PRESIDIO PRODUCTION Co

EX-99.1 · PRESS RELEASE, DATED JUNE 9, 2026

EX-99.1
 4
 ea029416801ex99-1.htm
 PRESS RELEASE, DATED JUNE 9, 2026

 Exhibit 99.1

 PRESIDIO ANNOUNCES $350 MILLION INVESTMENT GRADE ABS REFINANCING

 June 09, 2026 6:20pm EDT

 Refinancing lowers interest rate, reduces amortization,
and increases liquidity

 FORT WORTH, Texas--(BUSINESS WIRE)-- Presidio Production Company
(NYSE: FTW) ("Presidio" or the "Company"), a differentiated oil and gas operator focused on the acquisition and optimization
of mature, producing oil and natural gas assets in the United States, today announced the closing of a $350 million investment grade refinancing
of its prior asset-backed securitization (the “ABS”), at a weighted average coupon of 6.38%. The transaction reduced the Company’s
interest rate and reduced scheduled amortization, enhancing free cash flow available for dividends.

 The ABS was issued in two investment grade tranches: $175 million of
5.902% Class A-1 notes, and $175 million of 6.717% Class A-2 notes, each due in 2041. The ABS was issued at 184 basis points less than
the weighted average coupon of the Company’s prior ABS.

 Proceeds from the ABS were used to refinance Presidio's prior ABS,
to pay down $37 million drawn under the Company's reserve-based lending facility (the “RBL”), for $35 million of additional
hedges, and for expenses and general corporate purposes. Following the transaction, the RBL remains in place with a $65 million borrowing
base, and is available and undrawn.

 “This refinancing is a milestone that strengthens the foundation
of our business. We have lowered our cost of capital, reduced near-term interest and amortization, and created additional liquidity to
pursue growth, all while keeping our capital structure simple,” said Will Ulrich, Chairman and co-CEO of Presidio. “The refinancing
highlights the competitive advantage of a deep and efficient ABS end-market, which when paired with our ABS warehouse facility, provides
a complete solution for financing PDP acquisitions.”

 John Brawley, EVP & CFO of Presidio, added, “Lowering our
cost of capital is a significant competitive advantage in the PDP acquisition market. With a lower-cost capital structure in place, we
can underwrite acquisitions more aggressively than higher-cost buyers, while preserving the returns we deliver to shareholders. This positions
us to continue consolidating producing oil and gas assets on attractive terms.”

 Highlights of the ABS:

 ● $350 million aggregate principal amount issued across two investment
grade tranches (Class A-1 and Class A-2)

 ○ $263 million used to pay off existing ABS debt, accrued interest
and make-whole fees

 ○ $37 million used to pay down the Company's RBL ($65 million borrowing
base), which remains in place, available and undrawn following pay down

 ○ $35 million used for additional hedge protection

 ○ Remainder used for transaction fees, expenses and general corporate
purposes

 ● Weighted-average ABS coupon reduced by 184 bps (from 8.22% to
6.38%)

 ● Anticipated Repayment Date (“ARD”) structure implemented
to lower annual amortization in the first 5 years

 ● ABS structured with a master trust and innovative, first-of-its-kind
oil and gas ABS make-whole provisions to allow for asset dropdowns, efficient refinancing, and a simpler capital structure following
acquisitions

 ○ ABS redeemable at the Company's option at 102% prior to year
1, 101% prior to year 2, and 100% (par) thereafter

 Hedging Program

 The following table summarizes Presidio's commodity hedge position
as of the date of this release, reflecting the hedge restructuring executed concurrently with the closing of the ABS.

 2Q26
 3Q26
 4Q26
 1Q27
 2Q27
 3Q27
 4Q27
 FY28
 FY29
 Beyond

 Oil Swaps (1)

 Volume (MBbl)
 274
 272
 265
 254
 247
 241
 236
 883
 753
 933

 Avg. Strike ($/Bbl)
 $ 57.35
 $ 59.90
 $ 60.51
 $ 87.95
 $ 108.29
 $ 100.71
 $ 88.09
 $ 63.14
 $ 67.55
 $ 64.38

 Natural Gas Swaps

 Volume (BBtu)
 6,264
 6,208
 6,089
 5,808
 5,599
 5,524
 5,421
 20,523
 17,127
 47,417

 Avg. Strike ($/MMBtu)
 $ 6.23
 $ 5.56
 $ 5.53
 $ 5.06
 $ 4.44
 $ 3.42
 $ 3.74
 $ 3.55
 $ 3.57
 $ 3.49

 Natural Gas Basis Swaps

 Volume (BBtu)
 5,990
 5,956
 5,865
 5,009
 4,818
 4,765
 4,677
 17,724
 6,977
 —

 Avg. Strike ($/MMBtu)
 ($ 0.49 )
 ($ 0.59 )
 ($ 0.39 )
 $ 0.24
 ($ 0.58 )
 ($ 0.51 )
 ($ 0.39 )
 ($ 0.43 )
 ($ 0.55 )
 —

 NGL Swaps (1)

 Volume (MBbl)
 556
 545
 534
 517
 506
 456
 447
 1,487
 1,201
 1,316

 Avg. Strike ($/Bbl)
 $ 22.39
 $ 22.19
 $ 22.35
 $ 24.22
 $ 22.52
 $ 26.90
 $ 25.59
 $ 25.75
 $ 23.46
 $ 21.49

 2

 Advisors

 Cantor Fitzgerald served as sole structuring advisor and lead bookrunner,
Goldman Sachs served as joint placement agent, and Citizens Capital Markets, Inc. served as a co-manager. Sidley Austin LLP served as
issuer counsel, and Orrick, Herrington & Sutcliffe LLP served as noteholder counsel.

 About Presidio Production Company

 Headquartered in Fort Worth, TX, Presidio Production Company (NYSE:
FTW) is a yield-focused, differentiated oil and gas operator in the United States focused on the acquisition and optimization of producing
oil and natural gas wells, without drilling. Presidio is a leading operator of stable oil and gas wells across the Mid-Continent, applying
engineering expertise and AI-driven analytics to enhance performance and extend asset life. The Company's Class A common stock is listed
on the New York Stock Exchange under the ticker symbol "FTW". To learn more, visit https://bypresidio.com/.

 Cautionary Note Regarding Forward-Looking Statements

 The statements contained in this press release that are not purely
historical are forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our
expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The
words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking.

 The forward-looking statements contained in this press release are
based on our current expectations and beliefs concerning future developments and their potential effects on the Company. There can be
no assurance that future developments affecting the Company will be those that we have anticipated. These forward-looking statements speak
only as of the date this press release is actually delivered and involve a number of risks, uncertainties (some of which are beyond our
control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied
by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

 3

 Factors that may cause actual results to differ materially from current
expectations include, but are not limited to: (1) changes in applicable laws or regulations; (2) the possibility that the Company may
be adversely affected by other economic, business, and/or competitive factors; (3) changes in domestic and foreign business, market, financial,
political conditions, and in applicable laws and regulations; (4) the ability of the Company to build or maintain relationships with customers
and suppliers and retain its management and key employees; (5) risks related to commodity price volatility and its impact on cash flows
and dividend sustainability; (6) risks related to oil and gas operations, including production declines, operational challenges, and regulatory
changes; (7) risks related to the Company's ability to pay, maintain or increase dividend payments; and (8) other risk factors described
herein as well as the risk factors and uncertainties described in documents filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”), the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” and similar sections in its filings with the SEC, and any periodic Exchange Act reports filed with the SEC such as its
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. The recipient of this press release should
carefully consider the foregoing risk factors and the other risks and uncertainties which will be more fully described in the documents
filed by the Company from time to time with the SEC. If any of these risks materialize or the underlying assumptions prove incorrect,
actual results could differ materially from the results implied by these forward-looking statements.

 In addition, there may be additional risks that the Company presently
knows, or that it currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking
statements. Nothing in this communication should be regarded as a representation or warranty, either express or implied, by any person
that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking
statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are
made.

 In addition, the information contained in this press release is provided
as of the date hereof and may change, and the Company and its representatives and affiliates specifically disclaim any obligation to,
and do not intend to, update or revise any forward-looking statements, whether as a result of new information, inaccuracies, future events
or otherwise, except as may be required under applicable securities laws. Information contained on our website is not a part of or incorporated
into this press release.

 Notes:

 (1) NGL hedges include a combination of individual component hedges
and WTI hedges allocated to NGL volumes

 Source: Presidio Production Co. (NYSE: FTW)

 View source version on businesswire.com: https://www.businesswire.com/news/home/20260609401503/en/

 Presidio Media and Investor Contact:

 Presidio@icrinc.com

 Source: Presidio Production Company

 Released June 9, 2026

 4

EX-4.1 · SECOND AMENDED AND RESTATED INDENTURE, DATED JUNE 9, 2026, BY AND AMONG PRESIDIO

EX-4.1
 2
 ea029416801ex4-1.htm
 SECOND AMENDED AND RESTATED INDENTURE, DATED JUNE 9, 2026, BY AND AMONG PRESIDIO FINANCE LLC, AS ISSUER, PRESIDIO FINANCE NOMINEE CORP., AND UMB BANK, N.A., AS INDENTURE TRUSTEE

 Exhibit 4.1

 Execution Version

 SECOND
AMENDED AND RESTATED

INDENTURE

 among

 PRESIDIO
FINANCE LLC,

as Issuer

PRESIDIO FINANCE NOMINEE CORP.,

as Finance NomCo

 and

 UMB
Bank, N.A.

as Indenture Trustee, Paying Agent and Securities Intermediary

 Dated
as of June 9, 2026

 TABLE
OF CONTENTS

 Page

 ARTICLE I

 DEFINITIONS AND INCORPORATION BY REFERENCE

 Section 1.01
 Definitions
 2

 ARTICLE II

 THE NOTES

 Section 2.01
 Form
 3

 Section 2.02
 Execution, Authentication and Delivery
 3

 Section 2.03
 Book-Entry Notes.
 3

 Section 2.04
 Transfer Restrictions on Notes.
 4

 Section 2.05
 Registration; Registration of Transfer and Exchange
 8

 Section 2.06
 Mutilated, Destroyed, Lost or Stolen Notes
 10

 Section 2.07
 Persons Deemed Owner; Certification by Note Owners
 10

 Section 2.08
 Notes Issuable in Series
 11

 Section 2.09
 Payment of Principal and Interest; Defaulted Interest.
 11

 Section 2.10
 Cancellation
 12

 Section 2.11
 Release of Collateral
 13

 Section 2.12
 Reserved
 13

 Section 2.13
 Tax Treatment
 13

 Section 2.14
 CUSIP and Private Placement Numbers
 14

 Section 2.15
 Additional Notes
 14

 ARTICLE III

 REPRESENTATIONS AND WARRANTIES

 Section 3.01
 Organization and Good Standing
 15

 Section 3.02
 Authority; No Conflict.
 16

 Section 3.03
 Legal Proceedings; Orders
 17

 Section 3.04
 Compliance with Laws and Governmental Authorizations
 17

 Section 3.05
 Leases
 17

 Section 3.06
 Material Liabilities
 17

 Section 3.07
 Employee Benefit Plans
 17

 Section 3.08
 Use of Proceeds; Margin Regulations
 17

 Section 3.09
 Existing Indebtedness; Future Liens.
 17

 Section 3.10
 Foreign Assets Control Regulations, Etc.
 18

 Section 3.11
 Status under Certain Statutes
 18

 Section 3.12
 Single Purpose Entity
 18

 Section 3.13
 Solvency
 19

 Section 3.14
 Security Interest
 19

 i

 ARTICLE
 IV

 COVENANTS

 Section
 4.01
 Payment
 of Principal and Interest
 19

 Section
 4.02
 Maintenance
 of Office or Agency
 20

 Section
 4.03
 Money
 for Payments to Be Held on behalf of the Secured Parties
 20

 Section
 4.04
 Compliance
 with Law
 20

 Section
 4.05
 Insurance
 20

 Section
 4.06
 No
 Change in Fiscal Year
 20

 Section
 4.07
 Payment
 of Taxes and Claims
 21

 Section
 4.08
 Existence
 21

 Section
 4.09
 Books
 and Records
 21

 Section
 4.10
 Performance
 of Material Agreements
 21

 Section
 4.11
 Maintenance
 of Lien
 21

 Section
 4.12
 Further
 Assurances
 22

 Section
 4.13
 Use
 of Proceeds
 22

 Section
 4.14
 Separateness
 22

 Section
 4.15
 Transactions
 with Affiliates
 24

 Section
 4.16
 Merger,
 Consolidation, Etc
 25

 Section
 4.17
 Lines
 of Business
 25

 Section
 4.18
 Economic
 Sanctions, Etc
 25

 Section
 4.19
 Liens
 25

 Section
 4.20
 Sale
 of Assets, Etc
 25

 Section
 4.21
 Permitted
 Indebtedness
 25

 Section
 4.22
 Amendment
 to Organizational Documents
 26

 Section
 4.23
 No
 Loans
 26

 Section
 4.24
 Permitted
 Investments; Subsidiaries
 26

 Section
 4.25
 Employees;
 ERISA
 26

 Section
 4.26
 Tax
 Treatment
 26

 Section
 4.27
 Replacement
 of Manager or Back-Up Manager
 27

 Section
 4.28
 Hedges
 And Hedge Agreements
 27

 Section
 4.29
 Manager
 or Operator Failure
 29

 Section
 4.30
 Characterization
 29

 Section
 4.31
 Amendments
 to Basic Documents
 29

 Section
 4.32
 Operator
 Account
 30

 ARTICLE
 V

 REMEDIES

 Section
 5.01
 Events
 of Default.
 30

 Section
 5.02
 Acceleration
 of Maturity; Rescission and Annulment
 31

 Section
 5.03
 Collection
 of Indebtedness and Suits for Enforcement by Indenture Trustee.
 34

 Section
 5.04
 Remedies;
 Priorities.
 36

 Section
 5.05
 Optional
 Preservation of the Assets
 37

 Section
 5.06
 Limitation
 of Suits
 37

 Section
 5.07
 Unconditional
 Rights of Hedge Counterparties and Noteholders to Receive Principal, Interest and Payments of Other Obligations
 38

 Section
 5.08
 Restoration
 of Rights and Remedies
 38

 Section
 5.09
 Rights
 and Remedies Cumulative
 38

 ii

 Section 5.10
 Delay or Omission Not a Waiver
 38

 Section 5.11
 Control by Noteholders
 39

 Section 5.12
 Waiver of Past Defaults
 39

 Section 5.13
 Undertaking for Costs
 40

 Section 5.14
 Waiver of Stay or Extension Laws
 40

 Section 5.15
 Action on Notes or Hedge Agreements
 40

 Section 5.16
 Performance and Enforcement of Certain Obligations.
 40

 ARTICLE VI

 THE INDENTURE
 TRUSTEE

 Section 6.01
 Duties of Indenture Trustee.
 41

 Section 6.02
 Rights of Indenture Trustee.
 42

 Section 6.03
 Individual Rights of Indenture Trustee
 45

 Section 6.04
 Indenture Trustee’s Disclaimer
 45

 Section 6.05
 Notice of Material Event
 45

 Section 6.06
 Reports by Indenture Trustee
 45

 Section 6.07
 Compensation and Indemnity
 45

 Section 6.08
 Replacement of Indenture Trustee
 46

 Section 6.09
 Successor Indenture Trustee by Merger
 47

 Section 6.10
 Appointment of Co-Indenture Trustee or Separate Indenture
 Trustee.
 47

 Section 6.11
 Eligibility; Disqualification
 48

 Section 6.12
 Representations and Warranties of the Indenture Trustee
 49

 ARTICLE VII

 INFORMATION
 REGARDING THE ISSUER

 Section 7.01
 Financial and Business Information.
 49

 Section 7.02
 Visitation
 51

 ARTICLE VIII

 ACCOUNTS, DISBURSEMENTS
 AND RELEASES

 Section 8.01
 Deposit of Collections
 52

 Section 8.02
 Establishment of Accounts.
 52

 Section 8.03
 Collection of Money
 56

 Section 8.04
 Asset Disposition Proceeds
 57

 Section 8.05
 Reserve Reports
 57

 Section 8.06
 Distributions.
 58

 Section 8.07
 Liquidity Reserve Account.
 62

 Section 8.08
 Statements to Noteholders
 63

 Section 8.09
 Original Documents
 65

 ARTICLE IX

 PERMITTED DISPOSITIONS
 AND ADDITIONAL ASSETS

 Section 9.01
 Permitted Dispositions
 66

 Section 9.02
 Additional Assets
 68

 iii

 ARTICLE X

 SUPPLEMENTAL INDENTURES

 Section 10.01
 Supplemental Indentures.
 71

 Section 10.02
 Execution of Supplemental Indentures
 73

 Section 10.03
 Effect of Supplemental Indenture
 74

 Section 10.04
 Reference in Notes to Supplemental Indentures
 74

 ARTICLE XI

 OPTIONAL REDEMPTION OF NOTES

 Section 11.01
 Optional Redemption
 74

 Section 11.02
 Form of Redemption Notice
 74

 Section 11.03
 Notes Payable on Redemption Date
 74

 ARTICLE XII

 SATISFACTION AND DISCHARGE

 Section 12.01
 Satisfaction and Discharge of Indenture with respect to the Notes
 75

 Section 12.02
 Application of Trust Money
 76

 Section 12.03
 Repayment of Monies Held by Paying Agent
 77

 ARTICLE XIII

 MISCELLANEOUS

 Section 13.01
 Compliance Certificates and Opinions, etc.
 77

 Section 13.02
 Form of Documents Delivered to Indenture Trustee
 77

 Section 13.03
 Acts of Noteholders.
 78

 Section 13.04
 Notices, etc., to Indenture Trustee and Issuer
 78

 Section 13.05
 Notices to Noteholders and Hedge Counterparties; Waiver
 79

 Section 13.06
 Alternate Payment and Notice Provisions
 80

 Section 13.07
 Effect of Headings and Table of Contents
 80

 Section 13.08
 Successors and Assigns
 80

 Section 13.09
 Severability
 80

 Section 13.10
 Benefits of Indenture
 80

 Section 13.11
 Legal Holidays
 81

 Section 13.12
 GOVERNING LAW; CONSENT TO JURISDICTION
 81

 Section 13.13
 Counterparts
 81

 Section 13.14
 Recording of Indenture
 82

 Section 13.15
 No Petition
 82

 Section 13.16
 Inspection
 82

 Section 13.17
 Waiver of Jury Trial
 82

 Section 13.18
 Rating Agency Notice.
 82

 Section 13.19
 Rule 17g-5 Information.
 82

 Section 13.20
 Consent and Acknowledgement of the Amendments
 84

 Section 13.21
 Extinguishment of Obligations
 84

 APPENDIX A
 –
 Definitions

 EXHIBIT A-1
 –
 Form of Note

 EXHIBIT B-1
 –
 Operated Interests

 EXHIBIT B-2
 –
 Non-Operated Interests

 EXHIBIT C
 –
 Form of Transferor Certificate

 EXHIBIT D
 –
 Form of Investment Letter

 EXHIBIT E
 –
 Form of Payment Date Report

 EXHIBIT F
 –
 Form of Asset Purchase Agreement

 iv

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

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

 PRELIMINARY
STATEMENT

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

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

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

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

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

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

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

 GRANTING
CLAUSE

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

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

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

 ARTICLE
I

 DEFINITIONS AND INCORPORATION BY REFERENCE

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

 2

 ARTICLE
II

 THE NOTES

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

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

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

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

 Section
2.03 Book-Entry Notes .

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

 3

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

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

 Section
2.04 Transfer Restrictions on Notes .

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

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

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

 4

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

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

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

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

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

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

 5

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

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

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

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

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

 6

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

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

 7

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

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

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

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

 8

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

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

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

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

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

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

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

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

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

 9

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

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

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

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

 Section
2.07 Persons Deemed Owner; Certification by Note Owners .

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

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

 10

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

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

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

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

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

 (e)
the Legal Final Maturity of such Series;

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

 (g)
the Release Price for such Series; and

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

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

 Section
2.09 Payment of Principal and Interest; Defaulted Interest .

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

 11

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

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

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

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

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

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

 12

 Section
2.11 Release of Collateral .

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

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

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

 Section
2.12 Reserved .

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

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

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

 13

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

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

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

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

 (c)
immediately prior to and immediately following such issuance, no Material Event has occurred and is continuing;

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

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

 14

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

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

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

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

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

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

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

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

 ARTICLE
III

REPRESENTATIONS AND WARRANTIES

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

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

 15

 Section
3.02 Authority; No Conflict .

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

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

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

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

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

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

 16

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

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

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

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

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

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

 Section
3.09 Existing Indebtedness; Future Liens .

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

 17

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

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

 Section
3.10 Foreign Assets Control Regulations, Etc .

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

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

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

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

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

 Section
3.12 Single Purpose Entity .

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

 18

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

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

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

 ARTICLE
IV

COVENANTS

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

 19

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

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

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

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

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

 20

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

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

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

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

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

 21

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

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

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

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

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

 22

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

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

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

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

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

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

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

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

 23

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

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

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

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

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

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

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

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

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

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

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

 24

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

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

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

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

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

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

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

 25

 (b)
 Operating Expenses;

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

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

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

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

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

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

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

 26

 Section
4.27 Replacement of Manager or Back-Up Manager .

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

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

 Section
4.28 Hedges And Hedge Agreements .

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

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

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

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

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

 27

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

 (c)
No swap, derivative or other similar agreement, including, without limitation, any Hedges, shall be entered into for speculative purposes.
The following Hedges shall not be deemed speculative or entered into for speculative purposes: any Commodity Hedge which hedges or manages
any of the risks related to…

EX-4.2 · SERIES 2026-1 SUPPLEMENT, DATED JUNE 9, 2026, BY AND AMONG PRESIDIO FINANCE LLC,

EX-4.2
 3
 ea029416801ex4-2.htm
 SERIES 2026-1 SUPPLEMENT, DATED JUNE 9, 2026, BY AND AMONG PRESIDIO FINANCE LLC, AS ISSUER, PRESIDIO FINANCE NOMINEE CORP., AND UMB BANK, N.A., AS INDENTURE TRUSTEE

 Exhibit 4.2

 Execution Version

 SERIES 2026-1 SUPPLEMENT

 among

 PRESIDIO FINANCE LLC,

as Issuer

PRESIDIO FINANCE NOMINEE CORP.,

as Finance NomCo

 and

 UMB Bank, N.A.

as Indenture Trustee, Paying Agent and Securities Intermediary

 Dated as of June 9, 2026

 Series 2026-1 Notes

 TABLE OF CONTENTS

 ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE

 1

 Section 1.01
 Definitions
 1

 Section 1.02
 Rules of Construction
 3

 ARTICLE II SERIES 2026-1 NOTE DETAILS; FORMS OF SERIES 2026-1 NOTES
 3

 Section 2.01
 Series 2026-1 Note Details.
 3

 Section 2.02
 Delivery of Series 2026-1 Notes
 4

 Section 2.03
 Forms of Series 2026-1 Notes
 4

 Section 2.04
 Principal Distribution Amounts
 4

 Section 2.05
 Funding of the Collection Account
 4

 Section 2.06
 Funding of the Liquidity Reserve Account
 4

 Section 2.07
 Redemption Terms
 4

 Section 2.08
 Additional Terms
 5

 Section 2.09
 Escrow Terms
 5

 ARTICLE III GENERAL PROVISIONS
 6

 Section 3.01
 Date of Execution
 6

 Section 3.02
 Notices
 6

 Section 3.03
 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial
 6

 Section 3.04
 Severability
 6

 Section 3.05
 Counterparts; Electronic Execution
 7

 ARTICLE IV APPLICABILITY OF INDENTURE
 7

 Section 4.01
 Applicability
 7

 EXHIBIT A Series 2026-1 Class A-1 Scheduled Principal Distribution Amounts
 A-1

 EXHIBIT B Series 2026-1 Class A-2 Scheduled Principal Distribution Amounts
 B-1

 i

 SERIES 2026-1 SUPPLEMENT

 THIS SERIES 2026-1 SUPPLEMENT
(as amended, supplemented or otherwise modified and in effect from time to time, this “ Series Supplement ”), dated
as of June 9, 2026, is among Presidio Finance LLC, a Delaware limited liability company (the “ Issuer ”), Presidio Finance
Nominee Corp., a Texas corporation (“ Finance NomCo ”) and UMB Bank, N.A., a national banking association, as trustee
and not in its individual capacity (the “ Indenture Trustee ”), as paying agent (in such capacity, the “ Paying
Agent ”) and as securities intermediary (in such capacity, the “ Securities Intermediary ”).

 RECITALS

 WHEREAS, the Issuer has entered
into a Second Amended and Restated Indenture, dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise
modified and in effect from time to time, the “ Indenture ”), among the Issuer, Finance NomCo, the Indenture Trustee,
the Paying Agent and the Securities Intermediary;

 WHEREAS, the Issuer desires
to issue $350,000,000 of Series 2026-1 Notes (the “ Series 2026-1 Notes ”), consisting of (i) $175,000,000
Series 2026-1 Notes, Class A-1 Notes (the “ Series 2026-1 Class A-1 Notes ”) and (ii) $175,000,000 Series 2026-1
Notes, Class A-2 Notes (the “ Series 2026-1 Class A-2 Notes ”), pursuant to this Series Supplement to the Indenture;

 WHEREAS, each of Parent and
Finance NomCo guarantees the punctual payment of the Series 2026-1 Notes pursuant to the terms of the Guarantee and Security Agreement;

 WHEREAS, the Issuer represents
that it has duly authorized the issuance of the Series 2026-1 Notes;

 WHEREAS, the Series 2026-1 Notes
constitute “Notes” as defined in the Indenture; and

 WHEREAS, the Indenture Trustee
has agreed to accept the trusts herein created upon the terms herein set forth.

 NOW, THEREFORE, it is mutually
covenanted and agreed as follows:

 ARTICLE
I

 DEFINITIONS
AND INCORPORATION BY REFERENCE

 Section 1.01 Definitions

 . All defined terms used but
not defined herein shall have the meanings given to such terms in the Indenture. All words and phrases defined in the Indenture shall
have the same meaning in this Series Supplement, except as otherwise appears in this Article. In addition, the following terms have the
following meanings in this Series Supplement unless the context clearly requires otherwise:

 “ Closing Date ”
means June 9, 2026.

 “ Day Count Convention ,”
with respect to the Series 2026-1 Notes, has the meaning specified in the table in Section 2.01(a) .

 “ Final Scheduled Payment
Date ,” with respect to the Series 2026-1 Notes, has the meaning specified in Section 2.01(c) .

 “ Indenture ” has the meaning specified
in the preamble hereto.

 “ Interest Rate ”
means, for each Class of the Series 2026-1 Notes, the rate per annum at which interest accrues on such Class as set forth in Section
2.01(a) .

 “ Legal Final Maturity ”
means, with respect to the Series 2026-1 Class A-1 Notes, the Payment Date occurring in December 2041, and with respect to the Series
2026-1 Class A-2 Notes, the Payment Date occurring in December 2041.

 “ Optional Redemption
Price ” with respect to the Series 2026-1 Notes, has the meaning specified in Section 2.07 .

 “ Optional Redemption
Premium ” with respect to the Series 2026-1 Notes, has the meaning specified in Section 2.07 .

 “ Release Price ”
means, with respect to any disposition, an amount equal to:

 (a) if
the Special Priority of Payments is not in effect, the product of (i) a fraction, the numerator of which is the aggregate Outstanding
Principal Balance of the Notes, and the denominator of which is the PV-10 of the Assets, (ii) the PV-10 attributable to the Assets disposed
of and (iii) the applicable Release Price Multiplier; or

 (b) if
the Special Priority of Payments is in effect, 100% of the net Asset Disposition Proceeds.

 “ Release Price
Multiplier ” means:

 (a) with
respect to the first 5% of the PV-10 attributable to the Assets disposed of in the aggregate in Permitted Dispositions since the Closing
Date, including such Permitted Disposition, 1.15;

 (b) with
respect to the subsequent 5.01-10% of the PV-10 attributable to the Assets disposed of in the aggregate in Permitted Dispositions since
the Closing Date, including such Permitted Disposition, 1.20; and

 (c) with
respect to any subsequent amount of PV-10 attributable to the Assets disposed of in the aggregate in Permitted Dispositions since the
Closing Date, including such Permitted Disposition, 1.25.

 “ Series 2026-1 Class A-1 Notes ”
has the meaning specified in the preamble hereto.

 “ Series 2026-1 Class
A-1 Principal Distribution Amount ” means, as of any Payment Date, the Series 2026-1 Class A-1 Scheduled Principal Distribution
Amount plus such amounts previously due and unpaid; provided , that the Series 2026-1 Class A-1 Principal Distribution Amount
as of any Payment Date shall not exceed the Outstanding Principal Balance of the Series 2026-1 Class A-1 Notes as of such Payment Date.

 2

 “ Series 2026-1 Class
A-1 Scheduled Principal Distribution Amount ” means, as of any date of determination, with respect to the Series 2026-1 Class
A-1 Notes, the fixed dollar amount indicated on Exhibit A hereto with respect to such date.

 “ Series 2026-1 Class
A-2 Notes ” has the meaning specified in the preamble hereto.

 “ Series 2026-1 Class
A-2 Principal Distribution Amount ” means, as of any Payment Date, the Series 2026-1 Class A-2 Scheduled Principal Distribution
Amount plus such amounts previously due and unpaid; provided , that the Series 2026-1 Class A-2 Principal Distribution Amount
as of any Payment Date shall not exceed the Outstanding Principal Balance of the Series 2026-1 Class A-2 Notes as of such Payment Date.

 “ Series 2026-1 Class
A-2 Scheduled Principal Distribution Amount ” means, as of any date of determination, with respect to the Series 2026-1 Class
A-2 Notes, the fixed dollar amount indicated on Exhibit B hereto with respect to such date.

 “ Series 2026-1 Notes ”
has the meaning specified in the preamble hereto.

 Section 1.02 Rules of
Construction . Unless the context otherwise requires, the rules of construction set forth in Part II of Appendix A to the
Indenture are hereby incorporated by reference.

 ARTICLE
II

 SERIES
2026-1 NOTE DETAILS; FORMS OF SERIES 2026-1 NOTES

 Section 2.01 Series 2026-1 Note
Details .

 (a) The
aggregate principal amount of the Series 2026-1 Notes which may be initially authenticated and delivered under this Series Supplement
shall be divided into Classes designated as “Class A-1,” and “Class A-2” with the respective initial principal
balances, Interest Rates and ratings set forth below (except for Series 2026-1 Notes authenticated and delivered upon transfer of, or
in exchange for, or in lieu of Notes pursuant to Section 2.05 and Section 2.06 of the Indenture):

 Series/Class

 Initial Principal

 Balance

 Interest

 Rate

 Note Form

 Day Count

 Convention

 Rating

 By

 Fitch

 Series 2026-1, Class A-1

 $175,000,000

 5.902%

 Book-Entry/Definitive

 30/360

 A-

 Series 2026-1, Class A-2

 $175,000,000

 6.717%

 Book-Entry/Definitive

 30/360

 BBB

 (b) The
Series 2026-1 Class A-1 Notes and Series 2026-1 Class A-2 Notes are subject to minimum denominations of $50,000 and integral multiples
of $1,000 in excess thereof; provided that minimum denominations of any Definitive Notes shall be $1,000,000 and integral multiples of
$1,000 in excess thereof.

 (c) The
“ Final Scheduled Payment Date ” for (i) the Series 2026-1 Class A-1 Notes shall be the Payment Date in August 2033 and
(ii) the Series 2026-1 Class A-2 Notes shall be the Payment Date in February 2035.

 (d) The
initial Payment Date on which payments of Note Interest shall be paid to the Noteholders of the Series 2026-1 Notes shall be the Payment
Date on June 25, 2026. The initial Interest Accrual Period for the Series 2026-1 Notes shall consist of 17 days.

 3

 Section 2.02 Delivery
of Series 2026-1 Notes . Upon the execution and delivery of this Series Supplement, the Issuer shall execute and deliver to the Indenture
Trustee an Issuer Order directing the Indenture Trustee to authenticate and deliver the Series 2026-1 Notes, and the Indenture Trustee,
upon receipt of such Issuer Order, shall so authenticate and deliver such Notes.

 Section 2.03 Forms of
Series 2026-1 Notes . The Series 2026-1 Notes shall be in substantially the forms set forth in the Indenture, each with such variations,
omissions and insertions as may be necessary. The Series 2026-1 Class A-1 Notes and Series 2026-1 Class A-2 Notes may be issued, transferred
and held as Definitive Notes or Book-Entry Notes.

 Section 2.04 Principal
Distribution Amounts . The “Principal Distribution Amount” for the Series 2026-1 Class A-1 Notes shall be the Series 2026-1
Class A-1 Principal Distribution Amount and the “Principal Distribution Amount” for the Series 2026-1 Class A-2 Notes shall
be the Series 2026-1 Class A-2 Principal Distribution Amount.

 Section 2.05 Funding
of the Collection Account . On the Closing Date, the Issuer shall deposit into the
Collection Account an amount equal to $0.

 Section 2.06 Funding
of the Liquidity Reserve Account . On the Closing Date, the Issuer shall deposit into the Liquidity Reserve Account an amount equal
to the Liquidity Reserve Account Initial Deposit.

 Section 2.07 Redemption
Terms . The Series 2026-1 Notes may be redeemed in whole or in part at the direction of the Issuer on any Redemption Date; provided
that the Series 2026-1 Notes must be redeemed ratably, such that the relative proportions of the Series 2026-1 Notes Outstanding after
giving effect to such redemption remains unaffected by such redemption. The “ Optional Redemption Price ” for the Series
2026-1 Notes shall equal the sum of (I) an amount sufficient to redeem the applicable Series 2026-1 Notes at par, together with
accrued and unpaid applicable Note Interest thereon, plus (II) the following “ Optional Redemption Premiums ”:

 (a) Series
2026-1 Class A-1 Notes : (i) from and including the Closing Date to but excluding the first anniversary of the Closing Date, 2.00%,
(ii) from and including the first anniversary of the Closing Date to but excluding the second anniversary of the Closing Date, 1.00% and
(iii) at any time on or after the second anniversary of the Closing Date, 0%, in each case, multiplied by the portion of the Outstanding
Principal Balance of such Notes to be repaid by the Optional Redemption.

 (b) Series
2026-1 Class A-2 Notes : (i) from and including the Closing Date to but excluding the first anniversary of the Closing Date, 2.00%,
(ii) from and including the first anniversary of the Closing Date to but excluding the second anniversary of the Closing Date, 1.00% and
(iii) at any time on or after the second anniversary of the Closing Date, 0%, in each case, multiplied by the portion of the Outstanding
Principal Balance of such Notes to be repaid by the Optional Redemption.

 For so long as the Series 2026-1
Notes remain Outstanding, the Issuer shall not (w) optionally redeem any other Series of Notes if the Series 2026-1 Notes would remain
Outstanding immediately after giving effect thereto, (x) if a Material Event has occurred and is continuing, optionally redeem any Notes
of a particular Class if any other Notes of a Class that is senior to such Class would remain Outstanding immediately after giving effect
thereto, (y) optionally redeem the Series 2026-1 Class A-1 Notes if the Series 2026-1 Class A-2 Notes would remain Outstanding immediately
after giving effect thereto or (z) optionally redeem the Series 2026-1 Class A-2 Notes if the Series 2026-1 Class A-1 Notes would remain
Outstanding immediately after giving effect thereto.

 4

 Section 2.08 Additional
Terms .

 (a) Additional
Notes . With respect to any issuance of Additional Notes pursuant to Section 2.15 of the Indenture, if the Series 2026-1
Notes will remain Outstanding immediately following such issuance, the Issuer shall have adjusted its Hedging Transactions such that the
Issuer shall have entered into one or more Hedge Agreements and Hedging Transactions (including Hedging Transactions under Hedge Agreements
in existence on the Closing Date) to hedge at least (1) NYMEX WTI: 85% of projected crude oil Hydrocarbon production from the Assets (including
any Additional Assets being contributed concurrently with the issuance of such Additional Notes) and (2) NYMEX Henry Hub: 85% of projected
natural gas Hydrocarbon production from the Assets (including any Additional Assets being contributed concurrently with the issuance of
such Additional Notes), in each case for the immediately succeeding five (5) year period from the date such Additional Notes are issued.

 (b) Reserved.

 (c) Equity
Contribution Cures . So long as any Series 2026-1 Notes are Outstanding, the aggregate amount of all Equity Contribution Cures shall
not exceed 10% of the cumulative initial principal amount of all Series 2026-1 Notes issued by the Issuer and shall be made no more frequently
than twice (in aggregate) per calendar year and not more than four times total in the aggregate. For the avoidance of doubt, Well Improvement
Capex Contributions shall not constitute Equity Contribution Cures.

 (d) Senior
Note Excess Allocation Percentage . The “Senior Note Excess Allocation Percentage” with respect to the Series 2026-1 Notes
shall mean, as of any Payment Date, (a) if (i) no Rapid Amortization Event has occurred and is continuing and (ii) no Senior Diversion
Event is continuing, then (A) for each of the first sixty (60) Payment Dates after the initial Payment Date, 20%, (B) for the sixty-first
(61st) through (and including) the eighty-fifth (85th) Payment Dates occurring after the initial Payment Date, 70% and (C) thereafter,
100%; or (b) if either a Rapid Amortization Event has occurred and is continuing or a Senior Diversion Event is continuing, then 100%.

 (e) Liquidity
Reserve Account Terms

 (i) Liquidity
Reserve Account Target Amount . The Liquidity Reserve Account Target Amount for the Series 2026-1 Notes shall equal, as of any date
of determination, the sum of six (6) months of Note Interest with respect to all outstanding Series 2026-1 Notes and the Manager’s
estimated Senior Transaction Fees for the following six (6) Payment Dates.

 (ii) Liquidity
Reserve Account Initial Deposit . The Liquidity Reserve Account Initial Deposit for the Series 2026-1 Notes shall mean cash or Permitted
Investments having a value of $11,334,625.00.

 Section 2.09 Escrow Terms .
For purposes of the Series 2026-1 Notes:

 (a) the
“ Escrow Agreement ” applicable to the Series 2026-1 Notes shall mean each Escrow Agreement, dated as of June 8, 2026,
by and among the Issuer, the Escrow Agent and the applicable Noteholders of the Series 2026-1 Notes on the date of such agreement; and

 (b) the
“ Escrow Interest ” applicable to the Series 2026-1 Notes means the interest accrued on Escrowed Funds (as defined therein)
until the Closing Date under the Escrow Agreement and payable to the Series 2026-1 Class A-1 Noteholders and the Series 2026-1 Class A-2
Noteholders on the initial Payment Date.

 5

 ARTICLE
III

 GENERAL
PROVISIONS

 Section 3.01 Date of
Execution . This Series Supplement, for convenience and for the purpose of reference, is dated as of June 9, 2026.

 Section 3.02 Notices .
Notices required to be given to the initial Rating Agencies by the Issuer or the Indenture Trustee shall be provided to the following
“Rating Agency Contacts”: globalcrosssectorsf@fitchratings.com.

 Section 3.03 Governing
Law; Consent to Jurisdiction; Waiver of Jury Trial . THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS; PROVIDED THAT ANY MATTERS THAT RELATE TO REAL PROPERTY SHALL BE GOVERNED BY THE LAWS OF THE STATE WHERE SUCH PROPERTY
IS LOCATED. EACH PARTY AND EACH HEDGE COUNTERPARTY TO THIS SERIES SUPPLEMENT SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS SERIES SUPPLEMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE
GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF. EACH PARTY (a) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF
SUCH COURTS FOR SUCH ACTIONS OR PROCEEDINGS, (b) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION
OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT, AND (c) AGREES THAT IT WILL NOT BRING ANY SUCH ACTION OR PROCEEDING IN ANY COURT OTHER
THAN SUCH COURTS. EACH PARTY ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE AND
IRREVOCABLE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO
BE BOUND BY ANY NON-APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH ACTIONS OR PROCEEDINGS. A COPY OF ANY SERVICE OF PROCESS
SERVED UPON THE PARTIES SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY APPLICABLE
LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO
ACCEPT SERVICE, EACH PARTY AGREES THAT SERVICE UPON THE APPROPRIATE PARTY BY REGISTERED MAIL SHALL CONSTITUTE SUFFICIENT SERVICE. NOTHING
HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH OF THE ISSUER, EACH NOTEHOLDER AND
THE INDENTURE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SERIES SUPPLEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 Section 3.04 Severability .
In case any provision in this Series Supplement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.

 6

 Section 3.05 Counterparts;
Electronic Execution . This Series Supplement may be executed in any number of counterparts, each of which so executed shall be deemed
to be an original, but all such counterparts shall together constitute but one and the same instrument. The words “execution,”
“signed,” “signature,” and words of like import in this Series Supplement or in any other certificate, agreement
or document related to this Series Supplement or the other Basic Documents shall include images of manually executed signatures transmitted
by facsimile or other electronic format (including “pdf”, “tif” or “jpg”) and other electronic signatures
(including DocuSign and AdobeSign). The use of electronic signatures and electronic records (including any contract or other record created,
generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any
other applicable law, including any state law based on the Uniform Electronic Transactions Act or the UCC.

 ARTICLE
IV

 APPLICABILITY
OF INDENTURE

 Section 4.01 Applicability .
The provisions of the Indenture are hereby ratified, approved and confirmed, except as otherwise expressly modified by this Series Supplement
and the Indenture as so supplemented by this Series Supplement shall be read, taken and construed as one and the same instrument. The
representations, warranties and covenants contained in the Indenture (except as expressly modified herein) are hereby reaffirmed with
the same force and effect as if fully set forth herein and made again as of the date hereof.

 [SIGNATURE PAGES FOLLOW]

 7

 IN WITNESS WHEREOF, each of
the Issuer, Finance NomCo and the Indenture Trustee have caused this Series Supplement to be duly executed by their respective officers,
thereunto duly authorized, all as of the day and year first above written.

 PRESIDIO FINANCE LLC

 By:
 /s/ Brett Barnes

 Name: Brett Barnes

 Title: Executive Vice President and General Counsel

 PRESIDIO FINANCE NOMINEE CORP.

 By:
 /s/ Brett Barnes

 Name: Brett Barnes

 Title: Executive Vice President and General Counsel

 [Signature Page to Series 2026-1 Supplement]

 UMB BANK, N.A., not in its individual capacity but solely as Indenture Trustee, Securities Intermediary and as Paying Agent

 By:
 /s/ Michele Voon

 Name: Michele Voon

 Title: Senior Vice President

 [Signature Page to Series 2026-1 Supplement]

 EXHIBIT A

 Series 2026-1 Class A-1 Scheduled Principal
Distribution Amounts

 A- 1

 EXHIBIT B

 Series 2026-1 Class A-2 Scheduled Principal
Distribution Amounts

 B- 1