Exhibit
4.1


 


IIP OPERATING PARTNERSHIP,
LP, as Issuer


 


INNOVATIVE INDUSTRIAL
PROPERTIES, Inc. AND SUBSIDIARY GUARANTORS, as GuarantorS


 


GLAS TRUST COMPANY
LLC, as Trustee


 





 



 


INDENTURE


 


Dated as of May 25, 2021
 


 






 



 


5.50% Senior Notes
due 2026


 






     


     


    

 





TABLE OF CONTENTS


 


	Section	Page



 




	Article 1 DEFINITIONS	1
	Section 1.01   Definitions	1
	Article 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	14
	Section 2.01   Designation Amount and Issue of Notes	14
	Section 2.02   Form of Notes	14
	Section 2.03   Date and Denomination of Notes; Payments of Interest	15
	Section 2.04   Execution of Notes	17
	Section 2.05   Note Registrar and Paying Agent	17
	Section 2.06   Exchange and Registration of Transfer of Notes; Restrictions on Transfer.	18
	Section 2.07   Mutilated, Destroyed, Lost or Stolen Notes	31
	Section 2.08   Temporary Notes	32
	Section 2.09   Cancellation of Notes	32
	Section 2.10   CUSIP Numbers	32
	Section 2.11   Issuance of Additional Notes	33
	Section 2.12   Debt Rating Effect on Interest Rate	33
	Article 3 REDEMPTION AND REPURCHASE OF NOTES	34
	Section 3.01   Optional Redemption of Notes.	34
	Section 3.02   Notice of Optional Redemption; Selection of Notes	34
	Section 3.03   Payment of Notes Called for Redemption by the Issuer	36
	Section 3.04   Sinking Fund	36
	Section 3.05   Change of Control Triggering Event	36
	Section 3.06   Repurchase	37
	Article 4 CERTAIN COVENANTS OF THE ISSUER	37
	Section 4.01   Payment of Principal, Premium and Interest	37
	Section 4.02   Maintenance of Office or Agency	38
	Section 4.03   Appointments to Fill Vacancies in Trustee’s Office	38
	Section 4.04   Provisions as to Paying Agent	38
	Section 4.05   Existence	39
	Section 4.06   Reports.	40
	Section 4.07   Stay, Extension and Usury Laws	41
	Section 4.08   Compliance Certificate	41
	Section 4.09   Limitations on Incurrence of Debt.	41
	Section 4.10   Insurance	43
	Section 4.11   Additional Interest Notice	43
	Article 5 NOTEHOLDERS’ LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE	43
	Section 5.01   Noteholders’ Lists	43



 






     


     


    

 





	Section 5.02   Preservation and Disclosure of Lists.	43
	Section 5.03   Reports by Trustee.	44
	Article 6 REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT	44
	Section 6.01   Events of Default	44
	Section 6.02   Payments of Notes on Default; Suit Therefor	47
	Section 6.03   Application of Monies Collected by Trustee	48
	Section 6.04   Proceedings by Noteholders	48
	Section 6.05   Proceedings by Trustee	49
	Section 6.06   Remedies Cumulative and Continuing	49
	Section 6.07   Direction of Proceedings and Waiver of Defaults by Majority of Noteholders	49
	Section 6.08   Notice of Defaults	50
	Section 6.09   Undertaking to Pay Costs	50
	Article 7 THE TRUSTEE	51
	Section 7.01   Duties and Responsibilities of Trustee	51
	Section 7.02   Reliance on Documents, Opinions, etc	52
	Section 7.03   No Responsibility for Recitals, etc	53
	Section 7.04   Trustee, Paying Agents or Registrar May Own Notes	53
	Section 7.05   Monies to Be Held in Trust	53
	Section 7.06   Compensation and Expenses of Trustee	53
	Section 7.07   Officers’ Certificate as Evidence	54
	Section 7.08   Conflicting Interests of Trustee	54
	Section 7.09   Eligibility of Trustee	54
	Section 7.10   Resignation or Removal of Trustee.	54
	Section 7.11   Acceptance by Successor Trustee	55
	Section 7.12   Succession by Merger	55
	Article 8 THE NOTEHOLDERS	56
	Section 8.01   Action by Noteholders	56
	Section 8.02   Proof of Execution by Noteholders	56
	Section 8.03   Absolute Owners	56
	Section 8.04   Issuer-owned Notes Disregarded	56
	Section 8.05   Revocation of Consents; Future Holders Bound	56
	Article 9 SUPPLEMENTAL INDENTURES	57
	Section 9.01   Supplemental Indentures Without Consent of Noteholders	57
	Section 9.02   Supplemental Indenture With Consent of Noteholders	58
	Section 9.03   Effect of Supplemental Indenture	58
	Section 9.04   Notation on Notes	59
	Section 9.05   Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee	59
	Article 10 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	59
	Section 10.01   Issuer May Consolidate on Certain Terms	59



 






     


     


    

 





	Section 10.02   Issuer Successor to Be Substituted	60
	Section 10.03   General Partner May Consolidate on Certain Terms	60
	Section 10.04   General Partner Successor to Be Substituted	61
	Section 10.05   Assumption by General Partner	61
	Article 11 SATISFACTION AND DISCHARGE OF INDENTURE	62
	Section 11.01   Discharge of Indenture	62
	Section 11.02   Deposited Monies to Be Held in Trust by Trustee	62
	Section 11.03   Paying Agent to Repay Monies Held	62
	Section 11.04   Return of Unclaimed Monies	63
	Section 11.05   Reinstatement	63
	Article 12 LEGAL DEFEASANCE AND COVENANT DEFEASANCE	63
	Section 12.01   Option to Effect Legal Defeasance or Covenant Defeasance	63
	Section 12.02   Legal Defeasance and Discharge	63
	Section 12.03   Covenant Defeasance	64
	Section 12.04   Conditions to Legal or Covenant Defeasance	64
	Section 12.05   Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	66
	Section 12.06   Repayment to Issuer	66
	Section 12.07   Reinstatement	66
	Article 13 IMMUNITY OF INCORPORATORS, STOCKHOLDERS,  OFFICERS AND DIRECTORS	67
	Section 13.01   Indenture and Notes Solely Corporate Obligations	67
	Article 14 MEETINGS OF HOLDERS OF NOTES	67
	Section 14.01   Purposes for Which Meetings May Be Called	67
	Section 14.02   Call, Notice and Place of Meetings.	67
	Section 14.03   Persons Entitled to Vote at Meetings	68
	Section 14.04   Quorum; Action	68
	Section 14.05   Determination of Voting Rights; Conduct and Adjournment of Meetings	69
	Section 14.06   Counting Votes and Recording Action of Meetings	69
	Article 15 GUARANTEE	70
	Section 15.01   Guarantee	70
	Section 15.02   Execution and Delivery of Guarantee	71
	Section 15.03   Limitation of Guarantors’ Liability; Certain Bankruptcy Events.	71
	Section 15.04   Additional Guarantors; Release of Guarantors and Guarantee Obligations.	72
	Article 16 Miscellaneous Provisions	73
	Section 16.01   Provisions Binding on Issuer’s and Guarantors’ Successors	73
	Section 16.02   Official Acts by Successor Corporation	73
	Section 16.03   Addresses for Notices, etc	73
	Section 16.04   Governing Law; Jury Trial Waiver; Consent to Jurisdiction	74



 






     


     


    

 





	Section 16.05   Evidence of Compliance with Conditions Precedent, Certificates to Trustee	76
	Section 16.06   Legal Holidays	76
	Section 16.07   Trust Indenture Act	76
	Section 16.08   No Security Interest Created	76
	Section 16.09   Benefits of Indenture	76
	Section 16.10   Table of Contents, Headings, etc	77
	Section 16.11   Authenticating Agent	77
	Section 16.12   Execution in Counterparts	77
	Section 16.13   Severability	78
	Section 16.14   USA PATRIOT Act	78


 






     


     


    

 



 


INDENTURE


 


INDENTURE, dated as of May 25, 2021, among IIP
Operating Partnership, LP, a Delaware limited partnership (the “Issuer”), Innovative Industrial Properties, Inc., a
Maryland corporation (the “General Partner”), each existing Subsidiary (as defined below) of the Issuer party hereto
(together with each other Subsidiary of the Issuer that from time to time executes and delivers a Guarantee (as defined below), the “Subsidiary
Guarantors,” and together with the General Partner, the “Guarantors”) and GLAS Trust Company LLC, a limited
liability company organized and existing under the law of the State of New Hampshire, as trustee hereunder (hereinafter called the “Trustee”).


 


Each party agrees as follows for the benefit of
the other parties and for the equal and ratable benefit of the holders of the Issuer’s 5.50% Senior Notes due 2026 (the “Notes”)
guaranteed by the Guarantors.


 


Article
1

DEFINITIONS


 


Section 1.01       
Definitions. The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless
the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective
meanings specified in this Section 1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act (as
defined below) or which are by reference therein defined in the Securities Act (as defined below) (except as herein otherwise expressly
provided or unless the context otherwise requires) shall have the respective meanings assigned to such terms in the Trust Indenture Act
and in the Securities Act as in force at the date of the execution of this Indenture. The words “herein,” “hereof,”
“hereunder” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or
other Subdivision. The terms defined in this Article include the plural as well as the singular.


 


“3.75% Exchangeable Senior Notes”
has the meaning specified in Section 15.04(a) hereof.


 


“Acquired Debt” means Debt of
a Person (1) existing at the time such Person becomes a Subsidiary or (2) assumed in connection with the acquisition of assets from such
Person, in each case, other than Debt incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition.
Acquired Debt shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired
Person becomes a Subsidiary.


 


“Additional Interest” means
Debt Rating Additional Interest, Registration Default Additional Interest, Reporting Failure Additional Interest and/or Shelf Registration
Additional Interest, as the case may be.


 


“Additional Interest Notice”
has the meaning specified in Section 4.11 hereof.


 






    1 


     


    

 


“Additional Notes” means additional
Notes (other than the Initial Notes) issued under this Indenture in accordance with Section 2.04, Section 2.11 and Section
4.09 hereof, as part of the same series as the Initial Notes.


 


“Adjusted Treasury Rate” means,
on any Redemption Date, the rate per year, as determined by the Quotation Agent, equal to:


 


(1)       the
yield, under the heading that represents the weekly average yield (being, if not reported as a weekly average yield, the average of the
five most recent daily reported yields), appearing in the most recently published statistical release designated “H.15” or
any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields
on actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,”
for the maturity corresponding to the Comparable Treasury Issue; provided that if no maturity is within three months before or after the
Remaining Life of the Notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury
Issue will be determined and the Adjusted Treasury Rate will be interpolated or extrapolated from those yields on a straight-line basis
rounding to the nearest month; or


 


(2)       if that release, or any successor release,
is not published during the week preceding the calculation date or does not contain such yields, the rate per year equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for that Redemption Date.


 


The Adjusted Treasury Rate will be calculated at 5:00 p.m. (New York
City time) on the third Business Day preceding the date of the notice of redemption by the Quotation Agent.


 


“Affiliate” of any specified
Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such
specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the
power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative
to the foregoing.


 


“Agent” means any Note Registrar,
co-registrar, Paying Agent or additional paying agent.


 


“Annual Debt Service Charge”
as of any date means the amount of interest expense, to the extent payable in cash, determined on a consolidated basis in accordance with
generally accepted accounting principles.


 


“Applicable Procedures” means,
with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary,
Euroclear and Clearstream that apply to such transfer or exchange.


 


“Authentication Order” has the
meaning specified in Section 2.01 hereof.


 






    2 


     


    

 


“Bankruptcy Law” means Title
11, U.S. Code or any similar federal, state, or foreign law for the relief of debtors.


 


“Benefited Party” has the meaning
specified in Section 15.01 hereof.


 


“Board of Directors” means the
board of directors of the General Partner or a committee of such board duly authorized to act for it hereunder.


 


“Broker-Dealer” means any broker
or dealer registered as such under the Exchange Act.


 


“Business Day” means, with respect
to any Note, any day, other than a Saturday, Sunday or any other day on which banking institutions in New York, New York are authorized
or obligated by law or executive order to close.


 


“Change of Control” means the
occurrence of one or more of the following events:


 


(1)       any
sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets
of the General Partner, the Issuer and the Issuer’s Subsidiaries, taken as a whole, to any Person or group of related Persons for
purposes of Section 13(d) of the Exchange Act (a “Group”), together with any Affiliates thereof (whether or not otherwise
in compliance with the provisions of this Indenture), other than to any Subsidiaries of the General Partner;


 


(2)       the
approval by the holders of capital stock of the General Partner of any plan or proposal for the liquidation or dissolution of the General
Partner (whether or not otherwise in compliance with the provisions of this Indenture); or


 


(3)       any
Person or Group shall become the owner, directly or indirectly, beneficially or of record, of shares representing more than 50% of the
aggregate ordinary voting power represented by the issued and outstanding capital stock of the General Partner, other than in connection
with a transaction or series of related transactions effected to form a holding company of the General Partner, if the stockholders of
such holding company immediately after such transaction or series of related transactions are substantially the same as the stockholders
of the General Partner immediately prior to such transaction or series of transactions.


 


“Change of Control Offer” has
the meaning specified in Section 3.05 hereof.


 


“Change of Control Payment Date”
has the meaning specified in Section 3.05 hereof.


 


“Change of Control Triggering Event”
means, in each case, the occurrence of both (1) a Change of Control and (2) a Rating Event.


 


“Clearstream” means Clearstream
Banking S.A.


 


“Commission” means the Securities
and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this
Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing
such duties at such time.


 






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“Comparable Treasury Issue”
means the U.S. Treasury security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the Remaining
Life that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the Remaining Life.


 


“Comparable Treasury Price”
means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than four such Reference
Treasury Dealer Quotations, the average of all such Quotations.


 


“Consolidated Income Available for Debt
Service” means, for any period, Earnings from Operations of the Issuer, the General Partner and the Issuer’s Subsidiaries
plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (1) Annual Debt
Service Charge of the Issuer, the General Partner and the Issuer’s Subsidiaries, (2) provision for taxes of the Issuer, the General
Partner and the Issuer’s Subsidiaries based on income, (3) provisions for gains and losses on properties and depreciation, amortization
and other non-cash items deducted in the calculation of Earnings from Operations, including, without limitation, stock-based compensation
expense, (4) increases in deferred taxes and other non-cash items (other than, for the avoidance of doubt, the accrual of revenue in accordance
with generally accepted accounting principles), (5) depreciation and amortization with respect to interests in joint venture and partially
owned entity investments, (6) the effect of any charge resulting from a change in accounting principles in determining Earnings from Operations
for such period, (7) amortization of deferred charges, (8) unusual and/or non-recurring items deducted in the calculation of Earnings
from Operations, (9) the amount of fees, costs and expenses incurred in connection with any acquisition, any disposition, any investment,
any incurrence, issuance, repayment, amendment or modification of Debt (including make-whole amounts, prepayment premiums and similar
amounts) or any issuance, redemption or other retirement of equity interests during such period and (10) the amount of (a) any restructuring,
impairment and/or settlement charges and expenses, (b) any casualty or condemnation event and (c) any losses, charges and expenses in
respect of discontinued operations.


 


“Corporate Trust Office” or
other similar term, means the designated office of the Trustee at which, at any particular time, its corporate trust business as it relates
to this Indenture shall be administered, which office is, at the date as of which this Indenture is dated, located at the address set
forth in Section 16.03 hereof.


 


“Covenant Defeasance” has the
meaning specified in Section 12.03 hereof.


 


“CUSIP” means the Committee
on Uniform Securities Identification Procedures.


 


“Custodian” means GLAS Trust
Company LLC, as custodian with respect to the Notes in global form, or any successor entity thereto.


 






    4 


     


    

 


“Debt” means any of the
Issuer’s, the General Partner’s or any of the Issuer’s Subsidiaries’ indebtedness in respect of (without
duplication) (1) borrowed money evidenced by bonds, notes, debentures or similar instruments, (2) indebtedness secured by any
mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by the Issuer, the General Partner
or any of the Issuer’s Subsidiaries, but only to the extent of the lesser of (a) the amount of indebtedness so secured and (b)
the fair market value (determined in good faith by such Person) of the property subject to such mortgage, pledge, lien, charge,
encumbrance or security interest, (3) non-contingent reimbursement obligations, contingent or otherwise, in connection with any
letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase price of any property or
services, excluding (i) trade and similar accounts payable and accrued expenses, in each case arising in the ordinary course of
business, (ii) accrued pension cost, employee compensation and benefits and postretirement health care obligations arising in the
ordinary course of business, and (iii) obligations in respect of customer advances, or (4) any lease of property by the Issuer, the
General Partner or any of the Issuer’s Subsidiaries as lessee which is reflected on the Issuer’s consolidated balance
sheet as a financing lease in accordance with generally accepted accounting principles (and that, for the avoidance of doubt, would
have constituted a financing or capital lease in conformity with generally accepted accounting principles as applicable immediately
prior to giving effect to FASB Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (February 2016)); but only
to the extent that any such items (other than letters of credit) would appear as a liability on the Issuer’s consolidated
balance sheet in accordance with generally accepted accounting principles. The term “Debt” also includes, to the extent
not otherwise included, any obligation of the Issuer, the General Partner or any of the Issuer’s Subsidiaries to be liable
for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business or for
the purposes of guaranteeing the payment of all amounts due and owing pursuant to leases to which the Issuer, the General Partner or
any of the Issuer’s Subsidiaries are a party and have assigned its or their interest, provided that such assignee of the
Issuer, the General Partner or the Issuer’s Subsidiary is not in default of any amounts due and owing under such leases), Debt
of another Person (other than the Issuer, the General Partner or any of the Issuer’s Subsidiaries) (it being understood that
Debt shall be deemed to be incurred by the Issuer, the General Partner or any of the Issuer’s Subsidiaries whenever the
Issuer, the General Partner or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof).
Notwithstanding the foregoing, Debt shall not include (i) earnouts and holdbacks in connection with acquisitions; (ii) legally
defeased, discharged and/or redeemed indebtedness; or (iii) interest, fees, make-whole amounts, premium, charges or expenses, if
any, relating to the principal amount of indebtedness.


 


“Debt Rating” has the meaning
specified in Section 2.12 hereof.


 


“Debt Rating Additional Interest”
has the meaning specified in Section 2.12 hereof.


 


“Default” means any event which,
after notice or the lapse of time, or both, would become, an Event of Default.


 


“Defaulted Interest” has the
meaning specified in Section 2.03 hereof.


 






    5 


     


    

 


“Definitive Note” means a
certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not
have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.


 


“Depositary” means the clearing
agency registered under the Exchange Act that is designated to act as the Depositary for the Global Notes. DTC shall be the initial Depositary,
until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary”
shall mean or include such successor.


 


“DTC” means The Depository Trust
Company.


 


“Earnings from Operations” means,
for any period, net income or loss of the Issuer, the General Partner and the Issuer’s Subsidiaries, excluding (1) provisions for
gains and losses on sales of investments or joint ventures; (2) provisions for gains and losses on disposition of discontinued operations;
(3) non-recurring and/or unusual items deducted in the calculation of net income or loss; and (4) impairment charges, property valuation
losses and non-cash charges necessary to record interest rate contracts at fair value; plus amounts received as rent under leases which
are accounted for as financing arrangements net of related interest income, as reflected in the consolidated financial statements of the
Issuer, the General Partner and the Issuer’s Subsidiaries for such period determined in accordance with generally accepted accounting
principles.


 


“EDGAR” has the meaning specified
in Section 4.06(a) hereof.


 


“Egan Jones” means Egan-Jones
Ratings Company, or any successor to the rating agency business thereof.


 


“Euroclear” means Euroclear
Bank SA/NV, as operator of the Euroclear system.


 


“Event of Default” means any
event specified in Section 6.01 hereof as an Event of Default.


 


“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.


 


“Exchange Notes” means the Notes
issued in the Exchange Offer pursuant to Section 2.06(f) hereof.


 


“Exchange Offer” has the meaning
set forth in the Registration Rights Agreement.


 


“Exchange Offer Registration Statement”
has the meaning set forth in the Registration Rights Agreement.


 


“Fitch” means Fitch Ratings
Inc., or any successor to the rating agency business thereof.


 


“General Partner” means the
corporation named as the “General Partner” in the first paragraph of this Indenture, and, subject to the provisions of Article
10 hereof, shall include its successors and assigns.


 






    6 


     


    

 


“Global Note Legend” means the
legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.


 


“Global Notes” means, individually
and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered
in the name of the Depositary or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note
Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with
this Indenture.


 


“Government Securities” means
direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges
its full faith and credit.


 


“Guarantee” means the full and
unconditional guarantee provided by each Guarantor in respect of the Notes as made applicable to the Notes in accordance with the provisions
of Section 15.01 hereof, including as the result of execution and delivery of a Guarantee substantially in the form of Exhibit D
hereto pursuant to the provisions of this Indenture.


 


“Guarantee Obligations” has
the meaning specified in Section 15.01 hereof.


 


“Guarantors” means the “Guarantors”
referred to in the first paragraph of this Indenture, and, subject to the provisions of Article 10 hereof, shall include each such
Guarantor’s successors and assigns.


 


“Indenture” means this instrument
as originally executed or, if amended or supplemented as herein provided, as so amended or supplemented.


 


“Indirect Participant” means
a Person who holds a beneficial interest in a Global Note through a Participant.


 


“Initial Notes” means the first
$300,000,000 aggregate principal amount of Notes issued under this Indenture on the date hereof.


 


“Initial Purchasers” means each
of BTIG, LLC and Piper Sandler & Co.


 


“Intercompany Debt” means Debt
to which the only parties are any of the Issuer, the General Partner and any of their Subsidiaries; provided, however, that with respect
to any such Debt of which the Issuer or the General Partner is the borrower, such Debt is subordinate in right of payment to the Notes.


 


“interest” means, when used
with reference to the Notes, any interest payable under the terms of the Notes, including Additional Interest, if any, payable under the
terms hereof or the terms of the Registration Rights Agreement.


 


“Interest Payment Date” means,
with respect to the payment of interest on the Notes, each May 15 and November 15 of each year, beginning on November 15,
2021.


 






    7 


     


    

 


“Investment Grade Rating” means
a rating equal to or greater than BBB- by Egan Jones, S&P and Fitch and Baa3 by Moody’s or, in each case, the equivalent thereof
under any new ratings system if the ratings system of any such agency shall be modified after the date hereof, or the equivalent rating
of any other Rating Agency selected by the Issuer as provided in the definition of “Rating Agency.”


 


“Issuer” means the limited partnership
named as the “Issuer” in the first paragraph of this Indenture, and, subject to the provisions of Article 10 hereof,
shall include its successors and assigns.


 


“Legal Defeasance” has the meaning
specified in Section 12.02 hereof.


 


“Letter of Transmittal” means
the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with
the Exchange Offer.


 


“Maturity Date” means May 25,
2026.


 


“Moody’s” means Moody’s
Investors Service, Inc., or any successor to the rating agency business thereof.


 


“Non-U.S. Person” means a Person
who is not a U.S. Person.


 


“Note” or “Notes”
means any Note or Notes, as the case may be, authenticated and delivered under this Indenture, including the Initial Notes, any Additional
Notes and any Global Note.


 


“Note Register” has the meaning
specified in Section 2.05 hereof.


 


“Note Registrar” has the meaning
specified in Section 2.05 hereof.


 


“Noteholder” or “Holder”
as applied to any Note, or other similar terms (but excluding the term “beneficial holder”), means any Person in whose name
at the time a particular Note is registered on the Note Registrar’s books.


 


“Offering Memorandum” means
the Issuer’s and the Guarantors’ preliminary offering memorandum dated May 17, 2021 relating to the initial offering
of the Notes.


 


“Officer” means, with respect
to any Person, any person holding any of the following positions with such Person, or, in the case of a Person that is a partnership,
the general partner of such Person: the Chairman of the Board, the Chief Executive Officer, the President, any Vice President (whether
or not designated by a number or numbers or word or words added before or after the title “Vice President”), the Chief Financial
Officer, the Treasurer and the Secretary.


 


“Officers’ Certificate”
means, with respect to any Person, a certificate to be delivered to the Trustee signed by any two Officers or by one such Officer and
any Assistant Treasurer or Assistant Secretary of such Person or, in the case of a Person that is a partnership, the general partner of
such Person.


 






    8 


     


    

 


“Opinion of Counsel” means,
with respect to any Person, an opinion in writing signed by legal counsel, who may be an employee of or counsel to such Person, or other
counsel reasonably acceptable to the Trustee.


 


“outstanding,” when used with
reference to Notes and subject to the provisions of Section 8.04 hereof, means, as of any particular time, all Notes authenticated
and delivered by the Trustee under this Indenture, except:


 


(1)       Notes
theretofore canceled by the Trustee or delivered to the Trustee for cancellation;


 


(2)       Notes,
or portions thereof, (i) for the redemption of which monies in the necessary amount shall have been deposited in trust with the Trustee
or with any Paying Agent (other than the Issuer or any Guarantor) or (ii) which shall have been otherwise discharged in accordance with
Article 11 hereof;


 


(3)       Notes
in lieu of which, or in substitution for which, other Notes shall have been authenticated and delivered pursuant to the terms of Section
2.07 hereof; and


 


(4)       Notes
paid or redeemed pursuant to Article 3 hereof.


 


“Par Call Date” means February
25, 2026.


 


“Participant” means, with respect
to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and,
with respect to DTC, shall include Euroclear and Clearstream).


 


“Paying Agent” has the meaning
specified in Section 2.05 hereof.


 


“Person” means an individual,
partnership, corporation, limited liability company, unincorporated organization, trust or joint venture, or a governmental agency or
political subdivision thereof.


 


“Predecessor Note” of any particular
Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note, and, for the purposes
of this definition, any Note authenticated and delivered under Section 2.07 hereof in lieu of a lost, destroyed or stolen Note
shall be deemed to evidence the same debt as the lost, destroyed or stolen Note that it replaces.


 


“premium” means any premium
payable under the terms of the Notes.


 


“Primary Treasury Dealer” means
a primary U.S. Government securities dealer.


 


“Private Placement Legend” means
the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.


 


“QIB” means any “qualified
institutional buyer” (as defined in Rule 144A).


 






    9 


     


    

 


“Quotation Agent” means the
Reference Treasury Dealer appointed by the Issuer.


 


“Rating Agency” means (1) each
of Egan Jones, Fitch, Moody’s and S&P and (2) if Egan Jones, Fitch, Moody’s or S&P ceases to rate the Notes for reasons
outside of the Issuer’s control, a “nationally recognized statistical rating organization” as such term is defined in
Section 3(a)(62) of the Exchange Act selected by the Issuer as a replacement agency for Egan Jones, Fitch, Moody’s or S&P, as
the case may be.


 


“Rating Event” means the Notes
are downgraded by at least one rating category from the applicable rating of such Notes on the first day of the Trigger Period by one
of the Rating Agencies (if the Notes are then only rated by one Rating Agency) or by at least two of the Rating Agencies (if the Notes
are then rated by two or more of the Rating Agencies) and/or cease to be rated by all of the Rating Agencies, in each case, on any date
during the Trigger Period; provided that a Rating Event will not be deemed to have occurred unless the rating category of the Notes
is below an Investment Grade Rating by one of the Rating Agencies (if the Notes are then only rated by one Rating Agency) or by at least
two of the Rating Agencies (if the Notes are then rated by two or more of the Rating Agencies); provided, further, that
a Rating Event will not be deemed to have occurred in respect of a particular Change of Control if each applicable downgrading Rating
Agency does not publicly announce or confirm or inform the Trustee in writing at the Issuer’s request that the reduction was the
result of the Change of Control (whether or not the applicable Change of Control has occurred at the time of the Change of Control Triggering
Event). Notwithstanding the foregoing, no Rating Event will be deemed to have occurred in connection with any particular Change of Control
unless and until such Change of Control has actually been consummated; provided that in the event that a Rating Agency does not
provide a rating of the Notes on the first day of the Trigger Period, such absence of rating shall be treated as both a downgrade in the
rating of the Notes below an Investment Grade Rating by such Rating Agency and a downgrade that results in such Notes no longer being
rated at the rating category in effect on the first day of the Trigger Period by such Rating Agency, in each case, and shall not be subject
to the second proviso in the immediately preceding sentence.


 


“Record Date” has the meaning
specified in Section 2.03 hereof.


 


“Redemption Date” means, with
respect to any Note or portion thereof to be redeemed in accordance with the provisions of Section 3.01 hereof, the date fixed
for such redemption in accordance with the provisions of Section 3.01 hereof.


 


“Redemption Price” has the meaning
provided in Section 3.01 hereof.


 


“Reference Treasury Dealer”
means (1) BTIG, LLC, its successor or one of its affiliates, (2) Piper Sandler & Co., its successor or one of its affiliates, (3)
a Primary Treasury Dealer selected by the Trustee, its successor or one of its affiliates and (4) any one other Primary Treasury Dealer
selected by the Issuer; provided, however, that if any of the Reference Treasury Dealers referred to in clauses (1) through
(3) above for the Notes ceases to be a Primary Treasury Dealer, the Issuer will substitute therefor another Primary Treasury Dealer.


 


“Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business
Day preceding such Redemption Date.


 






    10 


     


    

 


“Registration Default” has the
meaning specified in Section 2(d) of the Registration Rights Agreement.


 


“Registration Default Additional Interest”
means “Additional Interest” as defined in Section 2(d) of the Registration Rights Agreement.


 


“Registration Rights Agreement”
means the Registration Rights Agreement, dated as of May 25, 2021, among the Issuer, the Guarantors and BTIG, LLC, as representative
of the Initial Purchasers, as the same may be amended, modified or supplemented from time to time.


 


“Regulation S” means Regulation
S under the Securities Act or any successor regulation.


 


“Regulation S Global Note” means
a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Regulation S.


 


“Remaining Life” means the remaining
term of the Notes to be redeemed, calculated as if the maturity date of such Notes were the Par Call Date.


 


“Reporting Failure Additional Interest”
means additional interest accruing pursuant to Section 6.01 of this Indenture as the sole remedy for any violation of any
obligations the Issuer or the General Partner may be deemed to have pursuant to section 314(a)(1) of the Trust Indenture Act or for the
Issuer’s or General Partner’s breach of Section 4.06 hereof.


 


“Responsible Officer” shall
mean, when used with respect to the Trustee, any vice president, assistant vice president, any trust officer or assistant trust officer
of the Trustee customarily performing functions similar to those performed by any of the above designated officers with direct responsibility
for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of such person’s knowledge of or familiarity with the particular subject.


 


“Restricted Definitive Note”
means a Definitive Note bearing the Private Placement Legend.


 


“Restricted Global Note” means
a Global Note bearing the Private Placement Legend.


 


“Restricted Period” means the
40-day distribution compliance period as defined in Regulation S.


 


“Rule 144” means Rule 144 under
the Securities Act (or any successor rule), as it may be amended from time to time hereafter.


 






    11 


     


    

 


“Rule 144A” means Rule 144A
under the Securities Act (or any successor rule), as it may be amended from time to time hereafter.


 


“Rule 144A Global Note” means
a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.


 


“Rule 903” means Rule 903
promulgated under the Securities Act as it may be amended from time to time hereafter.


 


“Rule 904”means Rule 904
promulgated under the Securities Act as it may be amended from time to time hereafter.


 


“S&P” means Standard &
Poor’s Ratings Group, Inc., or any successor to the rating agency business thereof.


 


“Securities Act” means the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in effect from time to time.


 


“Shelf Registration Additional Interest”
has the meaning set forth in the Registration Rights Agreement.


 


“Shelf Registration Statement”
has the meaning set forth in the Registration Rights Agreement.


 


“Significant Subsidiary” means
any subsidiary which is a “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X promulgated by the
Commission as in effect on the date hereof.


 


“Stated Maturity,” with respect
to any Note or any installment of principal thereof or interest thereon, means the date established by or pursuant to this Indenture or
such Note as the fixed date on which the principal of such Note or such installment of principal or interest is due and payable.


 


“Subsidiary” means, with respect
to any Person, (i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of
capital stock or other equity interest entitled (without regard to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other subsidiaries
of that Person (or a combination thereof) and (ii) any partnership (a) the sole general partner or managing general partner of which is
such Person or a subsidiary of such Person or (b) the only general partners of which are such Person or of one or more subsidiaries of
such Person (or any combination thereof).


 


“Subsidiary Guarantors” has
the meaning specified in the introduction of this Indenture.


 






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“Total Assets” as of any date
means the sum of (1) the Issuer’s, the General Partner’s and all of the Issuer’s Subsidiaries’ Undepreciated Real
Estate Assets and (2) all of the Issuer’s, the General Partner’s and all of the Issuer’s Subsidiaries’ other assets
determined in accordance with generally accepted accounting principles (but excluding intangibles).


 


“Trigger Period” means the 60-day
period commencing on the earlier of (1) the occurrence of a Change of Control or (2) the first public announcement of the occurrence of
a Change of Control or the Issuer’s intention to effect a Change of Control (which Trigger Period will be extended so long as the
ratings of the Notes are under publicly-announced consideration for possible downgrade by any of the Rating Agencies); provided
that the Trigger Period will terminate with respect to each Rating Agency when such Rating Agency takes action (including affirming its
existing ratings) with respect to such Change of Control.


 


“Trust Indenture Act” means
the Trust Indenture Act of 1939, as amended, as it was in force at the date of this Indenture; provided, that if the Trust Indenture Act
of 1939 is amended after the date hereof, the term “Trust Indenture Act” shall mean, to the extent required by such amendment,
the Trust Indenture Act of 1939 as so amended.


 


“Trustee” means GLAS Trust Company
LLC, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may
be a party and any successor trustee at the time serving as successor trustee hereunder.


 


“Undepreciated Real Estate Assets”
as of any date means the cost (original cost plus capital improvements) of the Issuer’s, the General Partner’s and the Issuer’s
Subsidiaries’ real estate assets, right of use assets associated with a financing lease in accordance with generally accepted accounting
principles on such date, before depreciation and amortization determined on a consolidated basis in accordance with generally accepted
accounting principles; provided that “Undepreciated Real Estate Assets” will not include the right of use assets associated
with an operating lease in accordance with generally accepted accounting principles.


 


“Unencumbered Total Asset Value”
as of any date means the sum of (1) those Undepreciated Real Estate Assets not encumbered by any mortgage, lien, charge, pledge or security
interest and (2) all of the Issuer’s, the General Partner’s and the Issuer’s Subsidiaries’ other assets on a consolidated
basis determined in accordance with generally accepted accounting principles (but excluding intangibles), in each case which are unencumbered
by any mortgage, lien, charge, pledge or security interest; provided, however, that, in determining Unencumbered Total Asset Value for
purposes of Section 4.09(d) hereof, all investments by the Issuer, the General Partner and any of the Issuer’s Subsidiaries
in unconsolidated joint ventures, unconsolidated limited partnerships, unconsolidated limited liability companies and other unconsolidated
entities accounted for financial reporting purposes using the equity method of accounting in accordance with generally accepted accounting
principles shall be excluded from Unencumbered Total Asset Value.


 


“Unrestricted Definitive Note”
means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.


 






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“Unrestricted Global Note” means
a Global Note that does not bear and is not required to bear the Private Placement Legend.


 


“U.S. Person” means a U.S. Person
as defined in Rule 902(k) promulgated under the Securities Act.


 


Article
2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


Section 2.01       
Designation Amount and Issue of Notes. The Notes shall be designated as the “5.50% Senior Notes due 2026.”
Upon the execution of this Indenture, and from time to time thereafter, the Notes may be executed by the Issuer and delivered to the
Trustee for authentication, and the Trustee shall thereupon authenticate and deliver the Notes upon a written order of the Issuer (an
“Authentication Order”), such order signed on behalf of the Issuer by two Officers of the General Partner or by an Officer
of the General Partner and either an Assistant Treasurer or any Assistant Secretary of the General Partner and an Opinion of Counsel
as to, among other things, the enforceability of this Indenture and the Notes. At any time and from time to time thereafter, the Trustee
shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes in an aggregate principal amount specified
in such Authentication Order for such Additional Notes issued hereunder and, in the case of any issuance of Additional Notes pursuant
to Section 2.11, such Authentication Order shall certify that such issuance is in compliance with this Indenture. A Note
will not be valid and obligatory for any purpose until authenticated by the manual signature of the Trustee.


 


The aggregate principal amount of Notes which may
be authenticated and delivered under this Indenture is unlimited; provided, that upon initial issuance, the aggregate principal amount
of Notes outstanding shall not exceed $300,000,000, except as provided in Section 2.07 and Section 2.08 hereof. The Issuer
may, without the consent of the Holders of Notes, issue Additional Notes from time to time in the future in an unlimited principal amount,
subject to compliance with the terms of this Indenture, including Section 2.11 hereof.


 


Section 2.02       
Form of Notes. The Notes issued in global form will be substantially in the form of Exhibit A hereto (including
the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued
in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and
without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such
of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding
Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time
to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee
or the Custodian, at the direction of the Trustee. The terms and provisions contained in the form of Note attached as Exhibit A
hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Issuer and the
Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.


 






    14 


     


    

 


Any of the Notes may have such letters, numbers
or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution
thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required
by the Custodian, the Depositary or as may be required for the Notes to be tradeable on any market existing or developed for trading of
securities pursuant to Rule 144A or as may be required to comply with any applicable law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to
conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.


 


So long as the Notes are eligible for book-entry
settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.06(a) hereof,
all of the Notes will be represented by one or more Global Notes. The transfer and exchange of beneficial interests in any such Global
Note shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Except
as provided in Section 2.06 hereof, beneficial owners of a Global Note shall not be entitled to have certificates registered
in their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered
Holders of such Global Note.


 


Section 2.03       
Date and Denomination of Notes; Payments of Interest. The Notes shall be issuable in registered form without coupons
in denominations of $2,000 principal amount and integral multiples of $1,000 in excess thereof. Each Note shall be dated the date of
its authentication and shall bear interest from the date specified on the face of the form of Note attached as Exhibit A
hereto. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve (12) 30-day months.


 


The Person in whose name any Note (or its Predecessor
Note) is registered on the Note Register at 5:00 p.m., New York City time, on any Record Date with respect to any Interest Payment Date
shall be entitled to receive the interest payable on such Interest Payment Date. Interest shall be payable at the office of the Issuer
maintained by the Issuer for such purposes, which shall initially be the Corporate Trust Office. The Issuer shall pay interest (i) on
any Notes in certificated form by check mailed to the address of the Person entitled thereto as it appears in the Note Register; provided,
however, that a Holder of any Notes in certificated form in the aggregate principal amount of more than $2.0 million may specify by written
notice to the Issuer that it pay interest by wire transfer of immediately available funds to the account specified by the Noteholder in
such notice, or (ii) on any Global Note by wire transfer of immediately available funds to the account of the Depositary or its nominee.
If a payment date is not a Business Day, payment shall be made on the next succeeding Business Day, and no additional interest shall accrue
thereon. The term “Record Date” with respect to any Interest Payment Date shall mean the May 1 or November 1 preceding the
applicable May 15 or November 15 Interest Payment Date, respectively.


 


No other payment or adjustment will be made for
accrued interest on an exchanged Note.


 


Any interest on any Note which is payable,
but is not punctually paid or duly provided for, on any May 15 or November 15 (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Noteholder registered as such on the relevant Record Date, and such
Defaulted Interest shall be paid by the Issuer, at its election in each case, as provided in clause (1) or (2) below:


 






    15 


     


    

 


(1)       The
Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes)
are registered at 5:00 p.m., New York City time, on a special record date for the payment of such Defaulted Interest, which shall be fixed
in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each
Note and the date of the proposed payment (which shall be not less than twenty-five (25) calendar days after the receipt by the Trustee
of such notice, unless the Trustee shall consent to an earlier date), and at the same time the Issuer shall deposit with the Trustee an
amount of monies equal to the aggregate amount to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit on or prior to the date of the proposed payment, such monies when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record
date for the payment of such Defaulted Interest which shall be not more than fifteen (15) calendar days and not less than ten (10) calendar
days prior to the date of the proposed payment, and not less than ten (10) calendar days after the receipt by the Trustee of the notice
of the proposed payment (unless the Trustee shall consent to an earlier date). The Trustee shall promptly notify the Issuer of such special
record date and, in the name and at the expense of the Issuer, shall cause notice of the proposed payment of such Defaulted Interest and
the special record date therefor to be delivered to each Holder at its physical or electronic mail address as it appears in the Note Register,
not less than ten (10) calendar days prior to such special record date (unless the Trustee shall consent to an earlier date). Notice of
the proposed payment of such Defaulted Interest and the special record date therefor having been so delivered, such Defaulted Interest
shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at 5:00 p.m., New York City
time, on such special record date and shall no longer be payable pursuant to the following clause (2) of this Section 2.03.


 


(2)       The
Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange or automated quotation system on which the Notes may be listed or designated for issuance, and upon such notice as may be required
by such exchange or automated quotation system, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to
this clause, such manner of payment shall be deemed practicable by the Trustee.


 






    16 


     


    

 



 


Section 2.04       
Execution of Notes. The Notes shall be signed, in the name and on behalf of the Issuer, manually or by facsimile or
other electronic imaging means by an Officer of the General Partner. The Trustee will, upon receipt of an Authentication Order, authenticate
Notes for issue under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time
may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders,
except as provided in Section 2.07 and Section 2.08 hereof.


 


Only such Notes as shall bear thereon a
certificate of authentication substantially in the form set forth on the form of Note attached as Exhibit A hereto,
executed manually by the Trustee (or an authenticating agent appointed by the Trustee as provided by Section 16.11 hereof),
shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee (or
such an authenticating agent) upon any Note executed by the Issuer shall be conclusive evidence that the Note so authenticated has
been duly authenticated and delivered hereunder and that the Holder is entitled to the benefits of this Indenture.


 


In case any Officer of the General Partner who
shall have signed any of the Notes shall cease to be such Officer of the General Partner before the Notes so signed shall have been authenticated
and delivered by the Trustee, or disposed of by the Issuer, such Notes nevertheless may be authenticated and delivered or disposed of
as though the person who signed such Notes had not ceased to be such Officer of the General Partner, and any Note may be signed on behalf
of the Issuer by such persons as, at the actual date of the execution of such Note, shall be the proper Officers of the General Partner,
although at the date of the execution of this Indenture any such person was not such an Officer of the General Partner.


 


Section 2.05       
Note Registrar and Paying Agent. The Issuer will maintain an office or agency where Notes may be presented for registration
of transfer or for exchange (“Note Registrar”) and an office or agency where Notes may be presented for payment (“Paying
Agent”). The Note Registrar will keep a register of the Notes and of their transfer and exchange (the “Note Register”).
The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Note Registrar” includes
any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent
or Note Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Agent not
a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Note Registrar or Paying Agent, the Trustee shall
act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Note Registrar.


 


The Issuer initially appoints DTC to act as Depositary
with respect to the Global Notes.


 


The Issuer initially appoints the Trustee to act
as the Note Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.


 


The Issuer will require each Paying Agent other
than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held
by the Paying Agent for the payment of principal, premium or Additional Interest, if any, or interest on the Notes, and will notify the
Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent
to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee.
Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or its Subsidiary) will have no further liability for the
money. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit
of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee
will serve as Paying Agent for the Notes.


 






    17 


     


    

 


Section
2.06        Exchange
and Registration of Transfer of Notes; Restrictions on Transfer.


 


(a)           Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee
of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer
for Definitive Notes if:


 


(1)         the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or
that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed
by the Issuer within 120 days after the date of such notice from the Depositary;


 


(2)         the
Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and
delivers a written notice to such effect to the Trustee; or


 


(3)         upon
request from the Depositary if there has occurred and is continuing a Default or Event of Default with respect to the Notes.


 


Upon the occurrence of either of the preceding
events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Section 2.07 and Section 2.08 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06,
Section 2.07 or Section 2.08 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not be exchanged for another Note, other than as provided in this Section 2.06(a); provided, however,
beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f)
hereof.


 


(b)           Transfer
and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will
be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required
by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1)
or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:


 


(1)         Transfer
of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of
the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or
for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note
may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No
written orders or instructions shall be required to be delivered to the Note Registrar to effect the transfers described in this Section
2.06(b)(1).


 






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(2)         All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges
of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver
to the Note Registrar either:


 


(A)          both:


 


(i)          a
written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing
the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest
to be transferred or exchanged; and


 


(ii)         instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be
credited with such increase; or


 


(B)          both:


 


(i)          a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged;
and


 


(ii)         instructions given by the Depositary to the Note Registrar containing information regarding the Person in whose name such Definitive
Note shall be registered to effect the transfer or exchange referred to in (1) above.


 


Upon consummation of an Exchange Offer by the Issuer
in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have
been satisfied upon receipt by the Note Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of
such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall
adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.


 


(3)         Transfer
of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred
to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies
with the requirements of Section 2.06(b)(2) above and the Note Registrar receives the following:


 


(A)         
if the transferee will take delivery in the form of a beneficial interest in the Rule 144A Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and


 


(B)          if the transferee will take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.


 






    19 


     


    

 


(4)         Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global
Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted
Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note
if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:


 


(A)         such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies
in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution
of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer;


 


(B)          such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;


 


(C)          such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement; or


 


(D)          the
Note Registrar receives the following:


 


(i)          if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications
in item (1)(a) thereof; or


 


(ii)         if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person
who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in
the form of Exhibit B hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in
this subparagraph (D), if the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of
Counsel in form reasonably acceptable to the Note Registrar to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in
order to maintain compliance with the Securities Act.


 


If any such transfer is effected pursuant
to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall
issue and, upon receipt of an Authentication Order in accordance with Section 2.04 hereof, the Trustee shall authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests
transferred pursuant to subparagraph (B) or (D) above.


 


Beneficial interests in an Unrestricted
Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted
Global Note.


 






    20 


     


    

 


(c)           Transfer
or Exchange of Beneficial Interests for Definitive Notes.


 


(1)           Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in
a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Note Registrar
of the following documentation:


 


(A)         if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a)
thereof;


 


(B)          if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)          if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2)
thereof;


 


(D)          if such beneficial interest is being transferred pursuant to an exemption from the registration
requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof;


 


(E)           if such beneficial interest is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth
in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(F)           if
such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the
Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h)
hereof, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall instruct the Note Registrar through instructions from
the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose
names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on
transfer contained therein.


 






    21 


     


    

 


(2)           Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note
may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note only if:


 


(A)         such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable
Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes
or (iii) a Person who is an affiliate (as defined in Rule 144) of the Issuer;


 


(B)          such
transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;


 


(C)          such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement; or


 


(D)         the
Note Registrar receives the following:


 


(i)          if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b)
thereof; or


 


(ii)         if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person
who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B
hereto, including the certifications in item (4) thereof;


 


and, in each such case set forth in this
subparagraph (D), if the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.


 






    22 


     


    

 


(3)           Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest
in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest
to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant
to Section 2.06(h) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated
in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations
as the holder of such beneficial interest requests through instructions to the Note Registrar from or through the Depositary and the Participant
or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private
Placement Legend.


 


(d)          Transfer and Exchange of Definitive Notes for Beneficial Interests.


 


(1)           Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive
Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes
to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Note
Registrar of the following documentation:


 


(A)          if
the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a
certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;


 


(B)          if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect
set forth in Exhibit B hereto, including the certifications in item (1) thereof;


 


(C)          if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903
or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2)
thereof;


 






    23 


     


    

 


(D)         
if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities
Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications
in item (3)(a) thereof;


 


(E)           if such Restricted Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or


 


(F)           if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act,
a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,


 


the Trustee will cancel the Restricted
Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the
appropriate Restricted Global Note, in the case of clause (B) above, the Rule 144A Global Note and, in the case of clause (C)
above, the Regulation S Global Note.


 


(2)           Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such
Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only if:


 


(A)         such
exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder,
in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is
not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is
an affiliate (as defined in Rule 144) of the Issuer;


 


(B)          such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;


 


(C)          such
transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights
Agreement; or


 


(D)          the
Note Registrar receives the following:


 


(i)          if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note,
a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof;
or


 


(ii)         if
the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a
beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;


 






    24 


     


    

 


and, in each such case set forth in this
subparagraph (D), if the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form
reasonably acceptable to the Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.


 


Upon satisfaction of the conditions of
any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to
be increased the aggregate principal amount of the Unrestricted Global Note.


 


(3)           Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such
Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer,
the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount
of one of the Unrestricted Global Notes.


 


If any such exchange or transfer from a
Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at
a time when an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of an Authentication Order in
accordance with Section 2.04 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal
amount equal to the principal amount of Definitive Notes so transferred.


 


(e)           Transfer
and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance
with the provisions of this Section 2.06(e), the Note Registrar will register the transfer or exchange of Definitive Notes.
Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Note Registrar the Definitive
Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Note Registrar duly executed by such
Holder or by its attorney, duly authorized in writing. Upon receipt of a request to register such a transfer, the Note Registrar shall
register the Definitive Notes pursuant to the instructions from the Holder thereof. In addition, the requesting Holder must provide any
additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).


 






    25 


     


    

 


(1)           Restricted
Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name
of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Note Registrar receives the following:


 


(A)          if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (1) thereof;


 


(B)          if
the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof; and


 


(C)          if
the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor
must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.


 


(2)           Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if:


 


(A)         such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the
Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that
it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person
who is an affiliate (as defined in Rule 144) of the Issuer;


 


(B)          any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;


 


(C)          any
such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement; or


 


(D)          the Note Registrar receives the following:


 


(i)          if
the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or


 


(ii)         if
the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications
in item (4) thereof;


 


and, in each such case set forth in
this subparagraph (D), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the
Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the
Securities Act.


 






    26 


     


    

 


(3)           Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such
a transfer, the Note Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.


 


(f)            Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer
will issue and, upon receipt of an Authentication Order in accordance with Section 2.04 hereof, the Trustee will authenticate:


 


(1)           one
or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted
Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they
are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates
(as defined in Rule 144) of the Issuer; and


 


(2)            Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange
in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they
are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the
Issuer.


 


Concurrently with the issuance of such
Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Issuer will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so
accepted Unrestricted Definitive Notes in the appropriate principal amount.


 


(g)           Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this Indenture.


 






    27 


     


    

 


(1)           Private Placement Legend.


 


(A)         Except
as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor
or substitution thereof) shall bear the legend in substantially the following form:


 


“THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR
ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE
“RESALE RESTRICTION TERMINATION DATE”) THAT IS [ONE YEAR FOR RULE 144A NOTES] [40 DAYS FOR REGULATION S NOTES] AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS
SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, INNOVATIVE INDUSTRIAL PROPERTIES, INC. OR ANY OF THE
ISSUER’S SUBSIDIARIES, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
TERMINATION DATE.”


 


(B)          Notwithstanding
the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2), (c)(3),
(d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section 2.06 (and all Notes issued in exchange
therefor or substitution thereof) will not bear the Private Placement Legend.


 


(2)           Global
Note Legend. Each Global Note will bear a legend in substantially the following form:


 


“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY
(AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT
TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF
THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.09 OF THE INDENTURE
AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.


 






    28 


     


    

 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN
PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”


 


(h)           Cancellation
and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive
Notes or a particular Global Note has been redeemed or canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.09 hereof. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly
and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form
of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made
on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.


 


(i)            General Provisions Relating to Transfers and Exchanges.


 


(1)            To
permit registrations of transfers and exchanges, the Issuer will execute and the Trustee will authenticate Global Notes and Definitive
Notes upon receipt of an Authentication Order in accordance with Section 2.04 hereof or at the Note Registrar’s request.


 


(2)            No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer
pursuant to Section 2.08, Section 3.03 and Section 9.04 hereof).


 






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(3)            The Note Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or
in part, except the unredeemed portion of any Note being redeemed in part.


 


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


 


(5)            Neither
the Note Registrar nor the Issuer will be required:


 


(A)         to
issue or register the transfer or exchange of any Note during a period beginning at the opening of business fifteen (15) calendar days
before any selection of Notes for redemption under Article 3 hereof and ending at the close of business on the earliest date
on which the relevant notice of redemption is deemed to have been given to all Holders of Notes to be so redeemed; or


 


(B)          to
register the transfer or exchange of any Note selected for redemption, in whole or in part, except the unredeemed portion of any Note
being redeemed in part.


 


(6)            Prior
to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person
in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest
on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.


 


(7)           The
Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.04 hereof.


 


(8)              
All certifications, certificates and Opinions of Counsel required to be submitted to the Note Registrar pursuant to this Section
2.06 to effect a registration of transfer or exchange may be submitted by facsimile or other electronic imaging means.


 


(9)           The
Trustee in each of its various capacities as designated from time to time hereunder shall have no responsibility or obligation to any
Participants, indirect Participants or any other Person with respect to the accuracy of the books or records, or the acts or omissions,
of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with
respect to the delivery to any Participants, Indirect Participants or other Person (other than the Depositary) of any notice (including
any notice of redemption) or the payment of any amount, under or with respect to such Notes. All notices and communications to be given
to the Noteholders and all payments to be made to Noteholders under the Notes shall be given or made only to or upon the order of the
registered Noteholders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in
any Global Note shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee in
each of its various capacities as designated from time to time hereunder may rely and shall be fully protected in relying upon any information
furnished by the Depositary with respect to its Participants.


 


The Trustee in each of its various capacities as
designated from time to time hereunder shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions
on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any
transfers between or among Participants in any Global Note) other than to require deliver of such 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 as to form with the express requirements hereof.


 






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Section 2.07       
Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated or be destroyed, lost or stolen,
the Issuer in its discretion may execute, and upon its written request the Trustee or an authenticating agent appointed by the Trustee
shall authenticate and make available for delivery, a new Note, bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Note, or in lieu of and in substitution for the Note so destroyed, lost or stolen. In every case, the applicant for
a substituted Note shall furnish to the Issuer, to the Trustee and, if applicable, to such authenticating agent such security or indemnity
as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution,
and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer, to the Trustee and, if applicable,
to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership thereof.


 


Following receipt by the Trustee or such authenticating
agent, as the case may be, of satisfactory security or indemnity and evidence, as described in the preceding paragraph, the Trustee or
such authenticating agent may authenticate any such substituted Note and make available for delivery such Note. Upon the issuance of any
substituted Note, the Issuer may require the payment by the Holder of a sum sufficient to cover any tax, assessment or other governmental
charge that may be imposed in relation thereto and any other expenses connected therewith. In case any Note which has matured or is about
to mature, has been repurchased or is subject to a Change of Control Offer or has been called for redemption, as the case may be, shall
become mutilated or be destroyed, lost or stolen, the Issuer may, instead of issuing a substitute Note, pay or authorize the payment of,
as the case may be, if the applicant for such payment shall furnish to the Issuer, to the Trustee and, if applicable, to such authenticating
agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused
by or in connection with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the
Issuer, the Trustee and, if applicable, any Paying Agent evidence to their satisfaction of the destruction, loss or theft of such Note
and of the ownership thereof.


 


Every substitute Note issued pursuant to the
provisions of this Section 2.07 by virtue of the fact that any Note is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be found at any time, and
shall be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and
proportionately with any and all other Notes duly issued hereunder. To the extent permitted by law, all Notes shall be held and
owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment or exchange
or redemption of mutilated, destroyed, lost or stolen Notes and shall preclude any and all other rights or remedies notwithstanding
any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment or redemption of
negotiable instruments or other securities without their surrender.


 






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Section 2.08       
Temporary Notes. Pending the preparation of Notes in certificated form, the Issuer may execute and the Trustee or an
authenticating agent appointed by the Trustee shall, upon the written request of the Issuer, authenticate and deliver temporary Notes
(printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Notes
in certificated form, but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined
by the Issuer. Every such temporary Note shall be executed by the Issuer and authenticated by the Trustee or such authenticating agent
upon the same conditions and in substantially the same manner, and with the same effect, as the Notes in certificated form. Without unreasonable
delay, the Issuer will execute and deliver to the Trustee or such authenticating agent Notes in certificated form and thereupon any or
all temporary Notes may be surrendered in exchange therefor, at each office or agency maintained by the Issuer pursuant to Section
4.02 hereof and the Trustee or such authenticating agent shall authenticate and make available for delivery in exchange for such
temporary Notes an equal aggregate principal amount of Notes in certificated form. Such exchange shall be made by the Issuer at its own
expense and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits
and subject to the same limitations under this Indenture as Notes in certificated form authenticated and delivered hereunder.


 


Section 2.09       
Cancellation of Notes. All Notes surrendered for the purpose of payment, redemption or registration of transfer shall,
if surrendered to the Issuer or any Paying Agent, which shall initially be the Trustee, or any Note Registrar, be surrendered to the
Trustee and promptly canceled by it or, if surrendered to the Trustee, shall be promptly canceled by it and no Notes shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of such canceled
Notes in accordance with its customary procedures, with copies of such cancelled Notes and related documentation provided to the Issuer.
If the Issuer shall acquire any of the Notes, such acquisition shall not operate as a redemption or satisfaction of the indebtedness
represented by such Notes unless and until the same are delivered to the Trustee for cancellation.


 


Section 2.10       
CUSIP Numbers. The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and,
if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Noteholders; provided, that any
such notice may state that no representation is made as to the correctness of such 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 Trustee of any
change in the “CUSIP” numbers.


 








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Section 2.11       
Issuance of Additional Notes. The Issuer will be entitled, upon delivery of an Officers’ Certificate, Opinion
of Counsel and Authentication Order, subject to its compliance with Section 4.09 hereof, to issue Additional Notes under the Indenture
that will have identical terms to and the same CUSIP number as the Initial Notes issued on the date of this Indenture other than with
respect to the date of issuance, issue price and interest accrued prior to the issue date of the Additional Notes; provided, that such
Additional Notes must be part of the same issue as and fungible with the Initial Notes for United States federal income tax purposes.
The Initial Notes and any such Additional Notes will constitute a single series of debt securities, and in circumstances in which this
Indenture provides for the Holders of Notes to vote or take any action, the Holders of Initial Notes and the Holders of any such Additional
Notes will vote or take the action as a single class.


 


With respect to any Additional Notes, the Issuer
will set forth in a resolution of its Board of Directors and an Officers’ Certificate, a copy of each of which will be delivered
to the Trustee, the following information:


 


(1)              
the aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;


 


(2)              
the issue price, the issue date and the CUSIP number of such Additional Notes; and


 


(3)              
whether such Additional Notes shall be transfer restricted Notes and issued in the form of Initial Notes as set forth in Section 2.04
of this Indenture or shall be issued in the form of Exchange Notes.


 


Section 2.12       
Debt Rating Effect on Interest Rate. If a Debt Rating (as defined below) is downgraded or withdrawn entirely as of
the beginning of any six-month interest period under the Notes, additional interest on the Notes shall accrue during such six-month interest
period based upon the Debt Rating as set forth below (“Debt Rating Additional Interest”):


 


	Debt Rating	Interest Rate
	BB+ (or the equivalent) or lower, but higher than B+ (or the equivalent)	6.00% (an increase of 50 basis points over the initial interest rate on the Notes)
	B+ (or the equivalent) or lower	6.25% (an increase of 75 basis points over the initial interest rate on the Notes)
	No rating	6.50% (an increase of 100 basis points over the initial interest rate on the Notes)


 


 


For purposes of this Section 2.12,
“Debt Rating” means, as of any date of determination, the rating as determined by a minimum of one nationally recognized statistical
rating organization, including Egan Jones, S&P, Moody’s or Fitch of the Notes; provided that (1) if the respective Debt Ratings
issued by the foregoing rating agencies differ by one level, then the interest rate for the higher of such Debt Ratings shall apply, and
(2) if there is a split in Debt Ratings of more than one level, then the interest rate that is one level lower than the higher Debt Rating
shall apply.


 


Each change in the interest rate resulting
from a publicly-announced change in the Debt Rating shall be effective commencing as of the beginning of the first six-month interest
period following the public announcement thereof and ending on the date immediately preceding the effective date of the next such change.
The Issuer shall pay the Debt Rating Additional Interest to Holders entitled thereto in the same manner as interest is paid on the Notes.


 






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Article
3

REDEMPTION AND REPURCHASE OF NOTES


 


Section
3.01        Optional
Redemption of Notes.


 


(a)              
The Issuer shall have the right to redeem the Notes at its option and in its sole discretion at any time in whole or from time
to time in part prior to the Maturity Date, in whole or in part. Prior to the Par Call Date, the redemption price (“Redemption
Price”) will equal the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) as determined by the
Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and interest thereon (not including any
portion of such payments of interest accrued as of the Redemption Date) that would be due if the Notes matured on the Par Call Date, discounted
to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve (12) 30-day months) at the applicable Adjusted
Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the Redemption Date; provided,
however, that if the Redemption Date falls after a Record Date and on or prior to the corresponding Interest Payment Date, the Issuer
will pay the full amount of accrued and unpaid interest, if any (plus Additional Interest, if applicable), on such Interest Payment Date
to the Holder of record at the close of business on the corresponding Record Date (instead of the Holder surrendering its Notes for redemption).
If the Notes are redeemed on or after the Par Call Date, the Redemption Price will be equal to 100% of the principal amount of the Notes
being redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the Redemption Date.


 


(b)              
The Issuer shall not redeem the Notes pursuant to Section 3.01(a) hereof on any date if the principal amount of the Notes
has been accelerated, and such an acceleration has not been rescinded or cured on or prior to such date (except in the case of an acceleration
resulting from a default by the Issuer in the payment of the Redemption Price with respect to the Notes to be redeemed).


 


Section 3.02       
Notice of Optional Redemption; Selection of Notes. In case the Issuer shall desire to exercise the right to redeem
all or, as the case may be, any part of the Notes pursuant to Section 3.01 hereof, it shall fix a date for redemption and it or,
at its written request received by the Trustee not fewer than five (5) Business Days prior (or such shorter period of time as may be
acceptable to the Trustee) to the date the notice of redemption is to be delivered to the Holders, the Trustee in the name of and at
the expense of the Issuer, shall deliver or cause to be delivered a notice of such redemption not fewer than fifteen (15) calendar days
nor more than sixty (60) calendar days prior to the Redemption Date (except that notice of redemption may be given more than sixty (60)
calendar days prior to a Redemption Date if such notice is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture) to each Holder of Notes so to be redeemed in whole or in part at its last address as the same appears on
the Note Register; provided, that if the Issuer makes such request of the Trustee, it shall, together with such request, also
give written notice of the Redemption Date to the Trustee; provided further that the text of the notice shall be prepared by the
Issuer. Such delivery shall be made through the facilities of the Depositary. The notice, if delivered through the facilities of the
Depositary, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.


 






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Notice of any redemption may, in the Issuer’s
discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In such event, the related
notice of redemption will describe each such condition and, if applicable, will state that, in the Issuer’s discretion, the Redemption
Date may be delayed until such time as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such
notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived. If any condition precedent
provided for in the notice of redemption has not been satisfied following delivery of such notice pursuant to this Section 3.02,
the Issuer shall notify the Trustee in writing prior to the close of business two (2) Business Days prior to the Redemption Date (or such
shorter period as may be acceptable to the Trustee). Upon receipt of such notice by the Trustee, (i) the notice of redemption shall
be rescinded or delayed, and the redemption of the Notes shall be rescinded or delayed as provided in such notice; and (ii) the Trustee
shall deliver such notice to each Holder in the same manner in which the notice of redemption was given.


 


In any case, failure to give such notice or any
defect in the notice to the Holder of any Note designated for redemption as a whole or in part shall not affect the validity of the proceedings
for the redemption of any other Note.


 


Each such notice of redemption shall specify: (i)
the aggregate principal amount of Notes to be redeemed, (ii) the CUSIP number or numbers, if any, of the Notes being redeemed, (iii) the
Redemption Date (which shall be a Business Day), (iv) the Redemption Price at which Notes are to be redeemed, (v) the place or places
of payment and that payment will be made upon presentation and surrender of such Notes and (vi) that interest accrued and unpaid to, but
excluding, the Redemption Date will be paid as specified in said notice, and that on and after said date interest thereon or on the portion
thereof to be redeemed will cease to accrue. If fewer than all the Notes are to be redeemed, the notice of redemption shall identify the
Notes to be redeemed (including CUSIP numbers, if any). In case any Note is to be redeemed in part only, the notice of redemption shall
state the portion of the principal amount thereof to be redeemed and shall state that, on and after the Redemption Date, upon surrender
of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof will be issued.


 


Whenever any Notes are to be redeemed, the Issuer
will give the Trustee written notice of the Redemption Date, together with an Officers’ Certificate as to the aggregate principal
amount of Notes to be redeemed not fewer than fifteen (15) calendar days (or such shorter period of time as may be acceptable to the Trustee)
prior to the Redemption Date.


 


On or prior to the Redemption Date specified
in the notice of redemption given as provided in this Section 3.02, the Issuer will deposit with the Paying Agent (or, if the
Issuer is acting as its own Paying Agent, set aside, segregate and hold in trust as provided in Section 4.04 hereof) an
amount of monies in immediately available funds sufficient to redeem on the Redemption Date all the Notes (or portions thereof) so
called for redemption at the appropriate Redemption Price; provided, that if such payment is made on the Redemption Date, it must be
received by the Paying Agent, by 11:00 a.m., New York City time, on such date. The Issuer shall be entitled to retain any interest,
yield or gain on amounts deposited with the Paying Agent pursuant to this Section 3.02 in excess of amounts required
hereunder to pay the Redemption Price.


 






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If less than all of the outstanding Notes are to
be redeemed, the Trustee shall select the Notes or portions thereof of the Global Note or the Notes in certificated form to be redeemed
(in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof), on a pro rata basis or such other method the Trustee
deems fair and appropriate or is required by the Depositary. The Notes (or portions thereof) so selected for redemption shall be deemed
duly selected for redemption for all purposes hereof.


 


Section 3.03       
Payment of Notes Called for Redemption by the Issuer. If notice of redemption has been given as provided in Section
3.02 hereof, and any conditions specified therein have been satisfied or waived, the Notes or portion of Notes with respect to which
such notice has been given shall become due and payable on the Redemption Date and at the place or places stated in such notice at the
Redemption Price, and unless the Issuer shall default in the payment of such Notes at the Redemption Price, so long as Paying Agent holds
funds sufficient to pay the Redemption Price of the Notes to be redeemed on the Redemption Date, then (a) such Notes will cease
to be outstanding on and after the Redemption Date, (b) interest on the Notes or portion of Notes so called for redemption shall
cease to accrue on and after the Redemption Date, and (c) the Holders of the Notes shall have no right in respect of such Notes
except the right to receive the Redemption Price thereof, in each case, whether or not transfer of the Notes is made and whether or not
any Notes in certificated form, together with the necessary endorsements, are delivered to the Paying Agent. On presentation and surrender
of such Notes at a place of payment in said notice specified, the said Notes or the specified portions thereof shall be paid and redeemed
by the Issuer at the Redemption Price, together with interest accrued thereon to, but excluding, the Redemption Date.


 


Upon presentation of any Note redeemed in part
only, the Issuer shall execute and the Trustee shall authenticate and make available for delivery to the Holder thereof, at the expense
of the Issuer, a new Note or Notes, of authorized denominations, in principal amount equal to the unredeemed portion of the Notes so presented.


 


Section 3.04       
Sinking Fund. There shall be no sinking fund provided for the Notes.


 


Section 3.05       
Change of Control Triggering Event. Upon the occurrence of a Change of Control Triggering Event, unless the Issuer
or a third party has previously or concurrently delivered a redemption notice with respect to all of the outstanding Notes as described
in this Article, the Issuer shall offer to repurchase the Notes as described in this Section 3.05 (the “Change of
Control Offer”) at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but
excluding, the date of repurchase.


 






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Within thirty (30) calendar days following the
date upon which the Change of Control Triggering Event occurs, the Issuer must send, or cause the Trustee to send, a notice to each
Holder, with a copy to the Trustee (if the Issuer sends such notice), which notice shall govern the terms of the Change of Control
Offer. Such notice shall state, among other things, the repurchase date, which must be no earlier than fifteen (15) calendar days
nor later than sixty (60) calendar days after the date such notice is delivered, other than as may be required by law (the
“Change of Control Payment Date”). Holders electing to have a Note repurchased pursuant to a Change of Control
Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse
of the Note completed and specifying the portion (equal to $2,000 and integral multiples of $1,000 in excess thereof) of such
Holder’s Notes that it agrees to sell to the Issuer pursuant to the Change of Control Offer, to the Paying Agent at the
address specified in the notice prior to the close of business on the third Business Day prior to the Change of Control Payment
Date. For Global Notes, the delivery of a Change of Control Notice and the repurchase of beneficial interests in any such Global
Note pursuant to a Change of Control Triggering Event shall be effected through the Depositary in accordance with this Indenture and
the applicable procedures of the Depositary.


 


The Issuer will not be required to make a Change
of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth herein applicable to a Change of Control Offer made by
the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Notwithstanding any provision
hereof to the contrary, the Issuer (or a third party) may make a Change of Control Offer in advance of, and conditioned upon, any Change
of Control Triggering Event.


 


The Issuer will comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable
in connection with the repurchase of Notes as a result of a Change of Control Triggering Event. To the extent that the provisions of any
securities laws or regulations conflict with the provisions hereof related to a Change of Control Offer, the Issuer shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its obligations hereunder by virtue thereof.


 


Section 3.06       
Repurchase. Without limiting anything else in this Article, the Issuer may also, to the extent permitted by law, and
directly or indirectly (regardless of whether such Notes are surrendered to the Issuer), repurchase Notes in the open market or otherwise,
whether by the Issuer, the General Partner or the Issuer’s Subsidiaries or through a private or public tender or exchange offer
or through counterparties to private agreements or otherwise, including by cash-settled swaps or other derivatives. The Issuer will cause
any Notes so repurchased (other than Notes repurchased pursuant to cash-settled swaps or other derivatives) to be surrendered to the
Trustee for cancellation, and such Notes will no longer be considered outstanding under this Indenture upon their repurchase.


 


Article
4

CERTAIN COVENANTS OF THE ISSUER


 


Section 4.01       
Payment of Principal, Premium and Interest. The Issuer covenants and agrees that it will duly and punctually pay or
cause to be paid when due the principal of (including the Redemption Price upon redemption and payment of a Change of Control Offer on
the Change of Control Payment Date, in each case pursuant to Article 3 hereof), and premium, if any, and interest and Additional
Interest, if any, on each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes; provided,
that the Issuer or Paying Agent may withhold from payments of interest and upon redemption pursuant to Article 3 hereof, maturity
or otherwise, any amounts the Issuer or Paying Agent is required to withhold by law.


 






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Section 4.02       
Maintenance of Office or Agency. The Issuer will maintain an office or agency, where the Notes may be surrendered for
registration of transfer or exchange or for presentation for payment or redemption and where notices and demands to or upon the Issuer
in respect of the Notes and this Indenture may be served. As of the date of this Indenture, such office shall be the Corporate Trust
Office and, at any other time, at such other address as the Trustee may designate from time to time by notice to the Issuer. The Issuer
will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated
or appointed by the Trustee. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish
the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust
Office.


 


The Issuer may also from time to time designate
co-registrars and one or more offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations. The Issuer will give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.


 


The Issuer hereby initially designates the Trustee
as Paying Agent, Note Registrar and Custodian, and the Corporate Trust Office shall be considered as one such office or agency of the
Issuer for each of the aforesaid purposes.


 


So long as the Trustee is the Note Registrar, the
Trustee agrees to deliver the notices set forth in Section 7.10 and the third paragraph of Section 7.11 hereof, if applicable,
in accordance with the procedures of the Depositary. If co-registrars have been appointed in accordance with this Section 4.02,
the Trustee shall mail such notices only to the Issuer and the Holders of Notes it can identify from its records.


 


Section 4.03       
Appointments to Fill Vacancies in Trustee’s Office. The Issuer, whenever necessary to avoid or fill a vacancy
in the office of Trustee, will appoint, upon the terms and conditions and otherwise as provided in Section 7.10 hereof, a Trustee,
so that there shall at all times be a Trustee hereunder.


 


Section 4.04       
Provisions as to Paying Agent.


 


(a)              
If the Issuer shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a Paying Agent, the Issuer
will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 4.04:


 





(1)              
 that it will hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest on the
Notes (whether such sums have been paid to it by the Issuer or by any other obligor on the Notes) in trust for the benefit of the Holders
of the Notes;


 






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(2)              
that it will give the Trustee notice of any failure by the Issuer (or by any other obligor on the Notes) to make any payment of
the principal of and premium, if any, or interest on the Notes when the same shall be due and payable; and


 


(3)              
that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee
all sums so held in trust.


 


The Issuer shall, on or before each due date of
the principal of, premium, if any, or interest on the Notes, deposit with the Paying Agent a sum (in funds which are immediately available
on the due date for such payment) sufficient to pay such principal, premium, if any, or interest and (unless such Paying Agent is the
Trustee) the Issuer will promptly notify the Trustee of any failure to take such action; provided, that if such deposit is made on the
due date, such deposit shall be received by the Paying Agent by no later than 11:00 a.m. New York City time, on such date.


 


(b)              
If the Issuer shall act as its own Paying Agent, it will, on or before each due date of the principal of, premium, if any, or interest
on the Notes, set aside, segregate and hold in trust for the benefit of the Holders of the Notes a sum sufficient to pay such principal,
premium, if any, and interest so becoming due and will promptly notify the Trustee of any failure to take such action and of any failure
by the Issuer (or any other obligor under the Notes) to make any payment of the principal of, premium, if any, or interest on the Notes
when the same shall become due and payable.


 


(c)              
Anything in this Section 4.04 to the contrary notwithstanding, the Issuer may, at any time, for the purpose of obtaining
a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust
by the Issuer or any Paying Agent hereunder as required by this Section 4.04, such sums to be held by the Trustee upon the trusts
herein contained and upon such payment by the Issuer or any Paying Agent to the Trustee, the Issuer or such Paying Agent shall be released
from all further liability with respect to such sums.


 


(d)              
Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as provided in this Section
4.04 is subject to Section 11.02 and Section 11.03 hereof.


 


The Trustee shall not be responsible for, and shall
have no liability for, the actions of any other Paying Agents (including the Issuer if acting as its own Paying Agent) and shall have
no control of any funds held by such other Paying Agents.


 


Section 4.05       
Existence. Subject to Article 10 hereof, each of the Issuer and the General Partner will do or cause to be done
all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory); provided, that neither
the Issuer nor the General Partner shall be required to preserve any such right if the Issuer or the General Partner, as applicable,
shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer or the General Partner,
as applicable, and that the loss thereof is not disadvantageous in any material respect to the Noteholders.


 






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Section
4.06        Reports.


 


(a)              
Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Issuer will furnish
to the Trustee:


 


(1)              
all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if the Issuer were
required to file such reports; and


 


(2)              
all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such
reports,


 


in each case within fifteen (15) days after the Issuer files such reports
with the Commission or would be required to file such reports with the Commission pursuant to the applicable rules and regulations of
the Commission, whichever is earlier. Reports, information and documents filed with the Commission via the Commission’s Electronic
Data Gathering, Analysis and Retrieval system (“EDGAR”) will be deemed to be delivered to the Trustee as of the time
of such filing via EDGAR for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine
whether or not such information, documents or reports have been filed via EDGAR. Delivery of such reports, information and documents to
the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).


 


All such reports will be prepared in all material
respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include
a report on the Issuer’s consolidated financial statements by its independent registered public accounting firm, unless otherwise
permitted by the Commission. Notwithstanding the foregoing, (i) prior to the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement and (ii) after consummation of the Exchange Offer, if permitted by the Commission, the Issuer may satisfy
its obligation to furnish the reports described above by furnishing such reports filed by the General Partner. Following consummation
of the Exchange Offer contemplated by the Registration Rights Agreement, the Issuer will file a copy of each of the reports referred to
in clauses (1) and (2) above with the Commission for public availability within the time periods specified in the rules and regulations
applicable to such reports (unless the Commission will not accept such a filing) and will make the reports available on its website within
fifteen (15) days after it files such reports with the Commission.


 


If, at any time after consummation of the
Exchange Offer contemplated by the Registration Rights Agreement, the Issuer is no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in clauses (1)
and (2) above with the Commission within the time periods specified above unless the Commission will not accept such a filing. The
Issuer will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the
foregoing, the Commission will not accept the Issuer’s filings for any reason, the Issuer will make the reports referred to in
clauses (1) and (2) above available on its website within fifteen (15) days after the Issuer would be required to file such reports
with the Commission. Notwithstanding the foregoing, if permitted by the Commission, the Issuer’s obligations to file reports
under this Section 4.06(a) may be satisfied by the filing of the reports described in clauses (1) and (2) above by the
General Partner.


 






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(b)              
For so long as any Notes remain outstanding, if at any time it is not required to file with the Commission the reports required
by paragraphs (a) of this Section 4.06, the Issuer will furnish to the Holders, beneficial owners, securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


Section 4.07       
Stay, Extension and Usury Laws. The Issuer covenants (to the extent that it may lawfully do so) that it shall not at
any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law
or other law which would prohibit or forgive the Issuer from paying all or any portion of the principal, premium, if any, or interest
on the Notes as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the
performance of this Indenture and the Issuer (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted
to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.


 


Section 4.08       
Compliance Certificate. Within one hundred twenty (120) calendar days after the end of each fiscal year of the Issuer,
the Issuer and the General Partner shall deliver to the Trustee a certificate signed by any of a principal executive officer, principal
financial officer or principal accounting officer of the Issuer and the General Partner, as the case may be, stating whether or not the
signer has knowledge of any Default under this Indenture, and, if so, specifying each Default and the nature and the status thereof.


 


The Issuer will deliver to the Trustee, within
thirty (30) calendar days of becoming aware of (i) any default in the performance or observance of any covenant, agreement or condition
contained in this Indenture, or (ii) any Event of Default, an Officers’ Certificate specifying with particularity such default or
Event of Default and further stating what action the Issuer has taken, is taking or proposes to take with respect thereto.


 


Any notice required to be given under this Section 4.08 shall
be delivered to a Responsible Officer of the Trustee at its Corporate Trust Office.


 


Section
4.09        Limitations
on Incurrence of Debt.


 


(a)               Limitation
on Total Outstanding Debt. The aggregate principal amount of all of the Issuer’s, the General Partner’s and the
Issuer’s Subsidiaries’ outstanding Debt on a consolidated basis determined in accordance with generally accepted
accounting principles, as of the close of business on the last day of each fiscal quarter, shall not be greater than 60% of Total
Assets as of the end of such fiscal quarter.


 






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(b)              
Limitation on Secured Debt. The aggregate principal amount of all of the Issuer’s, the General Partner’s and
the Issuer’s Subsidiaries’ outstanding Debt on a consolidated basis determined in accordance with generally accepted accounting
principles, as of the close of business on the last day of each fiscal quarter, which is secured by any mortgage, lien, charge, pledge,
encumbrance or security interest on the Issuer’s, the General Partner’s or the Issuer’s Subsidiaries’ property,
shall not be greater than 40% of Total Assets as of the end of such fiscal quarter; provided, that for purposes of this limitation,
the amount of obligations under capital leases shown as a liability on the Issuer’s consolidated balance sheet shall be deducted
from Debt and from Total Assets.


 


(c)              
Ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge. The ratio of Consolidated Income
Available for Debt Service to the Annual Debt Service Charge, as of the last day of each fiscal quarter, for the four consecutive fiscal
quarters then ended, shall not be less than 1.5 to 1.0, on an unaudited pro forma basis, and calculated on the assumption that: (1) any
Debt incurred by the Issuer, the General Partner and the Issuer’s Subsidiaries since the first day of such four-quarter period and
the application of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period; (2) the repayment
or retirement of any other Debt by the Issuer, the General Partner and the Issuer’s Subsidiaries since the first day of such four-quarter
period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt under any
revolving credit facility shall be computed based upon the average daily balance of such Debt during such period); (3) in the case of
Acquired Debt or Debt incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition
had occurred as of the first day of such period, with the appropriate adjustments with respect to such acquisition being included in such
unaudited pro forma calculation; and (4) in the case of any acquisition or disposition by the Issuer, the General Partner or the Issuer’s
Subsidiaries of any asset or group of assets or other placement of any assets in service (including, without limitation, execution of
a new agreement or an amendment to an existing agreement to provide an additional tenant improvement allowance or construction funding
to a tenant at a property) or removal of any assets from service by the Issuer, the General Partner or any of the Issuer’s Subsidiaries
since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition,
disposition, placement in service, new agreement, amendment to an existing agreement or removal from service, or any related repayment
of Debt had occurred as of the first day of such period, with the appropriate adjustments with respect to such acquisition, disposition,
placement in service, new agreement, amendment to an existing agreement or removal from service, being included in such unaudited pro
forma calculation.


 


(d)              
Maintenance of Unencumbered Total Asset Value. The Issuer, together with the General Partner and the Issuer’s Subsidiaries,
will at all times maintain an Unencumbered Total Asset Value in an amount not less than 150% of the aggregate outstanding principal amount
of all of the Issuer’s, the General Partner’s and the Issuer’s Subsidiaries’ unsecured Debt, taken as a whole.


 






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Section 4.10        
Insurance. The Issuer will, and will cause the General Partner and each of the Issuer’s Subsidiaries to, maintain
insurance against such risks and in such amounts as is customarily maintained by Persons engaged in similar businesses or as may be required
by applicable law.


 


Section 4.11       
Additional Interest Notice. In the event that the Issuer is required to pay Additional Interest to Holders of Notes
pursuant to this Indenture and/or the Registration Rights Agreement, the Issuer will provide written notice (“Additional Interest
Notice”) to the Trustee of its obligation to pay Additional Interest no later than fifteen (15) calendar days prior to the proposed
Interest Payment Date for Additional Interest, and the Additional Interest Notice shall set forth the amount of Additional Interest to
be paid by the Issuer on such Interest Payment Date. The Trustee shall not at any time be under any duty or responsibility to any Holder
of Notes to determine the Additional Interest, or with respect to the nature, extent or calculation of the amount of Additional Interest
when made, or with respect to the method employed in such calculation of the Additional Interest. The Issuer shall pay the Additional
Interest to Holders entitled thereto in the same manner as interest is paid on the Notes.


 


Article
5

NOTEHOLDERS’ LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE


 


Section 5.01       
Noteholders’ Lists. The Issuer covenants and agrees that it will furnish or cause to be furnished to the Trustee,
semiannually, not more than fifteen (15) calendar days after each April 15 and October 15 of each year beginning with October 15, 2021,
and at such other times as the Trustee may reasonably request in writing, within thirty (30) calendar days after receipt by the Issuer
of any such request (or such lesser time as the Trustee may reasonably request in order to enable it to timely provide any notice to
be provided by it hereunder), a list in such form as the Trustee may reasonably require of the names and addresses of the Holders of
Notes as of a date not more than fifteen (15) calendar days (or such other date as the Trustee may reasonably request in order to so
provide any such notices) prior to the time such information is furnished, except that no such list need be furnished by the Issuer to
the Trustee so long as the Trustee is acting as the sole Note Registrar.


 


Section
5.02        Preservation
and Disclosure of Lists.


 


(a)              
The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of
the Holders of Notes contained in the most recent list furnished to it as provided in Section 5.01 hereof or maintained by the
Trustee in its capacity as Note Registrar or co-registrar in respect of the Notes, if so acting. The Trustee may destroy any list furnished
to it as provided in Section 5.01 hereof upon receipt of a new list so furnished.


 


(b)              
The rights of Noteholders to communicate with other Holders of Notes with respect to their rights under this Indenture or under
the Notes, and the corresponding rights and duties of the Trustee, shall be as provided by the Trust Indenture Act.


 


(c)               Every
Noteholder agrees with the Issuer and the Trustee that neither the Issuer nor the Trustee nor any agent of either of them shall be
held accountable by reason of any disclosure of information as to names and addresses of Holders of Notes made pursuant to the Trust
Indenture Act.


 






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Section
5.03        Reports
by Trustee.


 


(a)              
If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, on or before July 15 of each year beginning with
July 15, 2022, transmit to Holders of Notes such reports dated as of July 15 of the year in which such reports are made concerning the
Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. In the event that no events have occurred under the applicable Sections of the Trust Indenture Act, the Trustee shall
be under no duty or obligation to provide such reports.


 


(b)              
A copy of such report shall, at the time of such transmission to Holders of Notes, be filed by the Trustee with each stock exchange
and automated quotation system, if any, upon which the Notes are listed and with the Issuer. The Issuer will promptly notify the Trustee
in writing if the Notes are listed on any stock exchange or automated quotation system or delisted therefrom.


 


(c)              
The Issuer shall notify the Trustee in writing when any Notes shall be listed or de-listed from any exchange.


 


Article
6

REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT


 


Section 6.01       
Events of Default. In case one or more of the following (each an “Event of Default”) (whatever the reason
for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental body) shall have occurred and be
continuing:


 


(a)              
default for ninety (90) days in the payment of any installment of interest under the Notes;


 


(b)              
default in the payment of the principal amount (including the Redemption Price upon redemption and payment of a Change of Control
Offer on the Change of Control Payment Date, in each case, pursuant to Article 3 hereof) due with respect to the Notes, when
the same becomes due and payable; provided, however, that a valid extension of the Maturity Date in accordance with the terms hereof shall
not constitute a default in the payment of principal;


 


(c)              
the Issuer fails to comply with any of the Issuer’s other agreements contained in the Notes or this Indenture upon receipt
by the Issuer of notice of such default by the Trustee or by Holders of not less than twenty five percent (25%) in aggregate principal
amount of the Notes then outstanding and the Issuer fails to cure (or obtain a waiver of) such default within ninety (90) days after the
Issuer receives such notice;


 


(d)               failure
to pay any indebtedness for monies borrowed by the Issuer, the General Partner or any Significant Subsidiary of the Issuer in an
outstanding principal amount in excess of $50,000,000 at final maturity or upon acceleration after the expiration of any applicable
grace period, which indebtedness is not discharged, or such default in payment or acceleration is not cured or rescinded, within
thirty (30) days after written notice to the Issuer from the Trustee (or to the Issuer and the Trustee from Holders of at least
twenty five percent (25%) in principal amount of the outstanding Notes);


 






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(e)              
the Issuer, the General Partner or any Significant Subsidiary of the Issuer pursuant to or under or within meaning of any Bankruptcy
Law:


 


(i)       commences
a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to the Issuer, the General Partner or
a Significant Subsidiary of the Issuer or its debts or seeking the appointment of a trustee, receiver, liquidator, custodian or other
similar official of the Issuer, the General Partner or a Significant Subsidiary of the Issuer or any substantial part of the property
of the Issuer, the General Partner or a Significant Subsidiary of the Issuer; or


 


(ii)       consents
to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced
against the Issuer, the General Partner or a Significant Subsidiary of the Issuer; or


 


(iii)       consents
to the appointment of a custodian of it or for all or substantially all of its property; or


 


(iv)       makes
a general assignment for the benefit of creditors;


 


(f)               
an involuntary case or other proceeding shall be commenced against the Issuer, the General Partner or any Significant Subsidiary
of the Issuer seeking liquidation, reorganization or other relief with respect to the Issuer, the General Partner or a Significant Subsidiary
of the Issuer or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment
of a trustee, receiver, liquidator, custodian or other similar official of the Issuer, the General Partner or a Significant Subsidiary
of the Issuer or any substantial part of the property of the Issuer, the General Partner or a Significant Subsidiary of the Issuer, and
such involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty (30) calendar days; or


 


(g)              
a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:


 


(i)       is
for relief against the Issuer, the General Partner or any Significant Subsidiary of the Issuer in an involuntary case or proceeding; or


 


(ii)       appoints
a trustee, receiver, liquidator, custodian or other similar official of the Issuer, the General Partner or a Significant Subsidiary of
the Issuer or any substantial part of the property of the Issuer, the General Partner or a Significant Subsidiary of the Issuer; or


 


(iii)       orders
the liquidation of the Issuer, the General Partner or a Significant Subsidiary of the Issuer;


 





and, in each case in this clause (g), the order or decree
remains unstayed and in effect for thirty (30) calendar days,


 


then, in each and every such case (other than an Event of Default specified
in Section 6.01(e), Section 6.01(f) or Section 6.01(g) hereof with respect to the Issuer), unless the principal of
all of the Notes shall have already become due and payable, either the Trustee or the Holders of at least twenty five percent (25%) in
aggregate principal amount of the Notes then outstanding, by notice in writing to the Issuer and the General Partner (and to the Trustee
if given by Noteholders), may declare the principal amount of and premium, if any, and interest accrued and unpaid on all the Notes to
be immediately due and payable, and upon any such declaration the same shall be immediately due and payable.


 






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If an Event of Default specified in Section
6.01(e), Section 6.01(f) or Section 6.01(g) hereof occurs with respect to the Issuer, the principal amount of and premium,
if any, and interest accrued and unpaid on all the Notes shall be immediately and automatically due and payable without necessity of further
action.


 


If, at any time after the principal amount of and
premium, if any, and interest on the Notes shall have been so declared due and payable, and before any judgment or decree for the payment
of the monies due shall have been obtained or entered as hereinafter provided, Holders of a majority in aggregate principal amount of
the Notes then outstanding on behalf of the Holders of all of the Notes then outstanding, by written notice to the Issuer and to the Trustee,
may waive all defaults or Events of Default and rescind and annul such declaration and its consequences, subject in all respects to Section
6.07 hereof, if (a) all Events of Default, other than the nonpayment of the principal amount and any accrued and unpaid interest
that have become due solely because of such acceleration, have been cured or waived and (b) the Issuer has deposited with the Trustee
all required payments of the principal of and interest on the Notes and paid the Trustee its reasonable compensation and reimbursed the
Trustee for its expenses, disbursements and advances pursuant to Section 7.06. No such rescission and annulment shall extend
to or shall affect any subsequent Default or Event of Default, or shall impair any right consequent thereon. The Issuer shall notify in
writing a Responsible Officer of the Trustee, promptly upon becoming aware thereof, of any Event of Default, as provided in Section
4.08 hereof.


 


The sole remedy for any violation of any obligations
the Issuer or the General Partner may be deemed to have pursuant to section 314(a)(1) of the Trust Indenture Act or for the Issuer’s
or General Partner’s breach of Section 4.06 hereof shall be the accrual of additional interest on the Notes in the manner
set forth herein or set forth in the Registration Rights Agreement at a rate of 0.25% per annum, payable semiannually. In no event shall
Additional Interest (other than any Debt Rating Additional Interest) accrue at a per annum rate in excess of 0.50% per annum pursuant
to both this Indenture and the Registration Rights Agreement, regardless of the number of events or circumstances giving rise to the requirement
to pay such Additional Interest.


 


In case the Trustee shall have proceeded to
enforce any right under this Indenture and such proceedings shall have been discontinued or abandoned because of such waiver or
rescission and annulment or for any other reason or shall have been determined adversely to the Trustee, then and in every such case
the Issuer, the Holders of Notes, and the Trustee shall be restored respectively to their several positions and rights hereunder,
and all rights, remedies and powers of the Issuer, the Holders of Notes, and the Trustee shall continue as though no such proceeding
had been taken.


 






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Section 6.02       
Payments of Notes on Default; Suit Therefor. The Issuer covenants that in the case of an Event of Default pursuant
to Section 6.01(a) or Section 6.01(b) hereof, upon demand of the Trustee, the Issuer will pay to the Trustee, for the benefit
of the Holders of the Notes, (i) the whole amount that then shall be due and payable on all such Notes for principal and premium,
if any, or interest, as the case may be, and, (ii) in addition thereto, any amounts due the Trustee under Section 7.06 hereof.
Until such demand by the Trustee, the Issuer may pay the principal of and premium, if any, and interest on the Notes to the registered
Holders, whether or not the Notes are overdue.


 


In case the Issuer shall fail forthwith to pay
such amounts upon such demand, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute
any actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or final decree against the Issuer or any other obligor on the
Notes and collect in the manner provided by law out of the property of the Issuer or any other obligor on the Notes wherever situated
the monies adjudged or decreed to be payable.


 


In case there shall be pending proceedings
for the bankruptcy or for the reorganization of the Issuer or any other obligor on the Notes under any Bankruptcy Law, or any other
applicable law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Issuer or such other obligor, the property of the Issuer or such
other obligor, or in the case of any other judicial proceedings relative to the Issuer or such other obligor upon the Notes, or to
the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such
proceedings or otherwise, to file and prove a claim or claims for the whole amount of principal, premium, if any, accrued and unpaid
interest in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the Trustee and of the Noteholders allowed in such
judicial proceedings relative to the Issuer or any other obligor on the Notes, its or their creditors, or its or their property, and
to collect and receive any monies or other property payable or deliverable on any such claims, and to distribute the same after the
deduction of any amounts due the Trustee under Section 7.06 hereof, and to take any other action with respect to such claims,
including participating as a member of any official committee of creditors, as it reasonably deems necessary or advisable, unless
prohibited by law or applicable regulations, and any receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
custodian or similar official is hereby authorized by each of the Noteholders to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount
due it for reasonable compensation, expenses, advances and disbursements, including counsel fees and expenses incurred by it up to
the date of such distribution. To the extent that such payment of reasonable compensation, expenses, advances and disbursements out
of the estate in any such proceedings shall be denied for any reason, payment of the same shall be secured by a lien on, and shall
be paid out of, any and all distributions, dividends, monies, securities and other property which the Holders of the Notes may be
entitled to receive in such proceedings, whether in liquidation or under any plan of reorganization or arrangement or otherwise.


 


All rights of action and of asserting claims under
this Indenture, or under any of the Notes, may be enforced by the Trustee without the possession of any of the Notes, or the production
thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of
the Notes.


 


In any proceedings brought by the Trustee (and
in any proceedings involving the interpretation of any provision of this Indenture to which the Trustee shall be a party) the Trustee
shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any
such proceedings.


 






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Section 6.03       
Application of Monies Collected by Trustee. Any monies collected by the Trustee pursuant to this Article 6,
shall be applied, in the following order, at the date or dates fixed by the Trustee for the distribution of such monies, upon presentation
of the several Notes, and stamping thereon the payment, if only partially paid, and upon surrender thereof, if fully paid:


 


FIRST: To the payment of all amounts due the Trustee
under Section 7.06 hereof;


 


SECOND: In case the principal of the outstanding
Notes shall not have become due and be unpaid, to the payment of accrued and unpaid interest, if any, on the Notes in default in the order
of the maturity of the installments of such interest, such payments to be made ratably to the Persons entitled thereto;


 


THIRD: In case the principal of the outstanding
Notes shall have become due, by declaration or otherwise, and be unpaid to the payment of the whole amount then owing and unpaid upon
the Notes for principal and premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent
that such interest has been collected by the Trustee) upon overdue installments of accrued and unpaid interest, as provided in Section
6.02 hereof, and in case such monies shall be insufficient to pay in full the whole amounts so due and unpaid upon the Notes, then
to the payment of such principal and premium, if any, and interest without preference or priority of principal and premium, if any, over
interest, or of interest over principal and premium, if any, or of any installment of interest over any other installment of interest,
or of any Note over any other Note, ratably to the aggregate of such principal and premium, if any, and accrued and unpaid interest; and


 


FOURTH: To the payment of the remainder, if any,
to the Issuer or any other Person lawfully entitled thereto.


 


If any Holder fails to present its Note, any funds
due and payable on account of such Note may be escheated in accordance with applicable law.


 


Section 6.04       
Proceedings by Noteholders. No Holder of any Note shall have any right by virtue of or by reference to any provision
of this Indenture to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Indenture, or
for the appointment of a receiver, trustee, liquidator, custodian or other similar official, or for any other remedy hereunder, except
in the case of a default in the payment of principal, premium, if any, or interest on the Notes, unless (a) such Holder previously shall
have given to the Trustee written notice of an Event of Default and of the continuance thereof, as hereinbefore provided, (b) the Holders
of at least twenty five percent (25%) in aggregate principal amount of the Notes then outstanding shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such
security or indemnity that is reasonably satisfactory to it against the costs, liabilities or expenses to be incurred therein or thereby
(including fees of the Trustee’s legal counsel), (c) the Trustee for ninety (90) calendar days after its receipt of such notice,
request and offer of indemnity, shall have refused to institute any such action, suit or proceeding and (d) no direction inconsistent
with such written request shall have been given to the Trustee pursuant to Section 6.07 hereof; it being understood and intended,
and being expressly covenanted by the taker and Holder of every Note with every other taker and Holder and the Trustee, that no one or
more Holders of Notes shall have any right in any manner whatever by virtue of or by reference to any provision of this Indenture to
affect, disturb or prejudice the rights of any other Holder of Notes, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Holders of Notes (except as otherwise provided herein). For the protection and enforcement of this Section 6.04,
each and every Noteholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Notwithstanding any other provision of this Indenture
and any provision of any Note, the right of any Holder of any Note to receive payment of the principal of (including the Redemption Price
upon redemption and payment of a Change of Control Offer on the Change of Control Payment Date, in each case, pursuant to Article 3
hereof) and premium, if any, and accrued interest and Additional Interest, if any, on such Note, on or after the respective due dates
expressed in such Note or in the event of redemption, or to institute suit for the enforcement of any such payment on or after such respective
dates against the Issuer shall not be impaired or affected without the consent of such Holder.


 






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Section 6.05       
Proceedings by Trustee. In case of an Event of Default, the Trustee may, in its sole discretion, proceed to protect
and enforce the rights vested in it by this Indenture by such appropriate judicial proceedings as are necessary to protect and enforce
any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture,
or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law.


 


Section 6.06       
Remedies Cumulative and Continuing. All powers and remedies given by this Article 6 to the Trustee or to the
Noteholders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies
available to the Trustee or the Holders of the Notes, by judicial proceedings or otherwise, to enforce the performance or observance
of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder of any of the Notes
to exercise any right or power accruing upon any Default or Event of Default occurring and continuing as aforesaid shall impair any such
right or power, or shall be construed to be a waiver of any such Default or any acquiescence therein, and, subject to the provisions
of Section 6.04 hereof, every power and remedy given by this Article 6 or by law to the Trustee or to the Noteholders may
be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Noteholders.


 


Section 6.07       
Direction of Proceedings and Waiver of Defaults by Majority of Noteholders. The Holders of not less than a majority
in aggregate principal amount of the Notes at the time outstanding shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee; provided, that (a)
such holders shall have offered to the Trustee such security and/or indemnity satisfactory to the Trustee against any costs, liabilities
or expenses to be incurred therein or thereby (including fees of the Trustee’s legal counsel), (b) such direction shall not be
in conflict with any rule of law or with this Indenture, (c) the Trustee may take any other action it deems proper which is not inconsistent
with such direction, (d) the Trustee may decline to take any action that would benefit some Noteholders to the detriment of other Noteholders
or otherwise be unduly prejudicial to the Noteholders not joining therein and (e) the Trustee may decline to take any action that would
involve the Trustee in personal liability, subject it to reputational harm or be unduly prejudicial to Holders of Notes not joining therein,
it being understood that the Trustee shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial
to such Holders. Prior to taking any such action hereunder, the Trustee shall be entitled to indemnification reasonably satisfactory
to it in its sole discretion against all losses and expenses caused by taking or not taking such action.


 


The Holders of a majority in aggregate principal
amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past Default or Event of Default
hereunder and its consequences except (i) a default in the payment of the principal of (including the Redemption Price upon redemption
and payment of a Change of Control Offer on the Change of Control Payment Date, in each case, pursuant to Article 3 hereof), premium,
if any, or interest and Additional Interest, if any, on the Notes, unless such default has been cured and the Issuer or any Guarantor
has deposited with the Trustee all required payments of the principal of, premium, if any, and interest on the Notes (provided, however,
that the Holders of a majority in aggregate principal amount of the Notes then outstanding may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration) or (ii) a default in respect of a covenant or provisions hereof
which under Article 9 hereof cannot be modified or amended without the consent of the Holders of all Notes then outstanding or
each Note affected thereby.


 


Upon any such waiver, the Issuer, the Trustee
and the Holders of the Notes shall be restored to their former positions and rights hereunder; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right consequent thereon. Whenever any Default or Event of Default
hereunder shall have been waived as permitted by this Section 6.07, said Default or Event of Default shall for all purposes
of the Notes and this Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent thereon.


 






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Section 6.08       
Notice of Defaults. The Trustee may, within ninety (90) calendar days after a Responsible Officer of the Trustee has
knowledge of the occurrence of a Default, mail (or send by electronic transmission) to all Noteholders, as the names and addresses of
such Holders appear upon the Note Register, notice of all Defaults known to a Responsible Officer, unless such Defaults shall have been
cured or waived before the giving of such notice; provided, that except in the case of default in the payment of the principal of (including
the Redemption Price upon redemption and payment of a Change of Control Offer on the Change of Control Payment Date, in each case, pursuant
to Article 3 hereof), or interest and Additional Interest, if any, on any of the Notes, the Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Trustee in good faith determines that the withholding of such notice is in
the interest of the Noteholders.


 


Section 6.09       
Undertaking to Pay Costs. All parties to this Indenture agree, and each Holder of any Note by its acceptance thereof
shall be deemed to have agreed, that any court may, in its discretion, require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit and that such court may in its discretion assess reasonable
costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; provided, that the provisions of this Section 6.09 (to the
extent permitted by law) shall not apply to any suit instituted by the Issuer or any Guarantor, to any suit instituted by the Trustee,
to any suit instituted by any Noteholder, or group of Noteholders, holding in the aggregate more than ten percent (10%) in principal
amount of the Notes at the time outstanding determined in accordance with Section 8.04 hereof, or to any suit instituted by any
Noteholder for the enforcement of the payment of the principal of (including the Redemption Price upon redemption and payment of a Change
of Control Offer on the Change of Control Payment Date, in each case, pursuant to Article 3 hereof), or interest and Additional
Interest, if any, on any Note on or after the due date expressed in such Note.


 






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Article
7

THE TRUSTEE


 


Section 7.01       
Duties and Responsibilities of Trustee. The Trustee, prior to the occurrence of an Event of Default and after the curing
or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically
set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise
such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in the conduct of its own affairs.


 


No provision of this Indenture shall be construed
to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act or its own willful
misconduct, except that:


 


(a)              
prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default which may have occurred:


 


(i)       the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture and the Trust Indenture Act,
and the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Indenture
and no implied covenants or obligations shall be read into this Indenture and the Trust Indenture Act against the Trustee; and


 


(ii)       in
the absence of bad faith and willful misconduct on the part of the Trustee, the Trustee may conclusively rely as to the truth of the statements
and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but, in the case of any such certificates or opinions which by any provisions hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform
to the requirements of this Indenture;


 


(b)              
the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer or Officers of the Trustee,
unless the Trustee was negligent in ascertaining the pertinent facts;


 


(c)              
the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with
the written direction of the Holders of not less than a majority in principal amount of the Notes at the time outstanding determined as
provided in Section 8.04 hereof relating to the time, method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture;


 


(d)              
whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording
protection to, the Trustee shall be subject to the provisions of this Section 8.04;


 


(e)              
the Trustee shall not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other
matters relating to payment) or notice effected by the Issuer or any Paying Agent (other than the Trustee) or any records maintained by
any co- registrar (other than the Trustee) with respect to the Notes;


 


(f)               
if any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be
sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred
unless a Responsible Officer of the Trustee has actual knowledge thereof or unless the Trustee has otherwise received written notice thereof;
and


 


(g)              
 the Trustee shall not be deemed to have knowledge of any Event of Default hereunder unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless the Trustee shall have been notified in writing of such Event of Default by the Issuer or a Holder
of Notes.


 


None of the provisions contained in this Indenture
shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of
its duties or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee shall not be required to give any bond
or surety in respect of the performance of its powers and duties hereunder.


 


Except as explicitly specified otherwise herein,
the Issuer will be responsible for making all calculations required under this Indenture and the Notes. The Issuer will make such calculations
in good faith and, absent manifest error, Issuer’s calculations will be final and binding on Holders of the Notes. The Issuer will
provide a schedule of its calculations to the Trustee, and the Trustee is entitled to rely upon the accuracy of the Issuer’s calculations
without independent verification. The Trustee will forward the Issuer’s calculations to any Holder of the Notes upon request.


 






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Section 7.02       
Reliance on Documents, Opinions, etc. Except as otherwise provided in Section 7.01 hereof:


 


(a)              
the Trustee may conclusively rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, consent, order, bond, debenture, Note, coupon or other paper or document (whether in its original, facsimile
or electronic form) believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. If
presented with a non-conforming certificate or opinion, the Trustee may request the delivering party to re-issue the certificate or opinion
in the manner required by this Indenture before taking any action;


 


(b)              
any request, direction, order or demand of the Issuer mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
(unless other evidence in respect thereof be herein specifically prescribed) and, if requested by the Trustee, an Opinion of Counsel;
and any resolution of the Board of Directors may be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant
Secretary of the Issuer or the General Partner;


 


(c)              
the Trustee may consult with counsel of its own selection and any advice or Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken or omitted by the Trustee hereunder in good faith and in reliance on and in accordance with
such advice or Opinion of Counsel;


 


(d)               the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or
direction of any of the Noteholders pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the
Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred
therein or thereby; provided, however, that the Trustee shall be under no obligation to take any action it believes to be unlawful,
contrary to the terms of this Indenture, or that could subject the Trustee to reputational harm;


 


(e)              
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Trustee may
make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent
or attorney;


 


(f)               
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
by it with due care hereunder;


 


(g)              
the Trustee shall not be liable for any action taken, suffered or omitted to be taken by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(h)              
the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian
and other Person employed to act hereunder;


 


(i)                
the Trustee may request that the Issuer deliver an Officers’ Certificate setting forth the names of individuals and/or titles
of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed
by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate
previously delivered and not superseded;


 


(j)                
any permissive right or authority granted to the Trustee shall not be construed as a mandatory duty;


 


(k)              
the Trustee shall not be responsible or liable for punitive, special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of actions;


 






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(l)                
the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture
arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts
of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or
malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; and acts of civil or military
authorities and governmental action;


 


(m)            
the Trustee shall have no obligation to determine the Debt Rating for purposes of Section 2.12;


 


(n)              
 the Trustee shall have no obligation to determine whether a Rating Event has occurred; and


 


(o)              
the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which in fact constitutes or gives rise to a Default or Event of Default
is received by the Trustee at the Corporate Trust Office, and such notice references the Notes and this Indenture.


 


Section 7.03       
No Responsibility for Recitals, etc. The recitals contained herein and in the Notes (except in the Trustee’s
certificate of authentication) shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for the correctness
of the same. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall
not be accountable for the use or application by the Issuer of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with the provisions of this Indenture.


 


Section 7.04       
Trustee, Paying Agents or Registrar May Own Notes. The Trustee, any Paying Agent or Note Registrar, in its individual
or any other capacity, may become the owner or pledgee of Notes with the same rights it would have if it were not Trustee, Paying Agent
or Note Registrar.


 


Section 7.05       
Monies to Be Held in Trust. Subject to the provisions of Section 11.02 hereof, all monies received by the Trustee
shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Monies held by the Trustee
in trust hereunder need not be segregated from other funds except to the extent required by law. Except as otherwise provided herein,
the Trustee shall be under no liability for interest on any monies received by it hereunder except as may be agreed in writing from time
to time by the Issuer and the Trustee.


 


Section 7.06       
Compensation and Expenses of Trustee. The Issuer covenants and agrees to pay to the Trustee from time to time as agreed
in writing, and the Trustee shall be entitled to, such compensation for all services rendered by it hereunder in any capacity (which
shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as mutually agreed to from
time to time in writing between the Issuer and the Trustee, and the Issuer will pay or reimburse the Trustee upon its request for all
reasonable expenses and disbursements reasonably incurred or made by the Trustee in accordance with any of the provisions of this Indenture
(including the reasonable compensation and the reasonable fees, expenses and disbursements of its counsel and of all Persons not regularly
in its employ) except any such expense, disbursement or advance as may arise from its gross negligence, willful misconduct or bad faith.
The Issuer also covenants to indemnify the Trustee and any predecessor Trustee (or any officer, director or employee of the Trustee),
in any capacity under this Indenture and any authenticating agent for, and to hold them harmless against, any and all loss, liability,
damage, claim or reasonable expense including taxes (other than taxes based on the income of the Trustee) incurred without negligence,
willful misconduct, recklessness or bad faith on the part of the Trustee or such officers, directors, employees or authenticating agent,
as the case may be, and arising out of or in connection with the acceptance or administration of this trust or in any other capacity
hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the Issuer, any
Holder or any other Person) of liability in the premises. The obligations of the Issuer under this Section 7.06 to compensate
or indemnify the Trustee and to pay or reimburse the Trustee for reasonable expenses and disbursements shall be secured by a lien prior
to that of the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the benefit
of the Holders of particular Notes. The obligation of the Issuer under this Section 7.06 shall survive the satisfaction and discharge
of this Indenture.


 


When the Trustee and its agents and any authenticating
agent incur expenses or render services after an Event of Default specified in Section 6.01(e), Section 6.01(f) or Section
6.01(g) hereof with respect to the Issuer occurs, the expenses and the compensation for the services are intended to constitute reasonable
expenses of administration under any bankruptcy, insolvency or similar laws.


 






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Section 7.07       
Officers’ Certificate as Evidence. Except as otherwise provided in Section 7.01 hereof, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established
prior to taking or omitting any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed)
may, in the absence of gross negligence or willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established
by an Officers’ Certificate delivered to the Trustee.


 


Section 7.08       
Conflicting Interests of Trustee. If the Trustee has or shall acquire a conflicting interest within the meaning of
the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and
subject to the provisions of, the Trust Indenture Act and this Indenture.


 


Section 7.09       
Eligibility of Trustee. There shall at all times be a Trustee hereunder that is a corporation or other legal entity
organized and doing business under the laws of the United States of America or any state thereof that is authorized under such laws to
exercise corporate trustee power, that is subject to supervision or examination by the U.S. federal and state authorities and that has
a combined capital and surplus of at least the minimum amount required by the Trust Indenture Act. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of any supervising or examining authority, then for the purposes
of this Section 7.09 the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with
the provisions of this Section 7.09, it shall resign immediately in the manner and with the effect hereinafter specified in this
Article.


 


Section
7.10        Resignation
or Removal of Trustee.


 


(a)               The
Trustee may at any time resign by giving written notice of such resignation to the Issuer and to the Holders of Notes. Upon
receiving such notice of resignation, the Issuer shall promptly appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy
to the successor trustee. If no successor trustee shall have been so appointed and have accepted appointment thirty (30) calendar
days after the mailing of such notice of resignation to the Noteholders, the resigning Trustee may, upon ten (10) Business
Days’ notice to the Issuer and the Noteholders, appoint a successor identified in such notice or may petition, at the expense
of the Issuer, any court of competent jurisdiction for the appointment of a successor trustee, or, if any Noteholder who has been a
bona fide holder of a Note or Notes for at least six months may, subject to the provisions of Section 6.09 hereof, on behalf
of itself and all others similarly situated, petition any such court for the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.


 


(b)              
In case at any time any of the following shall occur:


 


(i)       the
Trustee shall fail to comply with Section 7.08 hereof after written request therefor by the Issuer or by any Noteholder who has
been a bona fide holder of a Note or Notes for at least six months; or


 


(ii)       the
Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 hereof and shall fail to resign after written
request therefor by the Issuer or by any such Noteholder; or


 


(iii)       the
Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property
shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation;


 


then, in any such case, the Issuer may remove the Trustee and appoint
a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee, or, subject to the provisions of Section 6.09 hereof,
any Noteholder who has been a bona fide holder of a Note or Notes for at least six months may, on behalf of itself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee; provided,
that if no successor Trustee shall have been appointed and have accepted appointment thirty (30) calendar days after either the Issuer
or the Noteholders has removed the Trustee, or the Trustee resigns, the Trustee so removed may petition, at the expense of the Issuer,
any court of competent jurisdiction for an appointment of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, remove the Trustee and appoint a successor trustee.


 


(c)              
Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this Section
7.10 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.11 hereof.


 


(d)              
Notwithstanding the replacement of the Trustee pursuant to this Section 7.10, the Issuer’s obligations under Section
7.06 hereof shall continue for the benefit of the retiring Trustee.


 


(e)              
 The Trustee shall not be liable for any action or inaction on the part of any successor trustee.


 






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Section 7.11       
Acceptance by Successor Trustee. Any successor trustee appointed as provided in Section 7.10 hereof shall execute,
acknowledge and deliver to the Issuer and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect
as if originally named as trustee herein; but, nevertheless, on the written request of the Issuer or of the successor trustee, the trustee
ceasing to act shall, upon payment of any amount then due it pursuant to the provisions of Section 7.06 hereof, execute and deliver
an instrument transferring to such successor trustee all the rights and powers of the trustee so ceasing to act. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in writing for more fully and certainly vesting in and confirming
to such successor trustee all such rights and powers. Any trustee ceasing to act shall, nevertheless, retain a lien upon all property
and funds held or collected by such trustee as such, except for funds held in trust for the benefit of Holders of particular Notes, to
secure any amounts then due it pursuant to the provisions of Section 7.06 hereof.


 


No successor trustee shall accept appointment as
provided in this Section 7.11 unless, at the time of such acceptance, such successor trustee shall be qualified under the provisions
of Section 7.08 hereof and be eligible under the provisions of Section 7.09 hereof.


 


Upon acceptance of appointment by a successor trustee
as provided in this Section 7.11, the Issuer (or the former trustee, at the written direction of the Issuer) shall mail (or send
by electronic transmission) or cause to be mailed (or sent by electronic transmission) notice of the succession of such trustee hereunder
to the Holders of Notes at their addresses as they shall appear on the Note Register. If the Issuer fails to mail such notice within ten
(10) calendar days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed
at the expense of the Issuer.


 


Section 7.12       
Succession by Merger. Any corporation into which the Trustee may be merged or exchanged or with which it may be consolidated,
or any corporation resulting from any merger, exchange or consolidation to which the Trustee shall be a party, or any corporation succeeding
to all or substantially all of the corporate trust business of the Trustee (including any trust created by this Indenture), shall be
the successor to the Trustee hereunder without the execution or filing of any paper or any further act on the part of any of the parties
hereto, provided, that in the case of any corporation succeeding to all or substantially all of the corporate trust business of the Trustee,
such corporation shall be qualified under the provisions of Section 7.08 hereof and eligible under the provisions of Section
7.09 hereof.


 


In case at the time such successor to the
Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee or authenticating agent
appointed by such predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not
have been authenticated, any successor to the Trustee or any authenticating agent appointed by such successor trustee may
authenticate such Notes in the name of the successor trustee; and in all such cases such certificates shall have the full force that
is provided in the Notes or in this Indenture; provided, that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by
merger, exchange or consolidation.


 






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Article
8

THE NOTEHOLDERS


 


Section 8.01       
Action by Noteholders. Whenever in this Indenture it is provided that the Holders of a specified percentage in aggregate
principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or
waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage
have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Noteholders in person
or by agent or proxy appointed in writing, or (b) by the record of the Holders of Notes voting in favor thereof at any meeting of Noteholders,
or (c) by a combination of such instrument or instruments and any such record of such a meeting of Noteholders. Whenever the Issuer or
the Trustee solicits the taking of any action by the Holders of the Notes, the Issuer or the Trustee may fix in advance of such solicitation
a date as the Record Date for determining Holders entitled to take such action. The Record Date, if any, shall be not more than fifteen
(15) calendar days prior to the date of commencement of solicitation of such action.


 


Section 8.02       
Proof of Execution by Noteholders. Subject to the provisions of Section 7.01 and Section 7.02 hereof,
proof of the execution of any instrument by a Noteholder or its agent or proxy shall be sufficient if made in accordance with such reasonable
rules and regulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The holding of Notes
shall be proved by the registry of such Notes or by a certificate of the Note Registrar.


 


Section 8.03       
Absolute Owners. The Issuer, the Trustee, any Paying Agent and any Note Registrar may deem the Person in whose name
such Note shall be registered upon the Note Register to be, and may treat it as, the absolute owner of such Note (whether or not such
Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by any Person other than the Issuer
or any Note Registrar) for the purpose of receiving payment of or on account of the principal of (including the Redemption Price upon
redemption and payment of a Change of Control Offer on the Change of Control Payment Date, in each case, pursuant to Article 3
hereof), premium, if any, and interest and Additional Interest, if any, on such Note and for all other purposes; and neither the Issuer
nor the Trustee nor any Paying Agent nor any Note Registrar shall be affected by any notice to the contrary. All such payments so made
to any Holder for the time being, or upon its order, shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for monies payable upon any such Note.


 


Section 8.04       
Issuer-owned Notes Disregarded. In determining whether the Holders of the requisite aggregate principal amount of Notes
have concurred in any direction, consent, waiver or other action under this Indenture or whether a quorum is present at a meeting of
the Holders of the Notes, Notes which are owned by the Issuer or any other obligor on the Notes or any Affiliate of the Issuer or any
other obligor on the Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided,
that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other
action, only Notes which a Responsible Officer knows are so owned shall be so disregarded. Notes so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction
of the Trustee the pledgee’s right to vote such Notes and that the pledgee is not the Issuer, any other obligor on the Notes or
any Affiliate of the Issuer or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon
the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly
an Officers’ Certificate listing and identifying all Notes, if any, known by the Issuer to be owned or held by or for the account
of any of the above described Persons, and, subject to Section 7.01 hereof, the Trustee shall be entitled to accept such Officers’
Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for
the purpose of any such determination.


 


Section 8.05       
Revocation of Consents; Future Holders Bound. At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 8.01 hereof, of the taking of any action by the Holders of the percentage in aggregate principal amount of
the Notes specified in this Indenture in connection with such action, any Holder of a Note which is shown by the evidence to be included
in the Notes the Holders of which have consented to such action may, by filing written notice with the Trustee at its Corporate Trust
Office and upon proof of holding as provided in Section 8.02 hereof, revoke such action so far as it concerns such Note. Except
as aforesaid, any such action taken by the Holder of any Note shall be conclusive and binding upon such Holder and upon all future Holders
and owners of such Note and of any Notes issued in exchange or substitution therefor, irrespective of whether any notation in regard
thereto is made upon such Note or any Note issued in exchange or substitution herefor.


 






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Article
9

SUPPLEMENTAL INDENTURES


 


Section 9.01       
Supplemental Indentures Without Consent of Noteholders. The Issuer, the Guarantors and the Trustee may, from time to
time, and at any time enter into an indenture or indentures supplemental without the consent of the Holders of the Notes hereto for one
or more of the following purposes:


 


(a)              
to evidence a successor to the Issuer as obligor or to any Guarantor as guarantor under this Indenture;


 


(b)              
to add to the covenants of the Issuer or any Guarantor for the benefit of the Holders of the Notes or to surrender any right or
power conferred upon the Issuer or any Guarantor in this Indenture or in the Notes;


 


(c)              
to add Events of Default for the benefit of the Holders of the Notes;


 


(d)              
 to amend or supplement any provisions of this Indenture; provided that no amendment or supplement shall materially adversely
affect the interests of the Holders of any Notes then outstanding;


 


(e)              
to secure the Notes;


 


(f)               
to provide for the acceptance of appointment of a successor Trustee or facilitate the administration of the trusts under this Indenture
by more than one Trustee;


 


(g)              
to provide for rights of Holders of the Notes if any consolidation, merger or sale of all or substantially all of the property
or assets of the Issuer, the General Partner and the Issuer’s Subsidiaries, taken as a whole, occurs;


 


(h)              
to cure any ambiguity, defect or inconsistency in this Indenture; provided, that this action shall not adversely affect the interests
of the Holders of the Notes in any material respect;


 


(i)                
to provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;


 


(j)                
to supplement any of the provisions of this Indenture to the extent necessary to permit or facilitate defeasance and discharge
of any of the Notes; provided that the action shall not adversely affect the interests of the Holders of the Notes in any material
respect; or


 


(k)              
to conform the text of this Indenture, the Guarantee or the Notes to any provision of the description thereof set forth in the
Offering Memorandum to the extent that such provision in the Offering Memorandum was intended to be a verbatim recitation of a provision
in this Indenture, the Guarantee or the Notes.


 


Upon the written request of the Issuer, accompanied
by a copy of the resolutions of the Board of Directors authorizing the execution of any supplemental indenture and an Opinion of Counsel
stating that such amendment is authorized or permitted under the Indenture, the Trustee is hereby authorized to join with the Issuer and
the Guarantors in the execution of any such supplemental indenture, to make any further appropriate agreements and stipulations that may
be therein contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustee shall not be obligated
to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights, duties or immunities
under this Indenture or otherwise.


 


Any supplemental indenture authorized by the provisions
of this Section 9.01 may be executed by the Issuer, the Guarantors and the Trustee without the consent of the Holders of any of
the Notes at the time outstanding, notwithstanding any of the provisions of Section 9.02 hereof.


 






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Section 9.02       
Supplemental Indenture With Consent of Noteholders. With the consent (evidenced as provided in Article 8 hereof)
of the Holders of not less than a majority in aggregate principal amount of the Notes at the time outstanding, the Issuer, the Guarantors
and the Trustee may, from time to time and at any time, enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or any supplemental indenture
or modifying in any manner the rights of the Holders of the Notes; provided that no such supplemental indenture shall, without
the consent of the Holder of each Note affected thereby:


 


(a)              
change the Stated Maturity of the principal of or any installment of interest on the Notes, reduce the principal amount of, or
the rate or amount of interest on, or any premium payable on redemption of, the Notes, or adversely affect any right of repayment of the
Holder of the Notes, change the place of payment, or the coin or currency, for payment of principal of or interest on any Note or impair
the right to institute suit for the enforcement of any payment on or with respect to the Notes;


 


(b)              
reduce the percentage in principal amount of the outstanding Notes necessary to modify or amend this Indenture, to waive compliance
with certain provisions of this Indenture or certain defaults and their consequences provided in this Indenture, or to reduce the requirements
of quorum or change voting requirements set forth in this Indenture;


 


(c)              
modify or affect in any manner adverse to the Holders the terms and conditions of the obligations of the Issuer or the Guarantor
(except as provided in Section 15.04) in respect of the due and punctual payments of principal and interest; or


 


(d)              
modify any of this Section 9.02 or Section 6.07 hereof or any of the provisions relating to the waiver of certain
past Defaults or certain covenants, except to increase the required percentage to effect the action or to provide that certain other provisions
may not be modified or waived without the consent of the Holders of the Notes.


 


Upon the written request of the Issuer, accompanied
by a copy of the resolutions of the Board of Directors authorizing the execution of any supplemental indenture, and upon the filing with
the Trustee of evidence of the consent of Noteholders as aforesaid, the Trustee shall join with the Issuer and the Guarantors in the execution
of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this
Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture.


 


It shall not be necessary for the consent of the
Noteholders under this Section 9.02 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient
if such consent shall approve the substance thereof.


 


Section 9.03       
Effect of Supplemental Indenture. Any supplemental indenture executed pursuant to the provisions of this Article
9 shall comply with the Trust Indenture Act, as then in effect, provided that this Section 9.03 shall not require such supplemental
indenture or the Trustee to be qualified under the Trust Indenture Act prior to the time, if ever, such qualification is in fact required
under the terms of the Trust Indenture Act or the Indenture has been qualified under the Trust Indenture Act, nor shall it constitute
any admission or acknowledgment by any party to such supplemental indenture that any such qualification is required prior to the time,
if ever, such qualification is in fact required under the terms of the Trust Indenture Act or the Indenture has been qualified under
the Trust Indenture Act. Upon the execution of any supplemental indenture pursuant to the provisions of this Article 9, this Indenture
shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitation of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Issuer and the Holders of Notes shall thereafter be determined, exercised
and enforced hereunder, subject in all respects to such modifications and amendments and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes.


 






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Section 9.04       
Notation on Notes. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to
the provisions of this Article 9 may bear a notation in form approved by the Trustee as to any matter provided for in such supplemental
indenture. If the Issuer or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the
Issuer, to any modification of this Indenture contained in any such supplemental indenture may, at the Issuer’s expense, be prepared
and executed by the Issuer, authenticated by the Trustee (or an authenticating agent duly appointed by the Trustee pursuant to Section
16.11 hereof) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.


 


Section 9.05       
Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee. Prior to entering into any supplemental
indenture pursuant to this Article 9, the Trustee shall be provided with an Officers’ Certificate and an Opinion of Counsel
as conclusive evidence that any supplemental indenture executed pursuant hereto complies with the requirements of this Article 9
and is otherwise authorized or permitted by this Indenture.


 


Article
10

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


 


Section 10.01   
Issuer May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation
or merger of the Issuer with or into any other Person or Persons (whether or not affiliated with the Issuer), or successive consolidations
or mergers in which either the Issuer will be the continuing entity or the Issuer or its successor or successors shall be a party or
parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the Issuer, the General
Partner and the Issuer’s Subsidiaries, taken as a whole, to any other Person (whether or not affiliated with the Issuer); provided,
however, that the following conditions are met:


 


(a)              
the Issuer or the General Partner, as the case may be, shall be the continuing entity, or the successor entity (if other than the
Issuer or the General Partner, as the case may be) formed by or resulting from any consolidation or merger or which shall have received
the transfer of assets shall be domiciled in the United States and shall expressly assume payment of the principal of and interest on
all of the Notes and the due and punctual performance and observance of all of the covenants and conditions in this Indenture;


 


(b)              
immediately after giving effect to such transaction, no Default and no Event of Default shall have occurred and be continuing;
and


 









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(c)              
 either the Issuer or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate
and an Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease and, if a supplemental indenture
is required in connection with such transaction, such supplemental indenture comply with this Article 10 and that all conditions
precedent herein provided for relating to such transaction have been complied with.


 


No such consolidation, merger, sale, conveyance,
transfer or lease shall be permitted by this Section 10.01 unless prior thereto the Issuer shall have delivered to the Trustee
an Officers’ Certificate and an Opinion of Counsel, each stating that the Issuer’s obligations hereunder shall remain in full
force and effect thereafter.


 


Section 10.02   
Issuer Successor to Be Substituted. Upon any consolidation by the Issuer with or merger of the Issuer into any other
Person or any sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Issuer to any Person
in accordance with Section 10.01 hereof, the successor Person formed by such consolidation or into which the Issuer is merged
or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and
power of, the Issuer under this Indenture with the same effect as if such successor Person had been named as the Issuer herein, and thereafter,
except in the case of a lease, the predecessor Person shall be released and discharged from all obligations and covenants under this
Indenture, the Notes and the Registration Rights Agreement.


 


In case of any such consolidation, merger, sale,
conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued
as may be appropriate.


 


Section 10.03   
General Partner May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent
any consolidation or merger of the General Partner with or into any other Person or Persons (whether or not affiliated with the General
Partner), or successive consolidations or mergers in which either the General Partner will be the continuing entity or the General Partner
or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially
all of the property of the Issuer, the General Partner and the Issuer’s Subsidiaries, taken as a whole, to any other Person (whether
or not affiliated with the General Partner); provided, however, that the following conditions are met:


 


(a)              
the General Partner shall be the continuing entity, or the successor entity (if other than the General Partner) formed by or resulting
from any consolidation or merger or which shall have received the transfer of assets shall be domiciled in the United States and shall
expressly assume the obligations of the General Partner under the Guarantee and the due and punctual performance and observance of all
of the covenants and conditions in this Indenture;


 


(b)              
immediately after giving effect to such transaction, no Default and no Event of Default shall have occurred and be continuing;
and


 





(c)              
 either the General Partner or the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate
of the General Partner and an Opinion of Counsel, each stating that such consolidation, sale, merger, conveyance, transfer or lease and
such supplemental indenture comply with this Article 10 and that all conditions precedent herein provided for relating to such
transaction have been complied with.


 






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No such consolidation, merger, sale, conveyance,
transfer or lease shall be permitted by this Section 10.03 unless prior thereto the General Partner shall have delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the General Partner’s obligations hereunder
shall remain in full force and effect thereafter.


 


Section 10.04   
General Partner Successor to Be Substituted. Upon any consolidation or merger or any sale, conveyance, transfer or
lease of all or substantially all of the properties and assets of the Issuer, the General Partner and the Issuer’s Subsidiaries,
taken as a whole, to any Person in accordance with this Section 10.04, the successor Person formed by such consolidation or into
which the General Partner is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted
for, and may exercise every right and power of, the General Partner under this Indenture with the same effect as if such successor Person
had been named as the General Partner herein, and thereafter, except in the case of a lease, the predecessor Person shall be released
and discharged from all obligations and covenants under this Indenture, the Guarantee and the Registration Rights Agreement.


 


In case of any such consolidation, merger, sale,
conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued
as may be appropriate.


 


Section 10.05   
Assumption by General Partner. Without the consent of any Holders of the Notes, the General Partner, or a Subsidiary
thereof, may directly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, the due and punctual payment of the principal of, any premium and interest on all the Notes and the performance of every covenant
of this Indenture on the part of the Issuer to be performed or observed. Upon any such assumption, the General Partner or such Subsidiary
shall succeed to, and be substituted for and may exercise every right and power of, the Issuer under this Indenture with the same effect
as if the General Partner or such Subsidiary had been named as the Issuer herein and the Issuer shall be released from all obligations
and covenants with respect to the Notes. No such assumption shall be permitted unless the General Partner has delivered to the Trustee
(i) an Officers’ Certificate and an Opinion of Counsel, each stating that such assumption and supplemental indenture comply with
this Article 10, and that all conditions precedent herein provided for relating to such transaction have been complied with and
that, in the event of assumption by a Subsidiary, the Guarantee and all other covenants of the General Partner and the Subsidiary Guarantors
herein remain in full force and effect and (ii) an opinion of independent counsel that the Holders of Notes shall have no materially
adverse United States federal tax consequences as a result of such assumption, and that, if any Notes are then listed on the New York
Stock Exchange, that such Notes shall not be delisted as a result of such assumption.


 






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Article
11 





SATISFACTION AND DISCHARGE OF INDENTURE


 


Section 11.01   
Discharge of Indenture. This Indenture shall cease to be of further effect (except as to any surviving rights of registration
of transfer or exchange of Notes herein expressly provided for and except as further provided below), and the Trustee, on demand of and
at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when (a) either:
(1) all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 11.04 hereof and (ii) Notes for whose payment monies have theretofore been deposited
in trust and thereafter repaid to the Issuer as provided in Section 11.04 hereof) have been delivered to the Trustee for cancellation;
or (2) all such Notes not theretofore delivered to the Trustee for cancellation (i) have become due and payable, whether at the Maturity
Date, or otherwise, or (ii) are to be called for redemption under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer, in the case of clause (1) or (2) above, has
irrevocably deposited or caused to be irrevocably deposited with the Trustee or a Paying Agent (other than the Issuer or any of its Affiliates),
as applicable, as trust funds in trust cash in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore
delivered to the Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become
due and payable) or to the Maturity Date or Redemption Date, as the case may be; (b) the Issuer has paid or caused to be paid all other
sums payable hereunder by the Issuer; and (c) the Issuer has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture
have been complied with.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Issuer to the Trustee under Section 7.06 hereof shall survive and, if monies shall have
been deposited with the Trustee pursuant to subclause (2) of clause (a) of this Section 11.01, the provisions of Section 2.06,
Section 2.07, Section 2.08 and Section 5.01 hereof and this Article 11, shall survive until the Notes have
been paid in full.


 


Section 11.02   
Deposited Monies to Be Held in Trust by Trustee. Subject to Section 11.04 hereof, all monies deposited with
the Trustee pursuant to Section 7.05 hereof shall be held in trust for the sole benefit of the Noteholders, and such monies shall
be applied by the Trustee to the payment, either directly or through any Paying Agent (including the Issuer if acting as its own Paying
Agent), to the Holders of the particular Notes for the payment or redemption of which such monies have been deposited with the Trustee,
of all sums due and to become due thereon for principal, premium, if any, and interest. The Trustee is not responsible to anyone for
interest on any deposited funds except as agreed in writing.


 


Section 11.03   
Paying Agent to Repay Monies Held. Subject to the provisions of Section 11.04 hereof, the Trustee or a Paying
Agent shall hold in trust, for the benefit of the Noteholders, all monies deposited with it pursuant to Section 11.01 hereof and
shall apply the deposited monies in accordance with this Indenture and the Notes to the payment of the principal of (including the Redemption
Price upon redemption and payment of a Change of Control Offer on the Change of Control Payment Date, in each case, pursuant to Article
3 hereof) and interest and Additional Interest, if any, on the Notes.


 






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Section 11.04   
Return of Unclaimed Monies. The Trustee and each Paying Agent shall pay to the Issuer upon request any monies held
by them for the payment of principal or interest that remains unclaimed for two years after a right to such monies have matured; provided,
however, that the Trustee or such Paying Agent, before being required to make any such payment, may, at the expense of the Issuer, either
publish in a newspaper of general circulation in The City of New York, or cause to be mailed (or sent by electronic transmission) to
each Holder entitled to such monies, notice that such monies remain unclaimed and that after a date specified therein, which shall be
at least thirty (30) calendar days from the date of such mailing or publication, any unclaimed balance of such monies then remaining
will be repaid to the Issuer. After payment to the Issuer, Holders entitled to monies must look to the Issuer for payment as general
creditors unless an applicable abandoned property law designates another person, and the Trustee and each Paying Agent shall be relieved
of all liability with respect to such monies.


 


Section 11.05   
Reinstatement. If the Trustee or the Paying Agent is unable to apply any monies in accordance with Section 11.02
hereof by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit
had occurred pursuant to Section 11.01 hereof until such time as the Trustee or the Paying Agent is permitted to apply all such
monies in accordance with Section 11.02 hereof; provided, that if the Issuer makes any payment of principal of or interest on
any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the monies held by the Trustee or Paying Agent.


 


Article
12

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section 12.01   
Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time, elect to have
either Section 12.02 or Section 12.03 hereof be applied to all outstanding Notes upon compliance with the conditions set
forth below in this Article 12.


 


Section 12.02   
Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable
to this Section 12.02, the Issuer and each Guarantor will, subject to the satisfaction of the conditions set forth in Section
12.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and the Guarantees on
the date the conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance
means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire Debt represented by the outstanding Notes
and Guarantees, which will thereafter be deemed to be “outstanding” only for the purposes of Section 12.05 hereof
and the other sections of this Indenture referred to in clauses (a) and (b) below, and to have satisfied all their other obligations
under such Notes, the Guarantees and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged
hereunder:


 









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(a)              
 the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Additional
Interest, if any, on, such Notes when such payments are due from the trust referred to in Section 12.04 hereof;


 


(b)              
the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;


 


(c)              
the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s and the General Partner’s
obligations in connection therewith; and


 


(d)              
this Article 12.


 


Subject to compliance with this Article 12, the Issuer may exercise
its option under this Section 12.02 notwithstanding the prior exercise of its option under Section 12.03 hereof.


 


Section 12.03   
Covenant Defeasance. Upon the Issuer’s exercise under Section 12.01 hereof of the option applicable to
this Section 12.03, the Issuer and each Guarantor will, subject to the satisfaction of the conditions set forth in Section
12.04 hereof, be released from each of their obligations under the covenants contained in Section 4.09, Section 4.10
and Section 4.11 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 12.04
hereof are satisfied (hereinafter, “Covenant Defeasance”), and the Notes will thereafter be deemed not “outstanding”
for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection
with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that
such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to
the outstanding Notes and Guarantees, the Issuer and each Guarantor may omit to comply with and will have no liability in respect of
any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document
and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes and Guarantees will be unaffected thereby. In addition, upon the Issuer’s
exercise under Section 12.01 hereof of the option applicable to this Section 12.03, subject to the satisfaction of the
conditions set forth in Section 12.04 hereof, Section 6.01(c) and Section 6.01(d) hereof will not constitute Events
of Default.


 


Section 12.04   
Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 12.02 or Section 12.03 hereof:


 


(a)           the
Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
investment bank, appraisal firm, or firm of independent public accountants, to pay the principal of, premium and Additional
Interest, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable Redemption
Date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a
particular Redemption Date;


 






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(b)         
in the case of an election under Section 12.02 hereof, the Issuer must deliver to the Trustee an Opinion of Counsel confirming
that:


 


(1)              
the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling; or


 


(2)              
since the date of this Indenture, there has been a change in the applicable federal income tax law,


 


in either case to the effect that, and based thereon such Opinion of
Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes
as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same
times as would have been the case if such Legal Defeasance had not occurred;


 


(c)          
in the case of an election under Section 12.03 hereof, the Issuer must deliver to the Trustee an Opinion of Counsel confirming
that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such
Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have
been the case if such Covenant Defeasance had not occurred;


 


(d)         no
Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other indebtedness
being defeased, discharged or replaced), and the granting of liens to secure such borrowings);


 


(e)          such
Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement
or instrument (other than this Indenture and the agreements governing any other indebtedness being defeased, discharged or replaced)
to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;


 


(f)          the Issuer must deliver to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuer with
the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying
or defrauding any creditors of the Issuer or others; and


 


(g)         the
Issuer must deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent
relating to the Legal Defeasance or the Covenant Defeasance have been complied with.


 






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Section 12.05   
Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions. Subject to Section
12.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 12.05, the “Trustee”) pursuant to Section 12.04
hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as
the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and
Additional Interest, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.


 


The Issuer will pay and indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section
12.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes.


 


Notwithstanding anything in this Article 12
to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable
Government Securities held by it as provided in Section 12.04 hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section
12.04(a) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance
or Covenant Defeasance.


 


Section 12.06   
Repayment to Issuer. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust
for the payment of the principal of, premium or Additional Interest, if any, or interest on, any Note and remaining unclaimed for two
years after such principal, premium or Additional Interest, if any, or interest has become due and payable shall be paid to the Issuer
on its request or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted
to look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Issuer cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will
not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer.


 


Section 12.07   
Reinstatement. If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities
in accordance with Section 12.02 or Section 12.03 hereof, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and each Guarantor’s
obligations under this Indenture and the Notes and the Guarantee will be revived and reinstated as though no deposit had occurred pursuant
to Section 12.02 or Section 12.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 12.02 or Section 12.03 hereof, as the case may be; provided, however, that, if the Issuer
makes any payment of principal of, premium or Additional Interest, if any, or interest on, any Note following the reinstatement of its
obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by
the Trustee or Paying Agent.


 






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Article
13

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


 


Section 13.01   
Indenture and Notes Solely Corporate Obligations. Except as otherwise expressly provided in Article 15 hereof,
no recourse for the payment of the principal of (including the Redemption Price upon redemption and payment of a Change of Control Offer
on the Change of Control Payment Date, in each case, pursuant to Article 3 hereof) or, premium, if any, or interest and Additional
Interest, if any, on any Note, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Issuer in this Indenture or in any supplemental indenture or in any Note, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator, stockholder, limited partner, member, manager, employee,
agent, officer, director or Subsidiary, as such, past, present or future, of the General Partner, the Issuer or any of the Issuer’s
Subsidiaries or of any successor thereto, either directly or through the General Partner, the Issuer or any of the Issuer’s Subsidiaries
or any successor thereto, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as
a consideration for, the execution of this Indenture and the issue of the Notes.


 


Article
14

MEETINGS OF HOLDERS OF NOTES


 


Section 14.01   
Purposes for Which Meetings May Be Called. A meeting of Holders of Notes may be called at any time and from time to
time pursuant to this Article 14 to make, give or take any request, demand, authorization, direction, notice, consent, waiver
or other act provided by this Indenture to be made, given or taken by Holders of Notes.


 


Section
14.02    Call, Notice and Place
of Meetings.


 


(a)              
The Trustee may at any time call a meeting of Holders of Notes for any purpose specified in Section 14.01 hereof, to be
held at such time and at such place in The City of New York, New York as the Trustee shall determine. Notice of every meeting of Holders
of Notes, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall
be given, in the manner provided in Section 16.03 hereof, not less than twenty-one (21) nor more than 180 days prior to the date
fixed for the meeting.


 


(b)               In
case at any time the Issuer, the General Partner or the Holders of at least 10% in principal amount of the outstanding Notes shall
have requested the Trustee to call a meeting of the Holders of Notes for any purpose specified in Section 14.01 hereof, by
written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have
mailed notice of or made the first publication of the notice of such meeting within twenty- one (21) days after receipt of such
request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Issuer, the General Partner, if
applicable, or the Holders of Notes in the amount above specified, as the case may be, may determine the time and the place in the
City of New York, New York, for such meeting and may call such meeting for such purposes by giving notice thereof as provided in
clause (a) of this Section 14.02.


 






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Section 14.03   
Persons Entitled to Vote at Meetings. To be entitled to vote at any meeting of Holders of Notes, a Person shall be
(a) a Holder of one or more outstanding Notes, or (b) a Person appointed by an instrument in writing as proxy for a Holder or Holders
of one or more outstanding Notes by such Holder or Holders. The only Persons who shall be entitled to be present or to speak at any meeting
of Holders of Notes shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its
counsel, any representatives of the General Partner and its counsel and any representatives of the Issuer and its counsel.


 


Section 14.04   
Quorum; Action. The Persons entitled to vote a majority in principal amount of the outstanding Notes shall constitute
a quorum for a meeting of Holders of Notes; provided, however, that if any action is to be taken at the meeting with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action which may be made, given or taken by the Holders of not less
than a specified percentage in principal amount of the outstanding Notes, the Persons holding or representing the specified percentage
in principal amount of the outstanding Notes will constitute a quorum. In the absence of a quorum within 30 minutes after the time appointed
for any such meeting, the meeting shall, if convened at the request of Holders of Notes, be dissolved. In any other case the meeting
may be adjourned for a period of not less than ten (10) days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than ten (10) days as determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Notice
of the reconvening of any adjourned meeting shall be given as provided in Section 14.02 hereof, except that such notice need be
given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening
of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the outstanding Notes which
shall constitute a quorum.


 


Except as limited by the proviso to Section
9.02 hereof, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid
may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the outstanding Notes; provided, however,
that, except as limited by the proviso to Section 9.02 hereof, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other action which this Indenture expressly provides may be made, given or taken by the Holders
of a specified percentage, which is less than a majority, in principal amount of the outstanding Notes may be adopted at a meeting or
an adjourned meeting duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified
percentage in principal amount of the outstanding Notes.


 


Any resolution passed or decision taken at any
meeting of Holders of Notes duly held in accordance with this Section 14.04 shall be binding on all the Holders of Notes, whether
or not such Holders were present or represented at the meeting.


 






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Section
14.05    Determination of Voting
Rights; Conduct and Adjournment of Meetings. Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Holders of Notes in regard to proof of the holding of Notes and of the appointment
of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates
and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except
as otherwise permitted or required by any such regulations, the holding of Notes shall be proved in the manner specified in Section
8.03 hereof and the appointment of any proxy shall be proved in the manner specified in Section 8.01 hereof.


 


(a)              
The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been
called by the Issuer or by Holders of Notes as provided in Section 14.02(b) hereof, in which case the Issuer, the General Partner
or the Holders of Notes calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman
and a permanent secretary of the meeting shall be elected by vote of the Persons entitled to vote a majority in principal amount of the
outstanding Notes of such series represented at the meeting.


 


(b)              
At any meeting, each Holder of a Note or proxy shall be entitled to one vote for each $2,000 principal amount of Notes held or
represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Note challenged as not outstanding
and ruled by the chairman of the meeting to be not outstanding. The chairman of the meeting shall have no right to vote, except as a Holder
of a Note or proxy.


 


(c)              
Any meeting of Holders of Notes duly called pursuant to Section 14.02 hereof at which a quorum is present may be adjourned
from time to time by Persons entitled to vote a majority in principal amount of the outstanding Notes represented at the meeting; and
the meeting may be held as so adjourned without further notice.


 


Section 14.06   
Counting Votes and Recording Action of Meetings. The vote upon any resolution submitted to any meeting of Holders of
Notes shall be by written ballots on which shall be subscribed the signatures of the Holders of Notes or of their representatives by
proxy and the principal amounts and serial numbers of the outstanding Notes held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall
make and file with the secretary of the meeting their verified written reports in triplicate of all votes cast at the meeting. A record,
at least in triplicate, of the proceedings of each meeting of Holders of Notes shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits
by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 14.02 hereof and, if applicable, Section 14.04 hereof. Each copy shall be signed and verified
by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Issuer and the General
Partner, and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting.
Any record so signed and verified shall be conclusive evidence of the matters therein stated.


 






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Article
15


GUARANTEE


 


Section 15.01   
Guarantee. By its execution hereof, each Guarantor acknowledges and agrees that it receives substantial benefits from
the Issuer and that such Guarantor is providing its Guarantee for good and valuable consideration, including, without limitation, such
substantial benefits. Accordingly, subject to the provisions of this Article 15, each Guarantor hereby fully, unconditionally
and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Guarantor, to each Holder
of the Notes and, to the extent lawful, the Trustee: (i) the full and punctual payment when due, whether at the Maturity Date, upon acceleration,
upon repurchase or redemption, upon a Change of Control Triggering Event or otherwise, of the principal of (including the Redemption
Price upon redemption and payment of a Change of Control Offer on the Change
of Control Payment Date, in each case pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest,
if any, on the Notes and all other obligations of the Issuer to the Holders or the Trustee hereunder or under the Notes (including fees,
expenses or other (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding)); and (ii) in case of any extension of time of payment or renewal of any Notes
or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension
or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however, in the case of clauses
(i) and (ii) above, to the limitations set forth in Section 15.03 hereof (collectively, the “Guarantee Obligations”).


 


Subject to the provisions
of this Article 15, each Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the
validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or
consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Issuer, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor.
Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Issuer (each, a
“Benefited Party”) to proceed against the Issuer or any other Person or to proceed against or exhaust any
security held by a Benefited Party at any time or to pursue any other remedy in any secured party’s power before proceeding
against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any
other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration,
bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly
required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional
indebtedness or obligation or of any action or non-action on the part of such Guarantor, the Issuer, any Benefited Party, any
creditor of such Guarantor or the Issuer or on the part of any other Person whomsoever in connection with any obligations the
performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but
not limited to an election to proceed against such Guarantor for reimbursement; (e) any defense based upon any statute or rule of
law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that
of the principal; (f) any defense arising because of a Benefited Party’s election, in any proceeding instituted under the
Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant
of a security interest under Section 364 of the Bankruptcy Code. Each Guarantor hereby covenants that, except as otherwise provided
therein, the Guarantee shall not be discharged except by payment in full of all Guarantee Obligations, including the principal,
premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article 7
hereof.


 






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If any Holder or the Trustee is required by any
court or otherwise to return to either the Issuer or any Guarantor, or any trustee or similar official acting in relation to either the
Issuer or any Guarantor, any amount paid by the Issuer or any Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore
discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to any right of subrogation
in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby.
Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) the maturity
of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes hereof, notwithstanding
any stay, injunction or other prohibition preventing such acceleration in respect of the Guarantee Obligations, and (y) in the event of
any acceleration of such obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or not due and payable)
shall forthwith become due and payable by such Guarantor for the purpose of the Guarantee.


 


Section 15.02   
Execution and Delivery of Guarantee. To evidence the Guarantee set forth in Section 15.01 hereof, each Guarantor
has executed this Indenture or a Guarantee in substantially the form of Exhibit D hereto. If an officer whose signature is
on a Note, this Indenture or such a Guarantee no longer holds that office at the time the Trustee authenticates a Note to which the Guarantee
applies, the Guarantee shall be valid nevertheless.


 


The delivery of any Note by the Trustee, after
the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of each Guarantor.


 


Section
15.03    Limitation of Guarantors’
Liability; Certain Bankruptcy Events.


 


(a)              
Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that the
Guarantee Obligations of such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law. To effectuate
the foregoing intention, the Holders and each Guarantor hereby irrevocably agree that the Guarantee Obligations of such Guarantor under
this Article 15 shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities
of such Guarantor, result in the Guarantee Obligations of such Guarantor under the Guarantee not constituting a fraudulent transfer or
conveyance.


 


(b)               Each
Guarantor hereby covenants and agrees, to the fullest extent that it may do so under applicable law, that in the event of the
insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer, such Guarantor shall not file (or join in any
filing of), or otherwise seek to participate in the filing of, any motion or request seeking to stay or to prohibit (even
temporarily) execution on the Guarantee and hereby waives and agrees not to take the benefit of any such stay of execution, whether
under Section 362 or 105 of the Bankruptcy Law or otherwise.


 






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Section
15.04    Additional Guarantors;
Release of Guarantors and Guarantee Obligations.


 


(a)              
If the Issuer or any Subsidiary Guarantor acquires or creates a Subsidiary, and such Subsidiary shall guarantee the 3.75% Exchangeable
Senior Notes due 2024 governed by the indenture, dated as of February 21, 2019, by and among the Issuer, the General Partner and
certain Subsidiaries of the Issuer, as guarantors, and GLAS Trust Company, LLC, as trustee (the “3.75% Exchangeable Senior Notes”),
or any other senior unsecured Indebtedness for borrowed money of the Issuer, then such Subsidiary shall become a Subsidiary Guarantor
and execute and deliver to the Trustee a Guarantee substantially in the form attached as Exhibit D hereto, and deliver
to the Trustee (i) an Opinion of Counsel and (ii) an Officers’ Certificate satisfying the requirements of this Indenture,
in each case, within 45 days following the later of (x) the date on which it was acquired, created or otherwise became a Subsidiary
and (y) the date it became such a guarantor of the 3.75% Exchangeable Senior Notes or such other senior unsecured Indebtedness for
borrowed money of the Issuer (or, in each case, such longer period as may be required to obtain any necessary approvals under applicable
laws or other regulatory requirements). The General Partner and the Issuer shall use commercially reasonable efforts to obtain all approvals
necessary to permit any Subsidiary to become a Subsidiary Guarantor as required hereby as promptly as practicable.


 


(b)              
Notwithstanding any other provisions of this Indenture, unless already otherwise released in accordance with the terms of this
Indenture, the General Partner and the Subsidiary Guarantors will be automatically and unconditionally released and discharged from the
Guarantee Obligations following delivery of a written notice by the Issuer to the Trustee, upon the release of all guarantees by the General
Partner and the Subsidiary Guarantors of (i) the 3.75% Exchangeable Senior Notes, and (ii) any additional guarantees by the
General Partner and the Subsidiary Guarantors of any senior unsecured Indebtedness for borrowed money of the Issuer.


 


(c)              
Notwithstanding any other provisions of this Indenture, unless otherwise already released in accordance with the terms of this
Indenture, the Guarantee of each Subsidiary Guarantor shall be automatically released in connection with:


 


(1)              
any transaction that results in such Subsidiary Guarantor ceasing to be a Subsidiary of the General Partner; and


 


(2)              
any sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor, by way of merger, consolidation
or otherwise, to a Person that is not (either immediately before or upon giving effect to such transaction) the Issuer, the General Partner
or another Subsidiary of the Issuer.


 


(d)               The
Trustee shall deliver an appropriate instrument evidencing the release of any Guarantor from the Guarantee Obligations upon receipt
of a written request of the Issuer accompanied by an Officers’ Certificate and an Opinion of Counsel that such Guarantor is
entitled to such release in accordance with the provisions of this Indenture.


 






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Article
16

Miscellaneous Provisions


 


Section 16.01   
Provisions Binding on Issuer’s and Guarantors’ Successors. All the covenants, stipulations, promises and
agreements by the Issuer or any Guarantor contained in this Indenture shall bind their respective successors and assigns whether so expressed
or not.


 


Section 16.02   
Official Acts by Successor Corporation. Any act or proceeding by any provision of this Indenture authorized or required
to be done or performed by any board, committee or officer of the Issuer or any Guarantor shall and may be done and performed with like
force and effect by the like board, committee or officer of any Person that shall at the time be the lawful sole successor of the Issuer
or such Guarantor.


 


Section 16.03   
Addresses for Notices, etc. Any notice or demand which by any provision of this Indenture is required or permitted
to be given or served by the Trustee or by the Holders of Notes on the Issuer or any Guarantor shall be in writing and shall be deemed
to have been sufficiently given or made, for all purposes, if given or served by being deposited postage prepaid by registered or certified
mail in a post office letter box, or sent by overnight courier, or sent by telecopier transmission addressed as follows:


 


To the Issuer:


 


IIP Operating Partnership, LP


11440 West Bernardo Court, Suite 100


San Diego, CA 92127


Attention: General Counsel


 


With a copy to:


 


Foley & Lardner LLP


11988 El Camino Real, Suite 400


San Diego, CA 92130


Attention: Carolyn T. Long


 


To the General Partner:


 


Innovative Industrial Properties, Inc.


11440 West Bernardo Court, Suite 100


San Diego, CA 92127


Attention: General Counsel


 






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With a copy to:


 


Foley & Lardner LLP


11988 El Camino Real, Suite 400


San Diego, CA 92130


Attention: Carolyn T. Long


 


To each Subsidiary Guarantor:


 


c/o Innovative Industrial Properties, Inc.


11440 West Bernardo Court, Suite 100


San Diego, CA 92127


Attention: General Counsel


 


With a copy to:


 


Foley & Lardner LLP


11988 El Camino Real, Suite 400


San Diego, CA 92130


Attention: Carolyn T. Long


 


Any notice, direction, request or demand hereunder to or upon the Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if given or served by being deposited, postage prepaid, by
registered or certified mail in a post office letter box, or sent by overnight courier, or sent by telecopier transmission addressed as
follows:


 


GLAS Trust Company LLC


3 Second Street, Suite 206


Jersey City, New Jersey 07311


Telephone No.: 201.839.2191


Attention: Transaction Manager for Innovative Industrial
Properties, Inc.


 


With a copy to:


 


Morrison & Foerster LLP


2100 L Street NW, Suite 900


Washington, DC 20037


Telephone No.: 202.887.1508


Attention: Tom Good


 


The Trustee, by notice to the Issuer, may designate
additional or different addresses for subsequent notices or communications.


 


Any notice or communication mailed to a Noteholder
shall be mailed by first class mail, postage prepaid, at such Noteholder’s address as it appears on the Note Register and shall
be sufficiently given to such Noteholder if so mailed within the time prescribed.


 






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Failure to mail a notice or communication to a
Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a notice or communication is mailed
in the manner provided above, it is duly given, whether or not the addressee receives it.


 


Section 16.04   
Governing Law; Jury Trial Waiver; Consent to Jurisdiction.


 


(a)              
This Indenture shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict
of law principles that would result in the application of any laws other than the laws of the State of New York.


 


(b)              
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, ANY NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY
OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


(c)              
Each of the parties hereby irrevocably and unconditionally submits, for itself and its property, to the jurisdiction of the Supreme
Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York,
and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Indenture and any of the Notes,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law,
in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Indenture shall affect any right that the Trustee (in each of its various capacities as designated
from time to time hereunder) or any Holder may have to bring any action or proceeding relating to this Indenture against the Issuer or
any Guarantor or their properties in the courts of any jurisdiction to enforce any judgment, order or process entered by such courts situate
within the State of New York, or to enjoin any violations hereof or for relief ancillary hereto or otherwise to collect on loans or enforce
the payment of any Notes or to enforce, protect or maintain their rights and claims or for any other lawful purpose. The Issuer and each
Guarantor further agree that any action or proceeding brought against the Trustee (in each of its various capacities as designated from
time to time hereunder) if brought by the Issuer or any Guarantor, shall be brought only in New York State or, to the extent permitted
by law, in such Federal Court.


 






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Section 16.05   
Evidence of Compliance with Conditions Precedent, Certificates to Trustee. Upon any application or demand by the Issuer
or the General Partner to the Trustee to take any action under any of the provisions of this Indenture, the Issuer or the General Partner
shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, and, if requested by the Trustee, an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.


 


Each certificate or opinion provided for in this
Indenture and delivered to the Trustee with respect to compliance with a condition or covenant provided for in this Indenture shall include:
(1) a statement that the person making such certificate or opinion has read such covenant or condition; (2) a brief statement as to the
nature and scope of the examination or investigation upon which the statement or opinion contained in such certificate or opinion is based;
(3) a statement that, in the opinion of such person, such person has made such examination or investigation as is necessary to enable
such person to express an informed opinion as to whether or not such covenant or condition has been complied with; and (4) a statement
as to whether or not, in the opinion of such person, such condition or covenant has been complied with; provided, however, that with respect
to matters of fact an Opinion of Counsel may rely on an Officers’ Certificate or certificates of public officials.


 


Section 16.06   
Legal Holidays. In any case in which the Stated Maturity of interest on or principal of the Notes, the Redemption Date
or the Change of Control Payment Date of any Note will not be a Business Day, then payment of such interest on or principal of the Notes
need not be made on such date, but shall be due on the next succeeding Business Day with the same force and effect as if made on the
Stated Maturity, the Redemption Date or the Change of Control Payment Date, and no interest shall accrue for the period from and after
such date.


 


Section 16.07   
Trust Indenture Act. This Indenture is hereby made subject to, and shall be governed by, the provisions of the Trust
Indenture Act required to be part of and to govern indentures qualified under the Trust Indenture Act; provided, that this Section
16.07 shall not require this Indenture or the Trustee to be qualified under the Trust Indenture Act prior to the time such qualification
is in fact required under the terms of the Trust Indenture Act, nor shall it constitute any admission or acknowledgment by any party
to the Indenture that any such qualification is required prior to the time such qualification is in fact required under the terms of
the Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be
included in an indenture qualified under the Trust Indenture Act, such required provision shall control.


 


Section 16.08   
No Security Interest Created. Nothing in this Indenture or in the Notes, expressed or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect, in
any jurisdiction in which property of the Issuer or its subsidiaries is located.


 


Section 16.09   
Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other
than the parties hereto, any Paying Agent, any authenticating agent, any Note Registrar and their successors hereunder and the Holders
of Notes any benefit or any legal or equitable right, remedy or claim under this Indenture.


 






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Section 16.10   
Table of Contents, Headings, etc. The table of contents and the titles and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or
restrict any of the terms or provisions hereof.


 


Section 16.11   
Authenticating Agent. The Trustee may appoint an authenticating agent that shall be authorized to act on its behalf,
and subject to its direction, in the authentication and delivery of Notes in connection with the original issuance thereof and transfers
and exchanges of Notes hereunder, including under Section 2.04, Section 2.06, Section 2.07, Section 2.08
and Section 3.03 hereof, as fully to all intents and purposes as though the authenticating agent had been expressly authorized
by this Indenture and those Sections to authenticate and deliver Notes. For all purposes of this Indenture, the authentication and delivery
of Notes by the authenticating agent shall be deemed to be authentication and delivery of such Notes “by the Trustee” and
a certificate of authentication executed on behalf of the Trustee by an authenticating agent shall be deemed to satisfy any requirement
hereunder or in the Notes for the Trustee’s certificate of authentication. Such authenticating agent shall at all times be a Person
eligible to serve as trustee hereunder pursuant to Section 7.09 hereof.


 


Any corporation into which any authenticating agent
may be merged or exchanged or with which it may be consolidated, or any corporation resulting from any merger, consolidation or exchange
to which any authenticating agent shall be a party, or any corporation succeeding to the corporate trust business of any authenticating
agent, shall be the successor of the authenticating agent hereunder, if such successor corporation is otherwise eligible under this Section
16.11, without the execution or filing of any paper or any further act on the part of the parties hereto or the authenticating agent
or such successor corporation.


 


Any authenticating agent may at any time resign
by giving written notice of resignation to the Trustee and to the Issuer. The Trustee may at any time terminate the agency of any authenticating
agent by giving written notice of termination to such authenticating agent and to the Issuer. Upon receiving such a notice of resignation
or upon such a termination, or in case at any time any authenticating agent shall cease to be eligible under this Section 16.11,
the Trustee shall either promptly appoint a successor authenticating agent or itself assume the duties and obligations of the former authenticating
agent under this Indenture and, upon such appointment of a successor authenticating agent, if made, shall give written notice of such
appointment of a successor authenticating agent to the Issuer and shall mail notice of such appointment of a successor authenticating
agent to all Holders of Notes as the names and addresses of such Holders appear on the Note Register.


 


The Issuer agrees to pay to the authenticating
agent from time to time such reasonable compensation for its services as shall be agreed upon in writing between the Issuer and the authenticating
agent.


 


The provisions of Section 7.02, Section
7.03, Section 7.04 and Section 8.03 hereof and this Section 16.11 shall be applicable to any authenticating agent.


 


Section 16.12   
Execution in Counterparts. This Indenture may be executed in any number of counterparts, each of which shall be an
original, but such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature
page of this Indenture by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart
of this Indenture.


 






    77


     


    

 


Section 16.13   
Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, then
(to the extent permitted by law) the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby. GLAS Trust Company LLC hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions
herein above set forth.


 


Section 16.14   
USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act,
the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to
obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account
with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order
for the Trustee to satisfy the requirements of the U.S.A. PATRIOT Act.


 


[Remainder of Page Intentionally
Left Blank]


 






    78


     


    

 





IN WITNESS WHEREOF, the parties hereto have caused
this Indenture to be duly executed.


 


	 	IIP
    OPERATING PARTNERSHIP, LP, as Issuer
	 	 
	 	By:
    Innovative Industrial Properties, Inc., its general partner
	 	 
	 	 	By: 	/s/
    Brian Wolfe
	 	 	Name:
    Brian Wolfe
	 	 	Title:
    Vice President, General Counsel and Secretary




 


	 	INNOVATIVE
    INDUSTRIAL PROPERTIES, INC., as a Guarantor
	 	 
	 	By:	/s/
    Brian Wolfe
	 	Name:
    Brian Wolfe
	 	Title:
    Vice President, General Counsel and Secretary




 


[SIGNATURE PAGE TO INDENTURE]


 






    


     


    

 


	 	SUBSIDIARY
    GUARANTORS:
	 	 
	 	IIP-AZ
    1 LLC
	 	IIP-AZ
    2 LLC
	 	IIP-GP
    LLC
	 	IIP-CO
    1 LLC
	 	IIP-CO
    2 LLC
	 	IIP-FL
    1 LLC
	 	IIP-FL
    2 LLC
	 	IIP-FL
    3 LLC
	 	IIP-IL
    1 LLC
	 	IIP-IL
    2 LLC
	 	IIP-IL
    3 LLC
	 	IIP-IL
    4 LLC
	 	IIP-IL
    5 LLC
	 	IIP-IL
    6 LLC
	 	IIP-MA
    1 LLC
	 	IIP-MA
    2 LLC
	 	IIP-MA
    3 LLC
	 	IIP-MA
    4 LLC
	 	IIP-MA
    5 LLC
	 	IIP-MA
    6 LLC
	 	IIP-MA
    7 LLC
	 	IIP-MD
    1 LLC
	 	IIP-MI
    1 LLC
	 	IIP-MI
    2 LLC
	 	IIP-MI
    3 LLC
	 	IIP-MI
    4 LLC
	 	IIP-MI
    5 LLC
	 	IIP-MI
    6 LLC
	 	IIP-MI
    7 LLC
	 	IIP-MI
    8 LLC
	 	IIP-MN
    1 LLC
	 	IIP-ND
    1 LLC
	 	IIP-NJ
    1 LLC
	 	IIP-NJ
    2 LLC
	 	IIP-NV
    1 LLC
	 	IIP-NY
    1 LLC
	 	IIP-NY
    2 LLC
	 	IIP-OH
    1 LLC
	 	IIP-OH
    2 LLC
	 	IIP-OH
    3 LLC
	 	IIP-OH
    4 LLC
	 	IIP-PA
    1 LLC
	 	IIP-PA
    1 LLC
	 	IIP-PA
    2 LLC







 


[SIGNATURE PAGE TO INDENTURE]


 






    


     


    

 


	 	IIP-PA
    3 LLC
	 	IIP-PA
    4 LLC
	 	IIP-PA
    5 LLC
	 	IIP-PA
    6 LLC
	 	IIP-PA
    7 LLC
	 	IIP-PA
    8 LLC
	 	IIP-TX
    1 LLC
	 	IIP-VA
    1 LLC
	 	IIP-WA
    1 LLC




 


	 	By:
    IIP Operating Partnership, LP, its sole member
	 	 
	 	By:
    Innovative Industrial Properties, Inc., its general partner
	 	 
	 	 	By: 	/s/
    Brian Wolfe
	 	 	Name:
    Brian Wolfe
	 	 	Title:
    Vice President, General Counsel and Secretary




 


	 	IIP-CA
    1 LP
	 	IIP-CA
    2 LP
	 	IIP-CA
    3 LP
	 	IIP-CA
    4 LP
	 	IIP-CA
    5 LP




 


	 	By:
    IIP-GP LLC, its general partner
	 	 
	 	 	By:
    IIP Operating Partnership, LP, its sole member



 


	 	 	By:Innovative
    Industrial Properties, Inc., its general partner
	 	 
	 	 	By:	/s/
    Brian Wolfe
	 	 	Name:
    Brian Wolfe
	 	 	Title:
    Vice President, General Counsel and Secretary







 


[SIGNATURE PAGE TO INDENTURE]


 






    


     


    

 


	 	GLAS
    TRUST COMPANY LLC, as Trustee
	 	 
	 	By:	/s/
    Diana Gulyan
	 	Name:
    Diana Gulyan
	 	Title:
    AVP




 


[SIGNATURE PAGE TO INDENTURE]


 






    


     


    

 





EXHIBIT A


 


[Include only for Global Notes]


 


THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON
UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06
OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.09 OF THE INDENTURE AND (4) THIS GLOBAL
NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.


 


UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY
TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.


 


[Include only for Restricted Global Notes and Restricted Definitive
Notes]


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE
HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS
PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) THAT IS [ONE YEAR FOR RULE 144A NOTES] [40 DAYS FOR REGULATION S NOTES] AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, INNOVATIVE INDUSTRIAL PROPERTIES, INC. OR ANY OF THE ISSUER’S
SUBSIDIARIES, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO
A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
TRANSFER PURSUANT TO CLAUSE (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION
DATE.


 






    A-1


     


    

 


[Legend for Regulation S Global Notes]


 


BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS
NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE
WITH REGULATION S UNDER THE SECURITIES ACT.


 






    A-2


     


    

 


IIP OPERATING PARTNERSHIP, LP

5.50% Senior Notes due 2026


 


No. ____________


 


CUSIP No.: 44988F AC4


 


ISIN: US44988FAC41


 


$[●]


 


IIP Operating Partnership, LP, a Delaware limited
partnership (herein called the “Issuer,” which term includes any successor entity under the Indenture referred to on
the reverse hereof), for value received hereby promises to pay to Cede & Co., or its registered assigns, the principal sum of [●]
dollars ($[●]), or such lesser amount as is set forth in the [Schedule of Increases or Decreases In Note][Schedule of Exchanges
of Interests in the Global Note] on the other side of this Note, on May 25, 2026 at the office or agency of the Issuer maintained for
that purpose in accordance with the terms of the Indenture, in such coin or currency of the United States of America as at the time of
payment shall be legal tender for the payment of public and private debts, and to pay interest, semi-annually on May 15 and November 15
of each year, commencing November 15, 2021, on said principal sum at said office or agency, in like coin or currency, at the rate per
annum of 5.50%, from the May 15 or November 15, as the case may be, next preceding the date of this Note to which interest has been paid
or duly provided for, unless no interest has been paid or duly provided for on the Notes, in which case from May 25, 2021 until payment
of said principal sum has been made or duly provided for. The Issuer shall pay interest on any Notes in certificated form by check mailed
to the address of the Person entitled thereto as it appears in the Note Register; provided, however, that a Holder of any Notes in certificated
form in the aggregate principal amount of more than $2.0 million may specify by written notice to the Issuer that it pay interest by wire
transfer of immediately available funds to the account specified by the Noteholder in such notice, or on any Global Note by wire transfer
of immediately available funds to the account of the Depositary or its nominee.


 


Reference is made to the further provisions of
this Note set forth on the reverse hereof and the Indenture governing this Note. Such further provisions shall for all purposes have the
same effect as though fully set forth at this place.


 


This Note shall not be valid or become obligatory
for any purpose until the certificate of authentication hereon shall have been signed manually or by facsimile or other electronic imaging
means by the Trustee or a duly authorized authenticating agent under the Indenture.


 






    A-3


     


    

 


IN WITNESS WHEREOF, the Issuer has caused this Note
to be duly executed.


 


	DATED:	IIP
    OPERATING PARTNERSHIP, LP  
	 	 
	 	By:	Innovative
    Industrial Properties, Inc., as its sole general partner    
	 	 
	 	By:	 
	 	Name:
	 	Title:





 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


This is one of the Notes designated therein referred
to in the within-mentioned Indenture.


 


	DATED:	GLAS
    TRUST COMPANY LLC, as Trustee
	 	 
	 	By:	 
	 	Authorized
    Signatory





 






    A-4


     


    

 



 


[FORM OF REVERSE SIDE OF NOTE]


 


IIP Operating Partnership, LP

5.50% Senior Notes due 2026


 


This Note is one of a duly authorized issue of
Notes of the Issuer, designated as its 5.50% Senior Notes due 2026 (herein called the “Notes”), issued under and pursuant
to an Indenture dated as of May 25, 2021 (herein called the “Indenture”), among the Issuer, the Guarantors and GLAS
Trust Company LLC, as trustee (herein called the “Trustee”), to which Indenture and any indentures supplemental thereto
reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Issuer, the Guarantors and the Holders of the Notes. Defined terms used but not otherwise defined in this Note shall have
the respective meanings ascribed thereto in the Indenture.


 


The Holders are entitled to registration rights
as set forth in the Registration Rights Agreement. The Holders shall be entitled to receive additional interest in certain circumstances,
all as set forth in the Indenture and the Registration Rights Agreement.


 


If an Event of Default (other than an Event of
Default specified in Section 6.01(e), 6.01(f) or 6.01(g) with respect to the Issuer) occurs and is continuing, the
principal of, premium, if any, and accrued and unpaid interest on all Notes may be declared to be due and payable by either the Trustee
or the Holders of at least twenty five percent (25%) in aggregate principal amount of the Notes then outstanding, and, upon said declaration
the same shall be immediately due and payable. If an Event of Default specified in Section 6.01(e), 6.01(f) or 6.01(g)
of the Indenture occurs with respect to the Issuer, the principal of and premium, if any, and interest accrued and unpaid on all the Notes
shall be immediately and automatically due and payable without necessity of further action.


 


The Indenture contains provisions permitting the
Issuer and the Trustee, with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the
time outstanding, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions
of the Indenture or of any supplemental indenture or modifying in any manner the rights of the Holders of the Notes, subject to exceptions
set forth in Section 9.02 of the Indenture. Subject to the provisions of the Indenture, the Holders of not less than a majority
in aggregate principal amount of the Notes at the time outstanding may, on behalf of the Holders of all of the Notes, waive any past Default
or Event of Default, subject to exceptions set forth in the Indenture.


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall impair, as among the Issuer and the Holder of the Notes, the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, on and interest on this Note at the place, at the respective times,
at the rate and in the coin or currency herein and in the Indenture prescribed.


 


Interest on the Notes shall be computed on the
basis of a 360-day year of twelve (12) 30-day months.


 






    A-5 


     


    

 


The Notes are issuable in fully registered form,
without coupons, in denominations of $2,000 principal amount and any multiple of $1,000. At the office or agency of the Issuer referred
to on the face hereof, and in the manner and subject to the limitations provided in the Indenture, without payment of any service charge
but with payment of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with
any registration or exchange of Notes, Notes may be exchanged for a like aggregate principal amount of Notes of any other authorized denominations.


 


The Issuer shall have the right to redeem the Notes
under certain circumstances as set forth in Sections 3.01, 3.02 and 3.03 of the Indenture.


 


The Notes are not subject to redemption through
the operation of any sinking fund.


 


Except as expressly provided in Article 15
of the Indenture, no recourse for the payment of the principal of or any premium or interest on this Note, or for any claim based hereon
or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Issuer in the Indenture or
any supplemental indenture or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any
incorporator, stockholder, limited partner, member, manager, employee, agent, officer, director or subsidiary, as such, past, present
or future, of the General Partner, the Issuer or any of the Issuer’s Subsidiaries or of any successor thereto, either directly or
through the General Partner, the Issuer or any of the Issuer’s subsidiaries or of any successor thereto, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that
all such liability is hereby expressly waived and released as a condition of, and as consideration for, the execution of the Indenture
and the issue of this Note.


 


In addition to the rights provided to Holders of
Notes under the Indenture, Holders shall have all the rights set forth in the Registration Rights Agreement.


 






    A-6 


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


	(I) or (we) assign and transfer this Note to:	 
	 	(Insert assignee’s legal name)






 


 





 



(Insert assignee’s soc. sec. or tax I.D.
no.)


 





 






 





 






 





 



 





 



(Print or type assignee’s name, address and
zip code)


 


and irrevocably appoint                                                                                                                             


to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.


 


	Date: 	 	 



 


	 	Your Signature:   	 
	 	 	(Sign exactly as your name appears on the face of this Note)



 


Signature Guarantee*: ____________


_____________________


 


* Participant in a recognized Signature Guarantee Medallion Program
(or other signature guarantor acceptable to the Trustee).


 






    A-7 


     


    

 


SCHEDULE OF EXCHANGES OF INTERESTS IN THE
GLOBAL NOTE *


 


The following exchanges of a part of this Global
Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note
for an interest in this Global Note, have been made:


 


	Date of exchange	 	Amount of decrease in

 Principal Amount at

 maturity of this Global

 Note	 	 	Amount of increase in

 Principal Amount at

 maturity of this Global

 Note	 	 	Principal amount at

 maturity of this Global

 Note following such

 decrease (or increase)	 	 	Signature of authorized
 officer of Trustee or

 Custodian	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


* This schedule should be included only if the Note is issued in global
form.


 






    A-8 


     


    

 


EXHIBIT B


 


FORM OF CERTIFICATE OF TRANSFER


 


IIP Operating Partnership, LP


11440 West Bernardo Court, Suite 100


San Diego, CA 92127


Attention: General Counsel


 


GLAS Trust Company LLC


3 Second Street, Suite 206


Jersey City, New Jersey 07311


Telephone No.: 201.839.2191


Attention: Transaction Manager for Innovative
Industrial Properties, Inc.


 


Re:   5.50% Senior Notes due 2026


 


Reference is hereby made to the Indenture, dated
as of May 25, 2021 (the “Indenture”), among IIP Operating Partnership, LP, as issuer (the “Issuer”),
the guarantors party thereto and GLAS Trust Company LLC, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


________________, (the “Transferor”)
owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $____________
in such Note[s] or interests (the “Transfer”), to ________________________ (the “Transferee”), as
further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:


 


[CHECK ALL THAT APPLY]


 


1.
❑ Check if Transferee will take delivery of a beneficial interest in the Rule 144A Global Note or a Restricted Definitive
Note pursuant to Rule 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest
or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of
the United States and other jurisdictions. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the Rule 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.


 






    B-1 


     


    

 


2.
❑ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a
Restricted Definitive Note pursuant to Regulation S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is
not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is
being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or
benefit of a U.S. Person (other than an Initial Purchaser) and the interest transferred will be held immediately thereafter through
Euroclear or Clearstream. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend
printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.


 


3.
❑ Check and complete if Transferee will take delivery of a Restricted Definitive Note pursuant to any provision of
the Securities Act other than Rule 144A or Regulation S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further
certifies that (check one):


 


(a)
❑   such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;


 


or


 


(b)
❑   such Transfer is being effected to the Issuer or a Subsidiary thereof;


 


or


 


(c)
❑   such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act;


 


or


 


(d)
❑   such Transfer is being effected to pursuant to an exemption from the registration requirements of
the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not
engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the
transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the
requirements of the exemption claimed, which certification is supported by an Opinion of Counsel provided by the Transferor or the
Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance
with the Securities Act. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend
printed on the Restricted Definitive Notes and in the Indenture and the Securities Act.


 






    B-2 


     


    

 


4.
❑ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted
Definitive Note.


 


(a)
❑   Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance
with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable
blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes
and in the Indenture.


 


(b)
❑   Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive
Notes and in the Indenture.


 


(c)
❑   Check if Transfer is Pursuant to Other Exemption or Registration. (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any State of the United States or pursuant to an effective registration statement under the Securities Act and in compliance
with the prospectus delivery requirements of the Securities Act and (ii) the restrictions on transfer contained in the Indenture and
the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be
subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.


 






    B-3 


     


    

 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Issuer.


 


	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:



  


	Dated: 	 	



 






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ANNEX A TO CERTIFICATE OF TRANSFER


 


1.                 
The Transferor owns and proposes to transfer the following:


[CHECK ONE OF (a) OR (b)]


 


(a)              
❑   a beneficial interest in:


 


(i)
❑   the Rule 144A Global Note (CUSIP_______), or


 


(ii) ❑   the
Regulation S Global Note (CUSIP_______), or


 


(b)              
❑   a Restricted Definitive Note.


 


After the Transfer, the Transferee will hold:


 


[CHECK ONE OF (a), (b) OR (c)]


 


(a)              
❑   a beneficial interest in the:


 


		(i)	❑   Rule 144A Global Note (CUSIP________),
or



 


		(ii)	❑   Regulation S Global Note (CUSIP________),
or



 


		(iii)	❑   Unrestricted Global Note (CUSIP_________);
or



 


(b)              
❑   a Restricted Definitive Note; or


 


(c)              
❑   an Unrestricted Definitive Note,


 


in accordance with
the terms of the Indenture.


 






    B-5 


     


    

 


EXHIBIT C


 


FORM OF CERTIFICATE OF EXCHANGE


 


IIP Operating Partnership, LP


11440 West Bernardo Court, Suite 100


San Diego, CA 92127


Attention: General Counsel


 


GLAS Trust Company LLC


3 Second Street, Suite 206


Jersey City, New Jersey 07311


Telephone No.: 201.839.2191


Attention: Transaction Manager for Innovative
Industrial Properties, Inc.


 


Re:5.50% Senior Notes due 2026


 


Reference is hereby made to the Indenture, dated
as of May 25, 2021 (the “Indenture”), among IIP Operating Partnership, LP, as issuer (the “Issuer”),
the guarantors party thereto and GLAS Trust Company LLC, as trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.


 


_________________________________, (the “Owner”)
owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ ____________in
such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:


 


1.                 
Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes
or Beneficial Interests in an Unrestricted Global Note 


 


(a)              
❑Check if Exchange is from beneficial interest in
a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount,
the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance
with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United
States and other jurisdictions.


 


(b)              ❑   Check
if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange
of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i)
the Definitive Note is being acquired for the Owner’s own account without transfer,


 






    C-1 


     


    

 


(ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any
state of the United States.


 


(c)               ❑   Check
if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s
Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws
of any state of the United States.


 


(d)              ❑   Check
if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and
(iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the
United States.


 


2.       Exchange
of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes 


 


(a)              
❑   Check if Exchange is from beneficial interest in
a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in
a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted
Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.


 


(b)               ❑   Check
if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the
Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ❑ Rule
144A Global Note, ❑ Regulation S Global Note, with an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account
without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky
securities laws of any state of the United States and other jurisdictions. Upon consummation of the proposed Exchange in accordance
with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.


 






    C-2 


     


    

 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Companies.


 





	 	 
	 	[Insert Name of Transferor]
	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title:


 





	Dated: 	 	


 






    C-3 


     


    

 


EXHIBIT D


 


FORM OF GUARANTEE


 


Each Guarantor listed below (hereinafter referred to as the “Guarantors”
which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantors, the Issuer (as defined
below) and GLAS Trust Company LLC, as trustee (the “Indenture”)), unconditionally and irrevocably guarantees, as primary
obligor and not merely as surety, jointly and severally with each other Guarantor and each other guarantor party to the Indenture, the
Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include: (i) the full and punctual payment
when due, whether at the Maturity Date, upon acceleration, upon repurchase or redemption, upon a Change of Control Triggering Event or
otherwise, of the principal of (including the Redemption Price upon redemption and payment of a Change of Control Offer on the Change
of Control Payment Date, in each case pursuant to Article 3 of the Indenture), premium, if any, and interest and Additional Interest,
if any, on the 5.50% Senior Notes due 2026 (the “Notes”) of IIP Operating Partnership, LP, a Delaware limited partnership
(the “Issuer”), and all other obligations of the Issuer to the Holders or the Trustee under the Indenture or under
the Notes (including fees, expenses or other (including, without limitation, interest accruing after the filing of any petition in bankruptcy,
or the commencement of any insolvency, reorganization or like proceeding, relating to the Issuer or any Guarantor whether or not a claim
for post-filing or post-petition interest is allowed in such proceeding)); and (ii) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at the Maturity Date, by acceleration, call for redemption or otherwise, subject, however,
in the case of clauses (i) and (ii) above, to the limitations set forth in Section 15.03 of the Indenture.


 


The obligations of each Guarantor to the Holders of the Notes and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is
hereby made to such Indenture for the precise terms of this Guarantee.


 


No past, present or future director, officer, employee, incorporator
or stockholder (direct or indirect) of any Guarantor (or any such successor entity), as such, shall have any liability for any obligations
of such Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation.


 


Each Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the
Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever.


 


This is a continuing Guarantee and shall remain in full force and
effect and shall be binding upon each Guarantor and its successors and assigns until full and final payment of all of the
Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall
inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or
assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall
automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a
Guarantee of payment and performance and not of collectability.


 






    D-1 


     


    

 


This Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Note upon which this Guarantee is noted shall have been signed, in the name and on behalf of
the Trustee under the Indenture, manually or by facsimile or other electronic imaging means by one of the authorized officers of the Trustee
under the Indenture.


 


The obligations of each Guarantor under this Guarantee shall be limited
to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law.


 


THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN
BY REFERENCE.


 


Capitalized terms used herein have the same meanings given in the Indenture
unless otherwise indicated.


 






    D-2 


     


    

 


IN WITNESS WHEREOF, each Guarantor has caused this instrument to be
duly executed.


 


Dated: ____________, 2021


 


[GUARANTOR SIGNATURE BLOCK[S]]


 




 






    D-3