Common use of Additional Lessor Notes Clause in Contracts

Additional Lessor Notes. (a) Additional Lessor Notes (each, an "Additional Lessor Note") of the Owner Lessor may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Initial Lessor Notes and subject to the conditions hereinafter provided in this Section 2.12, for cash in the amount equal to the original principal amount of such Additional Lessor Notes, for the purpose of (i) providing funds in connection with Supplemental Financing pursuant to Section 11.1 of the Participation Agreement for the payment of all or any portion of Modifications to the Facility pursuant to Section 8 of the Facility Lease, or (ii) redeeming any previously issued Lessor Notes pursuant to an optional refinancing pursuant to Section 11.2 of the Participation Agreement and providing funds for the payment of all reasonable costs and expenses in connection therewith. (b) Before any Additional Lessor Notes shall be issued under the provisions of this Section 2.12, the Owner Lessor shall have delivered to the Indenture Trustee, not less than fifteen (15) (unless a shorter period shall be satisfactory to the Indenture Trustee) days nor more than thirty (30) days prior to the proposed date of issuance of any Additional Lessor Notes, a request and authorization to issue such Additional Lessor Notes, which request and authorization shall include the amount of such Additional Lessor Notes, the proposed date of issuance thereof and (except in connection with a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) a certification that terms thereof are not inconsistent with this Indenture. Additional Lessor Notes shall have a designation so as to distinguish such Additional Lessor Notes from the Initial Lessor Notes theretofore issued, but otherwise shall rank pari passu with any Lessor Notes then outstanding, be entitled to the same benefits and security of this Indenture as the other Lessor Notes issued pursuant to the terms hereof, be dated the date of original issuance of such Additional Lessor Notes, bear interest at such rates as shall be agreed between the Facility Lessee and the Owner Lessor and indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the final maturity date of the Initial Lessor Notes issued on the closing date. The Additional Lessor Notes shall not be subject to (i) purchase except as provided in Section 4.4(e) hereof or (ii) redemption or assumption except as provided in Section 2.10 hereof. (c) The terms, conditions and designations of such Additional Lessor Notes (which shall be consistent with this Indenture), except in the case of a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) shall be set forth in an indenture supplemental to this Indenture executed by the Owner Lessor and the Indenture Trustee. Such Additional Lessor Notes shall be executed as provided in Section 2.3 hereof and deposited with the Indenture Trustee for authentication, but before such Additional Lessor Notes shall be authenticated and delivered by the Indenture Trustee there shall be filed with the Indenture Trustee the following, all of which shall be dated as of the date of the supplemental indenture: (i) a copy of such supplemental indenture (which shall include the form of such Additional Lessor Notes and the certificate of authentication in respect thereof); (ii) an Officer's Certificate from the Facility Lessee (1) stating that no Significant Lease Default or Lease Event of Default has occurred and is continuing under the Facility Lease, (2) stating that the conditions in respect of the issuance of such Additional Lessor Notes contained in this Section 2.12 have been satisfied, (3) specifying the amount of the costs and expenses relating to the issuance and sale of such Additional Lessor Notes, (4) stating that payments pursuant to the Facility Lease and all supplements thereto of Periodic Rent and Termination Value, together with all other amounts payable pursuant to the terms of the Facility Lease, are calculated to be sufficient to pay when due all of the principal of and interest on the outstanding Lessor Notes, after taking into account the issuance of such Additional Lessor Notes and any related redemption of Lessor Notes theretofore outstanding and (5) all conditions to the Supplemental Financing or refinancing contained in Section 11.1 or ll.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfied; (iii) with respect to any Supplemental Financing, an Officer's Certificate from the Owner Lessor and an Officer's Certificate from the Lessor Manager stating that no Indenture Default under clauses (b) through (f) of Section 4.2 hereof or Lease Indenture Event of Default as to the Owner Lessor or the Lessor Manager, as the case may be, has occurred and is continuing; (iv) such additional documents, certificates and opinions as shall be reasonably required by the Indenture Trustee, and as shall be reasonably acceptable to the Indenture Trustee; (v) a request and authorization to the Indenture Trustee by the Owner Lessor to authenticate and deliver such Additional Lessor Notes to or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are stated therein, upon payment to the Indenture Trustee, but for the account of the Owner Lessor, of the sum or sums specified in such request and authorization; (vi) the consent of the Facility Lessee to such request and authorization; and (vii) an opinion of counsel to the Owner Lessor who shall be reasonably satisfactory to the Indenture Trustee, as to the authorization, validity and enforceability of the Additional Lessor Notes and that all conditions hereunder to the authentication and delivery of such Additional Lessor Notes have been complied with. (d) When the documents referred to in the foregoing clauses (i) through (vii) above shall have been filed with the Indenture Trustee and when the Additional Lessor Notes described in the above mentioned request and authorization shall have been executed and authenticated as required by this Indenture and the related supplemental indenture, the Indenture Trustee shall deliver such Additional Lessor Notes in the manner described in clause (v) above, but only upon payment to the Indenture Trustee of the sum or sums specified in such request and authorization. (e) This Indenture is an open-end deed of trust and mortgage which secures existing indebtedness, "future advances", "protective advances," "authorized advances"and "contingent obligations" as such terms are under or referred to under applicable Arizona law. The maximum principal indebtedness secured by this Indenture, including future advances and contingent obligations but excluding protective advances, shall not at any time exceed the total amount of Two Hundred Twenty Million Five Hundred Thousand Dollars ($220,500,000); provided, however, that nothing herein contained shall limit the amount secured by this Indenture if the Secured Indebtedness is increased by protective advances; and provided, further, such limitation as to such future advances and contingent obligations shall only pertain to the record priority of the amount thereof secured hereby pursuant to applicable law and does not otherwise limit the amount of total indebtedness of Owner Lessor secured hereby or limit the liability of Owner Lessor to Indenture Trustee for such total indebtedness, including future advances and contingent obligations. The future advances secured hereby shall be made to or for the account of Owner Lessor and may be made under the Additional Lessor Notes, or pursuant to promissory notes or other instruments evidencing such future advances which may be hereafter executed and delivered by Owner Lessor to Indenture Trustee. In the event that any notice is recorded or is received by Indenture Trustee, any commitment, agreement, or obligation to make future advances to or for the benefit of Owner Lessor shall immediately terminate.

Additional Lessor Notes. (a) Additional Lessor Notes (each, an "Additional Lessor Note") of the Owner Lessor may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Initial Lessor Notes and subject to the conditions hereinafter provided in this Section 2.12, for cash in the amount equal to the original principal amount of such Additional Lessor Notes, for the purpose of (i) providing funds in connection with Supplemental Financing pursuant to Section 11.1 of the Participation Agreement for the payment of all or any portion of Modifications to the Facility pursuant to Section 8 of the Facility Lease, or (ii) redeeming any previously issued Lessor Notes pursuant to an optional refinancing pursuant to Section 11.2 of the Participation Agreement and providing funds for the payment of all reasonable costs and expenses in connection therewith. (b) Before any Additional Lessor Notes shall be issued under the provisions of this Section 2.12, the Owner Lessor shall have delivered to the Indenture Trustee, not less than fifteen (15) (unless a shorter period shall be satisfactory to the Indenture Trustee) days nor more than thirty (30) days prior to the proposed date of issuance of any Additional Lessor Notes, a request and authorization to issue such Additional Lessor Notes, which request and authorization shall include the amount of such Additional Lessor Notes, the proposed date of issuance thereof and (except in connection with a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) a certification that terms thereof are not inconsistent with this Indenture. Additional Lessor Notes shall have a designation so as to distinguish such Additional Lessor Notes from the Initial Lessor Notes theretofore issued, but otherwise shall rank pari passu with any Lessor Notes then outstanding, be entitled to the same benefits and security of this Indenture as the other Lessor Notes issued pursuant to the terms hereof, be dated the date of original issuance of such Additional Lessor Notes, bear interest at such rates as shall be agreed between the Facility Lessee and the Owner Lessor and indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the final maturity date of the Initial Lessor Notes issued on the closing date. The Additional Lessor Notes shall not be subject to (i) purchase except as provided in Section 4.4(e) hereof or (ii) redemption or assumption except as provided in Section 2.10 hereof. (c) The terms, conditions and designations of such Additional Lessor Notes (which shall be consistent with this Indenture), except in the case of a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) shall be set forth in an indenture supplemental to this Indenture executed by the Owner Lessor and the Indenture Trustee. Such Additional Lessor Notes shall be executed as provided in Section 2.3 hereof and deposited with the Indenture Trustee for authentication, but before such Additional Lessor Notes shall be authenticated and delivered by the Indenture Trustee there shall be filed with the Indenture Trustee the following, all of which shall be dated as of the date of the supplemental indenture: (i) a copy of such supplemental indenture (which shall include the form of such Additional Lessor Notes and the certificate of authentication in respect thereof); (ii) an Officer's Certificate from the Facility Lessee (1) stating that no Significant Lease Default or Lease Event of Default has occurred and is continuing under the Facility Lease, (2) stating that the conditions in respect of the issuance of such Additional Lessor Notes contained in this Section 2.12 have been satisfied, (3) specifying the amount of the costs and expenses relating to the issuance and sale of such Additional Lessor Notes, (4) stating that payments pursuant to the Facility Lease and all supplements thereto of Periodic Rent and Termination Value, together with all other amounts payable pursuant to the terms of the Facility Lease, are calculated to be sufficient to pay when due all of the principal of and interest on the outstanding Lessor Notes, after taking into account the issuance of such Additional Lessor Notes and any related redemption of Lessor Notes theretofore outstanding and (5) all conditions to the Supplemental Financing or refinancing contained in Section 11.1 or ll.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfied; (iii) with respect to any Supplemental Financing, an Officer's Certificate from the Owner Lessor and an Officer's Certificate from the Lessor Manager stating that no Indenture Default under clauses (b) through (f) of Section 4.2 hereof or Lease Indenture Event of Default as to the Owner Lessor or the Lessor Manager, as the case may be, has occurred and is continuing; (iv) such additional documents, certificates and opinions as shall be reasonably required by the Indenture Trustee, and as shall be reasonably acceptable to the Indenture Trustee; (v) a request and authorization to the Indenture Trustee by the Owner Lessor to authenticate and deliver such Additional Lessor Notes to or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are stated therein, upon payment to the Indenture Trustee, but for the account of the Owner Lessor, of the sum or sums specified in such request and authorization; (vi) the consent of the Facility Lessee to such request and authorization; and (vii) an opinion of counsel to the Owner Lessor who shall be reasonably satisfactory to the Indenture Trustee, as to the authorization, validity and enforceability of the Additional Lessor Notes and that all conditions hereunder to the authentication and delivery of such Additional Lessor Notes have been complied with. (d) When the documents referred to in the foregoing clauses (i) through (vii) above shall have been filed with the Indenture Trustee and when the Additional Lessor Notes described in the above mentioned request and authorization shall have been executed and authenticated as required by this Indenture and the related supplemental indenture, the Indenture Trustee shall deliver such Additional Lessor Notes in the manner described in clause (v) above, but only upon payment to the Indenture Trustee of the sum or sums specified in such request and authorization. (e) This Indenture is an open-end deed of trust and mortgage which secures existing indebtedness, "future advances", "protective advances," "authorized advances"and "contingent obligations" as such terms are under or referred to under applicable Arizona law. The maximum principal indebtedness secured by this Indenture, including future advances and contingent obligations but excluding protective advances, shall not at any time exceed the total amount of Two Hundred Twenty Million Five Hundred Thousand Dollars ($220,500,000); provided, however, that nothing herein contained shall limit the amount secured by this Indenture if the Secured Indebtedness is increased by protective advances; and provided, further, such limitation as to such future advances and contingent obligations shall only pertain to the record priority of the amount thereof secured hereby pursuant to applicable law and does not otherwise limit the amount of total indebtedness of Owner Lessor secured hereby or limit the liability of Owner Lessor to Indenture Trustee for such total indebtedness, including future advances and contingent obligations. The future advances secured hereby shall be made to or for the account of Owner Lessor and may be made under the Additional Lessor Notes, or pursuant to promissory notes or other instruments evidencing such future advances which may be hereafter executed and delivered by Owner Lessor to Indenture Trustee. In the event that any notice is recorded or is received by Indenture Trustee, any commitment, agreement, or obligation to make future advances to or for the benefit of Owner Lessor shall immediately terminate.

Additional Lessor Notes. (a) Additional Lessor Notes (each, an "Additional Lessor Note") of the Owner Lessor may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Initial Lessor Notes Note and subject to the conditions hereinafter provided in this Section 2.12, for cash in the amount equal to the original principal amount of such Additional Lessor Notes, for the purpose of (i) providing funds in connection with Supplemental Financing pursuant to Section 11.1 of the Participation Agreement for the payment of all or any portion of Modifications to the Facility Facilities pursuant to Section 8 of the Facility LeaseLeases, or (ii) redeeming any previously issued Lessor Notes pursuant to an optional refinancing pursuant to Section 11.2 of the Participation Agreement and providing funds for the payment of all reasonable costs and expenses in connection therewith. (b) Before any Additional Lessor Notes shall be issued under the provisions of this Section 2.12, the Owner Lessor shall have delivered to the Indenture Trustee, not less than fifteen (15) (unless a shorter period shall be satisfactory to the Indenture Trustee) days nor more than thirty (30) days prior to the proposed date of issuance of any Additional Lessor Notes, a request and authorization to issue such Additional Lessor Notes, which request and authorization shall include the amount of such Additional Lessor Notes, the proposed date of issuance thereof and (except in connection with a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) a certification that the terms thereof are not inconsistent with this Indenture. Additional Lessor Notes shall have a designation so as to distinguish such Additional Lessor Notes from the Initial Lessor Notes theretofore issued, but otherwise shall rank pari passu with any Lessor Notes then outstandingoutstanding upon issuance of the Additional Notes, be entitled to the same benefits and security of this Indenture as the other Lessor Notes issued pursuant to the terms hereof, be dated the date of original issuance of such Additional Lessor Notes, bear interest at such rates as shall be agreed between the Facility Lessee and the Owner Lessor and indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the final maturity date of the Initial Lessor Notes issued on the closing date. The Additional Lessor Notes shall not be subject to (i) purchase except as provided in Section 4.4(e) hereof or (ii) redemption or assumption except as provided in Section 2.10 hereof. (c) The terms, conditions and designations of such Additional Lessor Notes (which shall be consistent with this Indenture), except in the case of a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) shall be set forth in an indenture supplemental to this Indenture executed by the Owner Lessor and the Indenture Trustee. Such Additional Lessor Notes shall be executed as provided in Section 2.3 hereof and deposited with the Indenture Trustee for authentication, but before such Additional Lessor Notes shall be authenticated and delivered by the Indenture Trustee there shall be filed with the Indenture Trustee the following, all of which shall be dated as of the date of the supplemental indenture: (i) a copy of such supplemental indenture (which shall include the form of such Additional Lessor Notes and the certificate of authentication in respect thereof); (ii) an Officer's Certificate from the Facility Lessee (1) stating that no Significant Lease Default or Lease Event of Default has occurred and is continuing under the Facility Lease, (2) stating that the conditions in respect of the issuance of such Additional Lessor Notes contained in this Section 2.12 have been satisfied, (3) specifying the amount of the costs and expenses relating to the issuance and sale of such Additional Lessor Notes, (4) stating that payments pursuant to the Facility Lease and all supplements thereto of Periodic Rent and Termination Value, together with all other amounts payable pursuant to the terms of the Facility Lease, are calculated to be sufficient to pay when due all of the principal of and interest on the outstanding Lessor Notes, after taking into account the issuance of such Additional Lessor Notes and any related redemption of Lessor Notes theretofore outstanding and (5) all conditions to the Supplemental Financing or refinancing contained in Section 11.1 or ll.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfied; (iii) with respect to any Supplemental Financing, an Officer's Certificate from the Owner Lessor and an Officer's Certificate from the Lessor Manager stating that no Indenture Default under clauses (b) through (f) of Section 4.2 hereof or Lease Indenture Event of Default as to the Owner Lessor or the Lessor Manager, as the case may be, has occurred and is continuing; (iv) such additional documents, certificates and opinions as shall be reasonably required by the Indenture Trustee, and as shall be reasonably acceptable to the Indenture Trustee; (v) a request and authorization to the Indenture Trustee by the Owner Lessor to authenticate and deliver such Additional Lessor Notes to or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are stated therein, upon payment to the Indenture Trustee, but for the account of the Owner Lessor, of the sum or sums specified in such request and authorization; (vi) the consent of the Facility Lessee to such request and authorization; and (vii) an opinion of counsel to the Owner Lessor who shall be reasonably satisfactory to the Indenture Trustee, as to the authorization, validity and enforceability of the Additional Lessor Notes and that all conditions hereunder to the authentication and delivery of such Additional Lessor Notes have been complied with. (d) When the documents referred to in the foregoing clauses (i) through (vii) above shall have been filed with the Indenture Trustee and when the Additional Lessor Notes described in the above mentioned request and authorization shall have been executed and authenticated as required by this Indenture and the related supplemental indenture, the Indenture Trustee shall deliver such Additional Lessor Notes in the manner described in clause (v) above, but only upon payment to the Indenture Trustee of the sum or sums specified in such request and authorization. (e) This Indenture is an open-end deed of trust and mortgage which secures existing indebtedness, "future advances", "protective advances," "authorized advances"and "contingent obligations" as such terms are under or referred to under applicable Arizona law. The maximum principal indebtedness secured by this Indenture, including future advances and contingent obligations but excluding protective advances, shall not at any time exceed the total amount of Two Hundred Twenty Million Five Hundred Thousand Dollars ($220,500,000); provided, however, that nothing herein contained shall limit the amount secured by this Indenture if the Secured Indebtedness is increased by protective advances; and provided, further, such limitation as to such future advances and contingent obligations shall only pertain to the record priority of the amount thereof secured hereby pursuant to applicable law and does not otherwise limit the amount of total indebtedness of Owner Lessor secured hereby or limit the liability of Owner Lessor to Indenture Trustee for such total indebtedness, including future advances and contingent obligations. The future advances secured hereby shall be made to or for the account of Owner Lessor and may be made under the Additional Lessor Notes, or pursuant to promissory notes or other instruments evidencing such future advances which may be hereafter executed and delivered by Owner Lessor to Indenture Trustee. In the event that any notice is recorded or is received by Indenture Trustee, any commitment, agreement, or obligation to make future advances to or for the benefit of Owner Lessor shall immediately terminate.

Additional Lessor Notes. (a) Additional Lessor Notes (each, an "Additional Lessor Note") of the Owner Lessor may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Initial Lessor Notes Note and subject to the conditions hereinafter provided in this Section 2.12, for cash in the amount equal to the original principal amount of such Additional Lessor Notes, for the purpose of (i) providing funds in connection with Supplemental Financing pursuant to Section 11.1 13.1 of the Participation Agreement for the payment of all or any portion of Modifications to the Facility pursuant to Section 8 of the Facility Lease, or (ii) redeeming any previously issued Lessor Notes pursuant to an optional refinancing pursuant to Section 11.2 13.2 of the Participation Agreement and providing funds for the payment of all reasonable costs and expenses in connection therewith. (b) Before any Additional Lessor Notes shall be issued under the provisions of this Section 2.12, the Owner Lessor shall have delivered to the Lease Indenture Trustee, not less than fifteen (15) (unless a shorter period shall be satisfactory to the Lease Indenture Trustee) days nor more than thirty (30) days prior to the proposed date of issuance of any Additional Lessor Notes, a request and authorization to issue such Additional Lessor Notes, which request and authorization shall include the amount of such Additional Lessor Notes, the proposed date of issuance thereof and (except in connection with a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) a certification that terms thereof are not inconsistent with this Indenture. Additional Lessor Notes shall have a designation so as to distinguish such Additional Lessor Notes from the Initial Lessor Notes theretofore issued, but otherwise shall rank pari passu with any Lessor all Notes then outstanding, be entitled to the same benefits and security of this Indenture as the other Lessor Notes issued pursuant to the terms hereof, be dated the date of original issuance of such Additional Lessor Notes, bear interest at such rates as shall be agreed between the Facility Lessee and the Owner Lessor and indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the final maturity date of the Initial Lessor Notes issued on the closing date. The Additional Lessor Notes shall not be subject to (i) purchase except as provided in Section 4.4(e) hereof or (ii) redemption or assumption except as provided in Section 2.10 hereof. (c) The terms, conditions and designations of such Additional Lessor Notes (which shall be consistent with this Indenture), except in the case of a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) shall be set forth in an indenture supplemental to this Indenture executed by the Owner Lessor and the Indenture Trustee. Such Additional Lessor Notes shall be executed as provided in Section 2.3 hereof and deposited with the Indenture Trustee for authentication, but before such Additional Lessor Notes shall be authenticated and delivered by the Indenture Trustee there shall be filed with the Indenture Trustee the following, all of which shall be dated as of the date of the supplemental indenture: (i) a copy of such supplemental indenture (which shall include the form of such Additional Lessor Notes and the certificate of authentication in respect thereof); (ii) an Officer's Certificate from the Facility Lessee (1) stating that no Significant Lease Default or Lease Event of Default has occurred and is continuing under the Facility Lease, (2) stating that the conditions in respect of the issuance of such Additional Lessor Notes contained in this Section 2.12 have been satisfied, (3) specifying the amount of the costs and expenses relating to the issuance and sale of such Additional Lessor Notes, (4) stating that payments pursuant to the Facility Lease and all supplements thereto of Periodic Rent and Termination Value, together with all other amounts payable pursuant to the terms of the Facility Lease, are calculated to be sufficient to pay when due all of the principal of and interest on the outstanding Lessor Notes, after taking into account the issuance of such Additional Lessor Notes and any related redemption of Lessor Notes theretofore outstanding and (5) all conditions to the Supplemental Financing or refinancing contained in Section 11.1 or ll.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfied; (iii) with respect to any Supplemental Financing, an Officer's Certificate from the Owner Lessor and an Officer's Certificate from the Lessor Manager stating that no Indenture Default under clauses (b) through (f) of Section 4.2 hereof or Lease Indenture Event of Default as to the Owner Lessor or the Lessor Manager, as the case may be, has occurred and is continuing; (iv) such additional documents, certificates and opinions as shall be reasonably required by the Indenture Trustee, and as shall be reasonably acceptable to the Indenture Trustee; (v) a request and authorization to the Indenture Trustee by the Owner Lessor to authenticate and deliver such Additional Lessor Notes to or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are stated therein, upon payment to the Indenture Trustee, but for the account of the Owner Lessor, of the sum or sums specified in such request and authorization; (vi) the consent of the Facility Lessee to such request and authorization; and (vii) an opinion of counsel to the Owner Lessor who shall be reasonably satisfactory to the Indenture Trustee, as to the authorization, validity and enforceability of the Additional Lessor Notes and that all conditions hereunder to the authentication and delivery of such Additional Lessor Notes have been complied with. (d) When the documents referred to in the foregoing clauses (i) through (vii) above shall have been filed with the Indenture Trustee and when the Additional Lessor Notes described in the above mentioned request and authorization shall have been executed and authenticated as required by this Indenture and the related supplemental indenture, the Indenture Trustee shall deliver such Additional Lessor Notes in the manner described in clause (v) above, but only upon payment to the Indenture Trustee of the sum or sums specified in such request and authorization. (e) This Indenture is an open-end deed of trust and mortgage which secures existing indebtedness, "future advances", "protective advances," "authorized advances"and "contingent obligations" as such terms are under or referred to under applicable Arizona law. The maximum principal indebtedness secured by this Indenture, including future advances and contingent obligations but excluding protective advances, shall not at any time exceed the total amount of Two Hundred Twenty Million Five Hundred Thousand Dollars ($220,500,000); provided, however, that nothing herein contained shall limit the amount secured by this Indenture if the Secured Indebtedness is increased by protective advances; and provided, further, such limitation as to such future advances and contingent obligations shall only pertain to the record priority of the amount thereof secured hereby pursuant to applicable law and does not otherwise limit the amount of total indebtedness of Owner Lessor secured hereby or limit the liability of Owner Lessor to Indenture Trustee for such total indebtedness, including future advances and contingent obligations. The future advances secured hereby shall be made to or for the account of Owner Lessor and may be made under the Additional Lessor Notes, or pursuant to promissory notes or other instruments evidencing such future advances which may be hereafter executed and delivered by Owner Lessor to Indenture Trustee. In the event that any notice is recorded or is received by Indenture Trustee, any commitment, agreement, or obligation to make future advances to or for the benefit of Owner Lessor shall immediately terminate.Additional

Additional Lessor Notes. (a) Additional Lessor Notes (each, an "Additional Lessor Note") of the Owner ---------------------- Lessor may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Initial Lessor Notes and subject to the conditions hereinafter provided in this Section 2.12, for cash in the amount equal to the original principal amount of such Additional Lessor Notes, for the purpose of (i) providing funds in connection with any Supplemental Financing pursuant to Section 11.1 of the Participation Agreement for the payment of all or any portion of Modifications to the Facility pursuant to Section 8 of the Facility Lease, or (ii) redeeming any previously issued Lessor Notes pursuant to an optional refinancing pursuant to Section 11.2 of the Participation Agreement and providing funds for the payment of all reasonable costs and expenses in connection therewith. (b) Before any Additional Lessor Notes shall be issued under the provisions of this Section 2.12, the Owner Lessor shall have delivered to the Lease Indenture Trustee, not less than fifteen (15) (unless a shorter period shall be satisfactory to the Lease Indenture Trustee) days nor more than thirty (30) days prior to the proposed date of issuance of any Additional Lessor Notes, a request and authorization to issue such Additional Lessor Notes, which request and authorization shall include the amount of such Additional Lessor Notes, the proposed date of issuance thereof and (except in connection with a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) a certification that terms thereof are not inconsistent with this IndentureIndenture and satisfy the conditions set forth in Section 11.1 or Section 11.2 of the Participation Agreement. Additional Lessor Notes shall have a designation so as to distinguish such Additional Lessor Notes from the Initial Lessor Notes theretofore issued, but otherwise shall rank pari passu with any Lessor all Notes then outstanding, be entitled to the same benefits and security of this Indenture as the other Lessor Notes issued pursuant to the terms hereof, be dated the date of original issuance of such Additional Lessor Notes, bear interest at such rates as shall be agreed between the Facility Lessee and the Owner Lessor and indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the final later of (a) the maturity date of the Initial then-existing Lease Debt and (b) in the case of Additional Lessor Notes issued on pursuant to Section 2.12(a)(i), the closing date. The Additional Lessor Notes shall not be subject date that is two (2) years prior to (i) purchase except as provided in Section 4.4(e) hereof or (ii) redemption or assumption except as provided in Section 2.10 hereofthe last day of the Basic Lease Term. (c) The terms, conditions and designations of such Additional Lessor Notes (which shall be consistent with this Indenture), except in the case of a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) shall be set forth in an indenture supplemental to this Indenture executed by the Owner Lessor and the Lease Indenture TrusteeTrustee , which supplemental indenture shall also serve as a mortgage modification (which shall be properly recorded) sufficient to assure the Lien of this Indenture shall continue to be a first priority perfected mortgage and security interest on the Indenture Estate for the entire aggregate principal amount of the Notes including any Additional Lessor Notes. Such Additional Lessor Notes shall be executed as provided in Section 2.3 hereof and deposited with the Lease Indenture Trustee for authentication, but before such Additional Lessor Notes shall be authenticated and delivered by the Lease Indenture Trustee there shall be filed with the Lease Indenture Trustee Trustee, the Owner Lessor and the Owner Participant the following, all of which shall be dated as of the date of the supplemental indenture: (i) a copy of such supplemental indenture (which shall include the form of such Additional Lessor Notes and the certificate of authentication in respect thereof); (ii) an Officer's Certificate from of the Facility Lessee (1A) stating that no Significant Lease Default or Lease Event of Default has occurred and is continuing under the Facility Leasecontinuing, (2B) stating that the conditions in respect of the issuance of such Additional Lessor Notes contained in this Section 2.12 and Section 11.1 or Section 11.2, as the case may be, of the Participation Agreement have been satisfied, (3C) specifying the amount of the costs and expenses relating to the issuance and sale of such Additional Lessor Notes, and (4D) stating that payments pursuant the amount of Period Lease Rent payable on each Rent Payment Date shall be at least equal to the aggregate amount of all principal and accrued interest payable on such Rent Payment Date on all Notes then outstanding and Termination Value (excluding the Equity Portion of Termination Value) shall in no event be less (when added to all other amounts required to be paid by the Facility Lessee in respect of any early termination of the Facility Lease and all supplements thereto exclusive of Periodic Rent and Termination Valueany portion thereof that is an Excepted Payment) than an amount sufficient, together with all other amounts payable pursuant to the terms as of the Facility Leasedate of payment, are calculated to be sufficient to pay when due all of in full the principal of of, and interest on, all Notes outstanding on the outstanding Lessor Notesand as of such date of payment, after taking into account the issuance of such Additional Lessor Notes and any related redemption of Lessor Notes theretofore outstanding and (5) all conditions to the Supplemental Financing or refinancing contained in Section 11.1 or ll.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfiedoutstanding; (iii) with respect to any Supplemental Financing, an Officer's Certificate from the Owner Lessor and an Officer's Certificate from the Lessor Manager stating that that, to its knowledge, no Indenture Default under clauses (b) through (f) of Section 4.2 hereof or Lease Indenture Event of Default as to the Owner Lessor or the Lessor Manager, as the case may be, has occurred and is continuing; (iv) such additional documents, certificates and opinions as shall be reasonably required by the Lease Indenture Trustee, and as shall be reasonably acceptable to the Lease Indenture Trustee; (v) a request and authorization to the Lease Indenture Trustee by the Owner Lessor to authenticate and deliver such Additional Lessor Notes to or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are stated therein, upon payment to the Lease Indenture Trustee, but for the account of the Owner Lessor, of the sum or sums specified in such request and authorization; (vi) the consent of the Facility Lessee to such request and authorization; and (vii) an opinion of counsel to the Owner Lessor who shall be reasonably satisfactory to the Lease Indenture Trustee, as to the authorization, validity and enforceability of the Additional Lessor Notes and that all conditions hereunder to the authentication and delivery of such Additional Lessor Notes have been complied with. (d) When the documents referred to in the foregoing clauses (i) through (vii) above shall have been filed with the Lease Indenture Trustee and when the Additional Lessor Notes described in the above mentioned request and authorization shall have been executed and authenticated as required by this Indenture and the related supplemental indenture, the Lease Indenture Trustee shall deliver such Additional Lessor Notes in the manner described in clause (v) above, but only upon payment to the Lease Indenture Trustee of the sum or sums specified in such request and authorization. (e) This Indenture is an open-end deed of trust and mortgage which secures existing indebtedness, "future advances", "protective advances," "authorized advances"and "contingent obligations" as such terms are under or referred to under applicable Arizona law. The maximum principal indebtedness secured by this Indenture, including future advances and contingent obligations but excluding protective advances, shall not at any time exceed the total amount of Two Hundred Twenty Million Five Hundred Thousand Dollars ($220,500,000); provided, however, that nothing herein contained shall limit the amount secured by this Indenture if the Secured Indebtedness is increased by protective advances; and provided, further, such limitation as to such future advances and contingent obligations shall only pertain to the record priority of the amount thereof secured hereby pursuant to applicable law and does not otherwise limit the amount of total indebtedness of Owner Lessor secured hereby or limit the liability of Owner Lessor to Indenture Trustee for such total indebtedness, including future advances and contingent obligations. The future advances secured hereby shall be made to or for the account of Owner Lessor and may be made under the Additional Lessor Notes, or pursuant to promissory notes or other instruments evidencing such future advances which may be hereafter executed and delivered by Owner Lessor to Indenture Trustee. In the event that any notice is recorded or is received by Indenture Trustee, any commitment, agreement, or obligation to make future advances to or for the benefit of Owner Lessor shall immediately terminate.

Additional Lessor Notes. (a) Additional Lessor Notes (each, an "Additional Lessor Note") of the Owner Lessor may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Initial Lessor Notes Note and subject to the conditions hereinafter provided in this Section 2.12, for cash in the amount equal to the original principal amount of such Additional Lessor Notes, for the purpose of (i) providing funds in connection with Supplemental Financing pursuant to Section 11.1 13.1 of the Participation Agreement for the payment of all or any portion of Modifications to the Facility pursuant to Section 8 of the Facility Lease, or (ii) redeeming any previously issued Lessor Notes pursuant to an optional refinancing pursuant to Section 11.2 13.2 of the Participation Agreement and providing funds for the payment of all reasonable costs and expenses in connection therewith. (b) Before any Additional Lessor Notes shall be issued under the provisions of this Section 2.12, the Owner Lessor shall have delivered to the Lease Indenture Trustee, not less than fifteen (15) (unless a shorter period shall be satisfactory to the Lease Indenture Trustee) days nor more than thirty (30) days prior to the proposed date of issuance of any Additional Lessor Notes, a request and authorization to issue such Additional Lessor Notes, which request and authorization shall include the amount of such Additional Lessor Notes, the proposed date of issuance thereof and (except in connection with a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) a certification that terms thereof are not inconsistent with this Indenture. Additional Lessor Notes shall have a designation so as to distinguish such Additional Lessor Notes from the Initial Lessor Notes theretofore issued, but otherwise shall rank pari passu with any Lessor all Notes then outstanding, be entitled to the same benefits and security of this Indenture as the other Lessor Notes issued pursuant to the terms hereof, be dated the date of original issuance of such Additional Lessor Notes, bear interest at such rates as shall be agreed between the Facility Lessee and the Owner Lessor and indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the final maturity date last day of the Initial Basic Lease Term, or, in the case of Additional Lessor Notes issued on pursuant to Section 2.12(a)(i), the closing date. The Additional Lessor Notes shall not be subject date that is two (2) years prior to (i) purchase except as provided in Section 4.4(e) hereof or (ii) redemption or assumption except as provided in Section 2.10 hereofthe last day of the Basic Lease Term. (c) The terms, conditions and designations of such Additional Lessor Notes (which shall be consistent with this Indenture), except in the case of a refinancing of all of the Lessor Notes pursuant to Section 11.2 of the Participation Agreement) shall be set forth in an indenture supplemental to this Indenture executed by the Owner Lessor and the Lease Indenture Trustee. Such Additional Lessor Notes shall be executed as provided in Section 2.3 hereof and deposited with the Lease Indenture Trustee for authentication, but before such Additional Lessor Notes shall be authenticated and delivered by the Lease Indenture Trustee there shall be filed with the Lease Indenture Trustee the following, all of which shall be dated as of the date of the supplemental indenture: (i) a copy of such supplemental indenture (which shall include the form of such Additional Lessor Notes and the certificate of authentication in respect thereof); (ii) an Officer's Certificate from of the Facility Lessee (1) stating that no Significant Lease Default or Lease Event of Default has occurred and is continuing under the Facility Leasecontinuing, (2) stating that the conditions in respect of the issuance of such Additional Lessor Notes contained in this Section 2.12 have been satisfied, (3) specifying the amount of the costs and expenses relating to the issuance and sale of such Additional Lessor Notes, and (4) stating that payments pursuant to the Facility Lease and all supplements thereto of Periodic Lease Rent and Termination Value, together with all other amounts payable pursuant to the terms of the Facility Lease, are calculated to be sufficient to pay when due all of the principal of and interest on the outstanding Lessor Notes, after taking into account the issuance of such Additional Lessor Notes and any related redemption of Lessor Notes theretofore outstanding and (5) all conditions to the Supplemental Financing or refinancing contained in Section 11.1 or ll.2 of the Participation Agreement or in any other provision of the Operative Documents have been satisfiedoutstanding; (iii) with respect to any Supplemental Financing, an Officer's Certificate from the Owner Lessor and an Officer's Certificate from the Lessor Manager stating that no Indenture Default under clauses (b) through (f) of Section 4.2 4.1 hereof or Lease Indenture Event of Default as to the Owner Lessor or the Lessor Manager, as the case may be, has occurred and is continuing; (iv) such additional documents, certificates and opinions as shall be reasonably required by the Lease Indenture Trustee, and as shall be reasonably acceptable to the Lease Indenture Trustee; (v) a request and authorization to the Lease Indenture Trustee by the Owner Lessor to authenticate and deliver such Additional Lessor Notes to or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are stated therein, upon payment to the Lease Indenture Trustee, but for the account of the Owner Lessor, of the sum or sums specified in such request and authorization; (vi) the consent of the Facility Lessee to such request and authorization; and (vii) an opinion of counsel to the Owner Lessor who shall be reasonably satisfactory to the Lease Indenture Trustee, as to the authorization, validity and enforceability of the Additional Lessor Notes and that all conditions hereunder to the authentication and delivery of such Additional Lessor Notes have been complied with. (d) When the documents referred to in the foregoing clauses (i) through (vii) above shall have been filed with the Lease Indenture Trustee and when the Additional Lessor Notes described in the above mentioned request and authorization shall have been executed and authenticated as required by this Indenture and the related supplemental indenture, the Lease Indenture Trustee shall deliver such Additional Lessor Notes in the manner described in clause (v) above, but only upon payment to the Lease Indenture Trustee of the sum or sums specified in such request and authorization. (e) This Indenture is an open-end deed of trust and mortgage which secures existing indebtedness, "future advances", "protective advances," "authorized advances"and "contingent obligations" as such terms are under or referred to under applicable Arizona law. The maximum principal indebtedness secured by this Indenture, including future advances and contingent obligations but excluding protective advances, shall not at any time exceed the total amount of Two Hundred Twenty Million Five Hundred Thousand Dollars ($220,500,000); provided, however, that nothing herein contained shall limit the amount secured by this Indenture if the Secured Indebtedness is increased by protective advances; and provided, further, such limitation as to such future advances and contingent obligations shall only pertain to the record priority of the amount thereof secured hereby pursuant to applicable law and does not otherwise limit the amount of total indebtedness of Owner Lessor secured hereby or limit the liability of Owner Lessor to Indenture Trustee for such total indebtedness, including future advances and contingent obligations. The future advances secured hereby shall be made to or for the account of Owner Lessor and may be made under the Additional Lessor Notes, or pursuant to promissory notes or other instruments evidencing such future advances which may be hereafter executed and delivered by Owner Lessor to Indenture Trustee. In the event that any notice is recorded or is received by Indenture Trustee, any commitment, agreement, or obligation to make future advances to or for the benefit of Owner Lessor shall immediately terminate.