provided, that no member of such

34

Restricted Party shall have any obligation to make any contribution of capital to such Restricted

Party).

(n)[Reserved].

(o)No Restricted Party shall, directly or indirectly, engage in any business or

activity other than the actions that are both (i) required or permitted to be performed under its

Organizational Documents and (ii) permitted by the terms of the Basic Documents.

(p)No Restricted Party shall 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 under its Organizational Documents and (ii) permitted by the Basic Documents;

(q)No Restricted Party shall make or permit to remain outstanding any loan or

advance to, or own or acquire any stock or securities of, any Person, other than the Issuers

ownership of AgentCorp.

(r)Each Restricted Party shall maintain complete records of all transactions

(including all transactions with any Affiliate).

(s)Each Restricted Party shall comply with all requirements of applicable Law

regarding its operations and shall comply with the provisions of this Indenture and its

Organizational Documents (including, without limitation, all separateness provisions herein and

therein).

(t)The Issuer shall not form, acquire, or hold any Subsidiary other than

AgentCorp, and AgentCorp shall not form, acquire, or hold any Subsidiary.

(u)Each Restricted Party will maintain a sufficient number of employees (if any)

in light of its contemplated business operations and will pay the salaries of its own employees (if

any) only from its own funds.

(v)Each Restricted Party shall use separate stationery, invoices, and checks bearing

its own name.

(w)Each Restricted Party shall comply with each of the assumptions made with

respect to it in any non-consolidation opinion, and the certifications contained in any certificate

referred to therein, delivered by counsel in connection with the transactions contemplated by the

Basic Documents.

Section 4.15 Transactions with Affiliates. No Restricted Party shall enter

into directly or indirectly any contract, agreement or 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 any Affiliate (other than another Restricted Party), except in

the ordinary course of its business pursuant to enforceable agreements on terms which are

intrinsically fair, commercially reasonable and substantially similar to those of an arms-

length transaction with an unrelated third party.

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Section 4.16 Merger, Consolidation, Etc. Neither the Restricted Parties nor

Holdings will enter into a Division or 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. No Restricted Party shall 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, that no Restricted Party shall engage in any

business or activity or enter into any contractual arrangement which would (i) subject the

Holders or any Hedge Counterparty to regulation or oversight by any Governmental Body

(other than the Governmental Bodies which regulate insurance companies and, following

foreclosure, regulations applicable to assets held as a result of such foreclosure) or cause the

Holders or any Hedge Counterparty to breach any Law or regulation or guideline of any

Governmental Body or require Holders or any Hedge Counterparty to obtain a consent, waiver

or clarification by any Governmental Body or (ii) cause any of the representations and

warranties of the Restricted Parties contained in any of the Basic Documents to be inaccurate

as of the date made or deemed made.

Section 4.18 Economic Sanctions, Etc. None of the Restricted Parties nor

any Controlled Entity will (a) become (including by virtue of being owned or controlled by a

Blocked Person), own or control a Blocked Person, in violation of any Trade Control Laws

applicable to any party to this Indenture, (b) transact or deal with any Blocked Person that

would cause any party to this Indenture to be in violation of any Trade Control Laws, or (c)

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 any such Secured Party to be in violation of any applicable Trade Control Laws, or (ii) is

in violation of any Trade Control Laws.

Section 4.19 Liens. No Restricted Party shall, 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 for Permitted Liens.

Section 4.20 Sale of Assets, Etc. No Restricted Party shall 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 or to the Initial Sellers or any Additional Sellers, as applicable,

pursuant to Sections 4.02, 4.03 or 5.12 of the Asset Purchase Agreement.

Section 4.21 Permitted Indebtedness. No Restricted Party shall 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):

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(a)Indebtedness owing under this Indenture, the Notes or any other Basic

Document, including the 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, that (i) any such Indebtedness is subordinate in right of payment (and, if such

Indebtedness is secured, is secured by a Lien on the Collateral that is subordinate to the Lien of

the Indenture Trustee) to the obligations owing to the Hedge Counterparties and the Notes in all

respects and (ii) such Indebtedness is subordinate pursuant to documentation reasonably

acceptable to the Majority Hedge Counterparties and the Majority Noteholders.

Section 4.22 Amendment to Organizational Documents. No Restricted Party

shall, nor shall it permit, any party to, amend, modify or otherwise change (i) any special

purpose entity or separateness provisions in its Organizational Documents, (ii) any other

provision of its Organizational Documents, 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 Officers Certificate

of the Restricted Parties certifying thereto) or (iii) its jurisdiction of organization, its location

of principal place of business or its name, in each case, without the prior written consent of

the Majority Noteholders and the Majority Hedge Counterparties (such consent not be

unreasonably withheld, conditioned or delayed) and provided that all actions have been taken

to maintain the validity, perfection and first priority of the security interest and Lien on the

Collateral granted under this Indenture and the other Basic Documents in favor of the

Indenture Trustee.

Section 4.23 No Loans. No Restricted Party shall, directly or indirectly,

make any loan or advance to any Person, other than Permitted Investments.

Section 4.24 Permitted Investments; Subsidiaries. No Restricted Party shall

make any Investments other than (a) the Issuers owning the entire equity interest in

AgentCorp, (b) any Investment in Permitted Investments of monies in any Issuer Account, (c)

obligations of account debtors to a Restricted Party arising in the ordinary course of business,

and (d) Investments received as consideration from any Permitted Disposition. The Issuer will

not form, acquire or hold any Subsidiaries other than AgentCorp or enter into any partnership

or joint venture, and AgentCorp will not form, acquire or hold any Subsidiaries or enter into

any partnerships or joint ventures.

Section 4.25 Employees; ERISA. No Restricted Party shall 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, (i) make the election

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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, (ii) report to any Governmental Body on a Tax return or

otherwise that the Issuer is a publicly traded partnership or a taxable mortgage pool, in each

case, taxable as a corporation for U.S. federal income tax purposes or (iii) take any other

action that is reasonably likely to cause the Issuer to be treated as an association, publicly

traded partnership or taxable mortgage pool, in each case taxable as a corporation for U.S.

federal income tax purposes. 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 for all purposes

including federal, state and local income, single business and franchise Tax and any other Tax

imposed on or measured by income purposes, as indebtedness secured by the Collateral (other

than those Notes that are, at any time, held by any Section 385 Related Party to the extent that

a different treatment may be required by law or regulation as a result of the relationship

between the Issuer and such Party or unless otherwise provided in the applicable Series

Supplement).

Section 4.27Hedging Requirements.

(a)On the Initial Closing Date, the Issuer shall enter into and thereafter maintain

one or more Hedge Agreements and Hedging Transactions thereunder (including by way of

assignment and novation from the Maverick Parties to the Issuer) which establish a minimum price

level, to hedge at least (i) NYMEX Henry Hub: 85% of projected natural gas Hydrocarbon

production from the Assets through the five year anniversary of the Initial Closing Date, (ii)

NYMEX WTI: 85% of projected crude oil Hydrocarbon production from the Assets through the

five year anniversary of the Initial Closing Date, (iii) NGLs: 85% of projected natural gas liquid

Hydrocarbon production from the Assets through the three year anniversary of the Initial Closing

Date, and (iv) Gas Basis: 85% of projected natural gas Hydrocarbon production from the Assets

through the three year anniversary of the Initial Closing Date, and on or prior to each Quarterly

Determination Date, the Issuer will be required to add hedges, as needed, to maintain hedging on

at least 85% of projected production for each of natural gas, oil, NGLs, and gas basis volumes for

the lesser of (a) 24 months immediately following such Quarterly Determination Date (but not

prior to the dates specified above) and (b) the months remaining until the projected maturity of

each of the Class A and Class B Notes calculated using the most recent Reserve Report (the

Minimum Hedging Threshold).

(b)The Issuer (or the person or entity selling the Issuers production) may enter

into fixed price production sale agreements for the portion of its production that is not subject to

Hedging Transactions, but may not enter into Hedging Transactions or fixed price production sale

agreements if the combination of both would exceed 100% of its projected Hydrocarbon

production from the Assets, determined separately for natural gas, crude oil, natural gas liquids

and gas basis. Additionally, if at any time the aggregate projected Hydrocarbon production from

the Assets covered by Hedging Transactions or fixed price production sale agreements exceeds

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100% of projected Hydrocarbon production of the then producing Assets for any monthly period

as set forth in the most recently delivered Reserve Report (determined separately for natural gas,

crude oil, natural gas liquids and gas basis), then the Issuer within ten (10) Business Days after

such occurrence shall, take corrective steps to eliminate such over-hedging in any such monthly

period by terminating an appropriate portion of Hedging Transactions (or fixed price production

sale agreements), or entering into offsetting hedge positions that have the same effect or any

combination of the foregoing (such required actions, the Over Hedged Requirement).

(c)The Issuer shall not enter into any amendment to any Hedge Agreements if after

giving effect thereto, the requirements of this Section 4.27 would not be satisfied, and the Issuer

shall not be a party to any swap, derivative or other similar agreement, including without limitation,

any Hedge Agreement, for speculative purposes.

(d)The Issuer shall not early terminate or unwind any Hedge Agreement, or any

Hedging Transactions thereunder, other than (i) in accordance with Section 4.27(b), (ii) in the

Issuers 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 4.27 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 4.27(a), 4.27(b) and any

supplemental indenture, 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, be 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 provided that, to the extent that an amount up to such Issuer Hedge

Termination Receipt would otherwise be distributed to the Issuer pursuant to clause (xix) of the

Priority of Payments (after application of clauses (i) through (xviii) inclusive of the Priority of

Payments), then such amount (up to such Issuer Hedge Termination Receipt) shall be treated as an

Excess Amount and applied in accordance with Section 8.06(e). For the avoidance of doubt, any

determination of Excess Amounts owing pursuant to the foregoing proviso (and paid pursuant to

Section 8.06(e)) shall be determined after giving effect to amounts owing pursuant to clauses (i)

through (xviii) (inclusive) of the Priority of Payments on the applicable Payment Date.

Section 4.28Replacement 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 reasonably satisfactory to the Majority

Noteholders in accordance with the terms of the Management Services Agreement; provided that

if a Material Event has occurred and is continuing, the Majority Noteholders shall appoint the

successor Manager, which successor Manager shall be reasonably acceptable to the Majority

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Hedge Counterparties. The Issuer shall 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 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).

(b)In the event that the Back-up Manager shall resign, be terminated or otherwise

removed, the Issuer shall appoint a replacement back-up manager with the consent of the Majority

Noteholder (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 4.29 Manager Failure. If any Material Event shall arise from the

failure of the Manager to perform any of its duties or obligations under the Management

Services Agreement, the Issuer shall take all reasonable steps available to it to remedy such

failure, including any such reasonable steps as directed to take by the Majority Noteholders.

Section 4.30 Characterization. The Restricted Parties shall characterize (i)

the transfer of the Assets pursuant to the 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 (ii) the Grant of the

Collateral by the Restricted Parties 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 Restricted Party agrees that it shall not, (a) terminate,

amend, waive, supplement or otherwise modify any of, or consent to the assignment

(including any partial assignment) by any party of, the Basic Documents to which it is a party

(other than this Indenture) and (b) to the extent that such Restricted Party has the right to

consent to any termination, waiver, amendment, supplement or other modification of, or any

assignment (including any partial 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) if the rights of the Hedge Counterparties would be

materially and adversely affected by such termination, amendment, waiver, supplement or

other modification (including, but not limited to, modifications to the definition of Permitted

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Encumbrances as defined in the 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 the Majority Hedge Counterparties 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 Initial Closing Date. Notwithstanding the foregoing, a Restricted

Party 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 2.07 and Article IX hereof, but subject to any other conditions set

forth in Section 2.07 and Article IX hereof applicable thereto and under any of the other Basic

Documents.

Section 4.32 Operator Account. The Issuer shall cause the Operator Account

to at all times be subject to a Deposit Account Control Agreement. The Issuer will not,

directly or indirectly, create, incur, assume or permit to exist any Lien on the Operator

Account other than Permitted Liens.

ARTICLE V

REMEDIES

Section 5.01Events 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)(vii) and

(a)(viii) 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)the failure to pay all amounts due and owing on the

Notes of a Series in full by the applicable Legal Final Maturity Date or the

failure to pay when due and as required to be paid under this Indenture, any

amount of principal; provided, that the failure of the Issuer to pay any optional

41

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)default in the payment of interest on any Payment Date

on the Controlling Class of Notes when the same becomes due and payable, and

such default shall continue for a period of two (2) Business Days;

(iii)a failure by 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, or (B) Section 4.27(d) which failure with respect to clause (B) continues

for five (5) Business Days, or (C) to deliver the financial statements required

pursuant to Section 7.01(a) and (b) which failure continues for ten (10) Business

Days;

(iv)default by any Seller in the payment of any amount

under the Asset Purchase Agreement when the same becomes due and payable

by such Seller, and such default shall continue for a period of thirty (30) days or

a breach by any Seller of a material covenant under the Asset Purchase

Agreement and such breach shall continue for a period of thirty (30) days;

provided, that no breach will be deemed to exist to the extent that the Asset

Purchase Agreement sets forth an express remedy for the applicable covenant

and the applicable Seller has satisfied its obligations to provide such remedy;

(v)the failure to maintain a Senior IO DSCR of at least

1.20x as calculated on any Quarterly Determination Date;

(vi)default in the observance or performance of any

covenant or agreement of any Maverick Party made in any Basic Document to

which it is a party in any material respect (provided that if such covenant or

agreement contains a materiality qualifier, then the materiality qualifier in this

clause (vi) shall be of no effect) (other than a covenant or agreement, a default

in the observance or performance of which is specifically addressed elsewhere

in these Events of Default), or any representation or warranty of any Maverick

Party made in any Basic Document to which it is a party or in any certificate or

other writing delivered pursuant to or in connection with the Indenture proving

to have been incorrect in any material respect (provided that if such

representation or warranty contains a materiality qualifier, then the materiality

qualifier in this clause (vi) shall be of no effect) 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 after the earlier of (i) Knowledge of a Maverick Party of such

default or incorrect representation or warranty or (ii) receipt by the Issuer and

the applicable Maverick Party from the Indenture Trustee or receipt by the

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Issuer, the applicable Maverick Party and a Responsible Officer of the Indenture

Trustee from a Noteholder or a Hedge Counterparty, a written notice specifying

such default or incorrect representation or warranty and requiring it to be

remedied;

(vii)the filing of a decree or order for relief by a court

having jurisdiction in the premises in respect of any Maverick Party 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 a Maverick Party or for any substantial part

of the Collateral, or ordering the winding-up or liquidation of a Maverick

Partys affairs, and such decree or order shall remain unstayed and in effect

for a period of sixty (60) consecutive days;

(viii)the commencement by a Maverick Party 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 a Maverick Party to the

entry of an order for relief in an involuntary case under any such law, or the

consent by a Maverick Party to the appointment or taking possession by a

receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official

of a Maverick Party or for any substantial part of the Collateral, or the making

by a Maverick Party of any general assignment for the benefit of creditors, or

the failure by a Maverick Party generally to pay its debts as such debts become

due, or the taking of any action by a Maverick Party in furtherance of any of the

foregoing;

(ix)the failure of the Indenture Trustee, for the benefit of

the Noteholders, the Hedge Counterparties and the other Secured Parties, to

have a valid first-priority perfected security interest in any portion of the

Collateral in an aggregate amount which exceeds 2% of the PV-10 of the

Assets at such time (as reflected in the most recently delivered Reserve

Report);

(x)the Issuer shall become an association, a publicly traded

partnership or a taxable mortgage pool, that is, in each case, taxable as a

corporation for U.S. federal income tax purposes, or AgentCorp shall be treated

for U.S. federal income tax purposes as the owner of more than a de minimis

amount of the Collateral to which it holds legal title pursuant to the Agency

Agreement;

(xi)the filing of a non-appealable judgment, decree or order

for relief by a court having jurisdiction in the premises in respect of the Issuer,

AgentCorp or Holdings in excess of $500,000 or the Parent in excess of

$3,000,000 and, in each case, not discharged, satisfied or stayed within thirty

(30) days;

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(xii)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 earliest Closing Date of any Outstanding Series of

Notes, or the entry of a final, non-appealable judgment of a court of competent

jurisdiction that is rendered following the earliest Closing Date of any

Outstanding Series of Notes, which in either case, has a Material Adverse

Effect;

(xiii)an ERISA or tax lien is created that secures a due and

unpaid payment obligation of the Issuer or Holdings in excess of $500,000;

(xiv)any of the Manager, Operator, the Back-up Manager or

the Indenture Trustee shall be terminated, removed or resign, and is not

otherwise replaced, appointed or engaged (except as the result of an act or

omission of the Noteholders, the Hedge Counterparties or the Indenture

Trustee) within sixty (60) days of any such resignation, removal or termination

with a replacement satisfactory to the Majority Noteholders and the Majority

Hedge Counterparties (such consent to a replacement not to be unreasonably

withheld or conditioned);

(xv)the Issuer, AgentCorp, Holdings or the pool of

Collateral is required to be registered as an investment company under the

Investment Company Act;

(xvi)if no Notes are Outstanding, (A) an Event of Default or

Termination Event under any Hedge Agreement has occurred (whether

occurring prior to or after such time as no Notes are Outstanding), (B) an Early

Termination Date under any such Hedge Agreement has been designated in

connection therewith, or (C) any amounts remain unpaid in connection with any

such Early Termination Date; or

(xvii)a Change of Control that is not a Permitted Change of

Control or has not been approved by the Majority Noteholders.

(b)The Issuer shall deliver to (1) a Responsible Officer of the Indenture Trustee,

(2) each Noteholder, (3) each Hedge Counterparty, (4) the Back-up Manager, and (5) each Rating

Agency, within three (3) Business Days after Knowledge of the occurrence thereof, written notice

in the form of an Officers Certificate of any event which with the giving of notice and the lapse

of time would become an Event of Default under clause (a) 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 referred to under clause (a)(vi) above shall not constitute an Event of

Default after such thirty (30) day period if (x) the defaulting party 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 30 days, but could reasonably be expected to be

44

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 sixty (60) days); provided, that, an Event of Default pursuant

to clause (a)(vi) 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, the Issuer 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 shall provide the Indenture Trustee (if

such delay or failure is a result of a delay or failure by the Issuer), the Noteholders, the Hedge

Counterparties and the Back-up Manager 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 has occurred and is continuing, then and in every such case 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 AgentCorp (and to a Responsible Officer of the Indenture Trustee if given by

Noteholders) (a copy of which shall be provided by the Issuer to each Noteholder, 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, shall become immediately due and payable;

provided, that upon the occurrence of an Event of Default specified in Section 5.01(a)(vii) or

(viii) all the Notes shall 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)(vii) or (viii),

shall 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 hereinafter in this Article V provided, the Majority Noteholders, by written notice to

the Issuer, AgentCorp and a Responsible Officer of the Indenture Trustee (a copy of which shall

be provided by the Issuer to each Hedge Counterparty, the Manager, the Back-up Manager and

each Rating Agency), may rescind and annul such declaration and its consequences if:

(i)the Issuer or AgentCorp has paid or deposited with the

Indenture Trustee a sum sufficient to pay:

(A)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

(B)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

45

(ii)all 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

consequent thereto.

Section 5.03Collection 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 Noteholders, the Hedge Counterparties

and the other Secured Parties, (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

termination amounts and any other amounts owed thereunder and, in addition thereto, (3) such

further amount as shall be sufficient to cover the reasonable, documented and out of pocket 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 Noteholders, the Hedge Counterparties and the other 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

46

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 (A) the whole

amount of principal and interest owing and unpaid in respect of the Notes and

(B) any amounts owned and unpaid with respect to any of the Hedge

Agreements 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

other Secured Parties and of 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 or the Noteholders, the Hedge Counterparties and the other

Secured Parties 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, the Hedge Counterparties and the other Secured

Parties 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, the Hedge Counterparties or the

other Secured Parties, 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

47

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 Noteholders, the Hedge

Counterparties and the other Secured Parties.

(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 Noteholders, the Hedge

Counterparties and other Secured Parties, and it shall not be necessary to make any Noteholder,

Hedge Counterparty or other Secured Party a party to any such Proceedings (for the avoidance of

doubt, the Noteholders and the Hedge Counterparties may initiate certain proceedings consistent

with their rights pursuant to Section 5.07).

Section 5.04Remedies; Priorities.

(a)If an Event of Default shall have occurred and be 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 there on 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 termination payments and any other

amounts owed thereunder or under the other Basic Documents) 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;

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(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 Noteholders, the Hedge

Counterparties and the other 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, 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 5.01(a)(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, based on a reasonable determination made

by the applicable Hedge Counterparty, that would be due and payable 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 100% of the

Outstanding Amount of the Notes. In determining such sufficiency or

insufficiency with respect to clauses (A), (B) and (C), 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 within two (2) Business Days after receipt and identification thereof 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

the Noteholders, Hedge Counterparties and other Secured Parties pursuant to this Section. At least

15 days before such record date, the Issuer shall overnight mail to each Noteholder, each Hedge

Counterparty, the Indenture Trustee and the other Secured Parties 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

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commercially reasonably manner. Each Restricted Party and each Secured Party 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 Restricted Party and each Secured Party 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

its self, 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

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 Noteholders, the Hedge Counterparties and the other Secured Parties that there

be at all times sufficient funds for the payment of the Secured Obligations, 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:

(i)such Holder has previously given written notice to the

Indenture Trustee of a continuing Event of Default;

(ii)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;

(iii)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;

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(iv)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

(v)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 Noteholders, the Hedge Counterparties and the

other Secured Parties or to obtain or to seek to obtain priority or preference over any other Holders,

the Hedge Counterparties and the 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 and Interest and Payment 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 the 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 Holder 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 Hedge Counterparty or any Noteholder 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 Hedge

Counterparty or to such Noteholder, then and in every such case the Issuer, AgentCorp, the

Indenture Trustee, the Hedge Counterparties and the Noteholders 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 Hedge

Counterparties and the Noteholders 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 Hedge Counterparties, to the

Noteholders or to the other Secured Parties 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,

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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, any Hedge Counterparty or any other Secured

Party 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 Hedge Counterparties, to the Noteholders or to the other Secured

Parties may be exercised from time to time, and as often as may be deemed expedient, by the

Indenture Trustee, by the Hedge Counterparties, by the Noteholders or by the other Secured

Parties, 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:

(i)such direction shall not be in conflict with any rule of

law or with this Indenture;

(ii)such rights shall be subject to the express terms of

Section 5.04(a)(v);

(iii)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 100% of the Controlling Class to sell or liquidate

the Collateral shall be of no force and effect;

(iv)the Indenture Trustee may take any other action deemed

proper by the Indenture Trustee that is not inconsistent with such direction; and

(v)the Majority Noteholders (or such other percentage of

Noteholders expressly authorized to direct the Indenture Trustee in writing

hereunder) 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 and its consequences except a Default or

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Event of Default (a) in payment of principal of or interest on any of the Notes, (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)(vii) or 5.01(a)(viii). In the case of any such

waiver, the Issuer, AgentCorp, the Indenture Trustee, the Holders of the Notes, the Hedge

Counterparties and the other Secured Parties shall be restored to their former positions and

rights hereunder, respectively; but no such waiver shall extend to any subsequent or other

Default or Event of Default or impair any right consequent thereto.

Upon any such waiver, such Default or Event of Default 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 or Event of Default 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 Holders 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, documented and out of

pocket 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 shall not apply to (a) any suit instituted by the Indenture Trustee or (b) any suit

instituted by any Noteholder (including the Majority Noteholders) 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

Trustees 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, the Hedge Counterparties or the other

53

Secured Parties 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 5.16Performance and Enforcement of Certain Obligations.

(a)At the Managers expense, 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 Maverick Parties of such entitys obligations to the

Issuer or AgentCorp under or in connection with any of the Basic Documents, and to exercise any

and all rights, remedies, powers and privileges lawfully available to the Issuer under or in

connection with any of the Basic Documents to the extent and in the manner directed by the

Indenture Trustee, at the written direction of the Majority Noteholders, including but not limited

to the transmission of notices of default under the Management Services Agreement on the part of

the Manager thereunder, claims for indemnification by the Issuer against any Seller under the Asset

Purchase Agreement and the institution of legal or administrative actions or proceedings to compel

or secure performance by the Manager of its obligations under the Management Services

Agreement and by any Seller of its obligations under the Asset Purchase Agreement.

(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 or AgentCorp against any

Maverick Party under or in connection with the Basic Documents, including but not limited to the

right or power to take any action to compel or secure performance or observance by the Manager,

of its obligations to the Issuer under the Management Services Agreement or by any Seller, of its

obligations to the Issuer under the Asset Purchase Agreement, and to give any consent, request,

notice, direction, approval, extension or waiver under the Management Services Agreement or the

Asset Purchase Agreement or the other Basic Documents, as the case may be, and any right of the

Issuer to take such action shall be suspended.

ARTICLE VI

THE INDENTURE TRUSTEE

Section 6.01Duties 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 persons 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:

54

(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 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 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 paragraphs (a), (b), (c) and (g) of this Section.

(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

55

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 Material

Event or breach of representation or warranty unless either (1) a Responsible Officer of the

Indenture Trustee shall have actual knowledge of such Material Event or breach of representation

or warranty or (2) written notice of such Material Event 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

56

Payment Date Report shall not constitute actual knowledge of any breach of representation or

warranty.

(j)The Indenture Trustee is hereby directed to execute and deliver the Back-up

Management Agreement and each Deposit Account Control Agreement in connection with the

execution and delivery of this Indenture.

Section 6.02Rights 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

Officers 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 Officers 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 Trustees conduct does not constitute gross negligence or willful misconduct.

(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