Form of Subordinated Debt Indenture of Healthcare Trust of America Holdings LP



 Exhibit 4.3 

Healthcare Trust of America Holdings, LP, as Issuer 

Healthcare Trust of America, Inc., as Guarantor 

U.S. Bank National Association, as Trustee 
  

 
 INDENTURE

 Dated as of 

            ,          

 
  

    % Subordinated Notes due
                     







 TABLE OF CONTENTS 

 

							
	 Section
	  	 	  	Page	 
	
	ARTICLE 1	  

	DEFINITIONS	  

			
	 Section 1.01.
	  	Definitions	  	 	1	 
	
	ARTICLE 2	  

	ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	  

			
	 Section 2.01.
	  	Designation Amount and Issue of Notes	  	 	9	 
			
	 Section 2.02.
	  	Form of Notes	  	 	9	 
			
	 Section 2.03.
	  	Date and Denomination of Notes; Payments of Interest	  	 	10	 
			
	 Section 2.04.
	  	Execution of Notes	  	 	11	 
			
	 Section 2.05.
	  	Note Registrar and Paying Agent	  	 	12	 
			
	 Section 2.06.
	  	Exchange and Registration of Transfer of Notes; Restrictions on Transfer	  	 	13	 
			
	 Section 2.07.
	  	Mutilated, Destroyed, Lost or Stolen Notes	  	 	17	 
			
	 Section 2.08.
	  	Temporary Notes	  	 	18	 
			
	 Section 2.09.
	  	Cancellation of Notes	  	 	19	 
			
	 Section 2.10.
	  	CUSIP Numbers	  	 	19	 
			
	 Section 2.11.
	  	Issuance of Additional Notes	  	 	19	 
	
	ARTICLE 3	  

	REDEMPTION OF NOTES	  

			
	 Section 3.01.
	  	Optional Redemption of Notes	  	 	20	 
			
	 Section 3.02.
	  	Notice of Optional Redemption; Selection of Notes	  	 	20	 
			
	 Section 3.03.
	  	Payment of Notes Called for Redemption by the Issuer	  	 	21	 
			
	 Section 3.04.
	  	Sinking Fund	  	 	22	 
	
	ARTICLE 4	  

	CERTAIN COVENANTS OF THE ISSUER	  

			
	 Section 4.01.
	  	Payment of Principal, Premium and Interest	  	 	22	 
			
	 Section 4.02.
	  	Maintenance of Office or Agency	  	 	22	 
			
	 Section 4.03.
	  	Appointments to Fill Vacancies in Trustee’s Office	  	 	23	 
			
	 Section 4.04.
	  	Provisions as to Paying Agent	  	 	23	 
			
	 Section 4.05.
	  	Existence	  	 	24	 
			
	 Section 4.06.
	  	Reports	  	 	24	 
			
	 Section 4.07.
	  	Stay, Extension and Usury Laws	  	 	25	 
			
	 Section 4.08.
	  	Compliance Certificate	  	 	25	 


  
 i 









 TABLE OF CONTENTS 

(continued) 
  


							
	 Section
	  	 	  	Page	 
			
	 Section 4.09.
	  	Limitations on Incurrence of Debt	  	 	26	 
			
	 Section 4.10.
	  	Insurance	  	 	27	 
			
	 Section 4.11.
	  	Additional Interest Notice	  	 	27	 
	
	ARTICLE 5	  

	NOTEHOLDERS’ LISTS AND REPORTS BY THE ISSUER AND THE TRUSTEE	  

			
	 Section 5.01.
	  	Noteholders’ Lists	  	 	27	 
			
	 Section 5.02.
	  	Preservation and Disclosure of Lists	  	 	28	 
			
	 Section 5.03.
	  	Reports by Trustee	  	 	28	 
	
	ARTICLE 6	  

	REMEDIES OF THE TRUSTEE AND NOTEHOLDERS ON AN EVENT OF DEFAULT	  

			
	 Section 6.01.
	  	Events of Default	  	 	28	 
			
	 Section 6.02.
	  	Payments of Notes on Default; Suit Therefor	  	 	31	 
			
	 Section 6.03.
	  	Application of Monies Collected by Trustee	  	 	32	 
			
	 Section 6.04.
	  	Proceedings by Noteholders	  	 	33	 
			
	 Section 6.05.
	  	Proceedings by Trustee	  	 	33	 
			
	 Section 6.06.
	  	Remedies Cumulative and Continuing	  	 	34	 
			
	 Section 6.07.
	  	Direction of Proceedings and Waiver of Defaults by Majority of Noteholders	  	 	34	 
			
	 Section 6.08.
	  	Notice of Defaults	  	 	35	 
			
	 Section 6.09.
	  	Undertaking to Pay Costs	  	 	35	 
	
	ARTICLE 7	  

	THE TRUSTEE	  

			
	 Section 7.01.
	  	Duties and Responsibilities of Trustee	  	 	35	 
			
	 Section 7.02.
	  	Reliance on Documents, Opinions, etc.	  	 	37	 
			
	 Section 7.03.
	  	No Responsibility for Recitals, etc.	  	 	38	 
			
	 Section 7.04.
	  	Trustee, Paying Agents or Registrar May Own Notes	  	 	38	 
			
	 Section 7.05.
	  	Monies to Be Held in Trust	  	 	38	 
			
	 Section 7.06.
	  	Compensation and Expenses of Trustee	  	 	39	 
			
	 Section 7.07.
	  	Officers’ Certificate as Evidence	  	 	39	 
			
	 Section 7.08.
	  	Conflicting Interests of Trustee	  	 	39	 
			
	 Section 7.09.
	  	Eligibility of Trustee	  	 	40	 


  
 ii 









 TABLE OF CONTENTS 

(continued) 
  


							
	 Section
	  	 	  	Page	 
			
	 Section 7.10.
	  	 Resignation or Removal of Trustee
	  	 	40	 
			
	 Section 7.11.
	  	 Acceptance by Successor Trustee
	  	 	41	 
			
	 Section 7.12.
	  	 Succession by Merger
	  	 	41	 
			
	 Section 7.13.
	  	 Preferential Collection of Claims
	  	 	42	 
	
	 ARTICLE 8

THE NOTEHOLDERS
	  

 

			
	 Section 8.01.
	  	 Action by Noteholders
	  	 	42	 
			
	 Section 8.02.
	  	 Proof of Execution by Noteholders
	  	 	42	 
			
	 Section 8.03.
	  	 Absolute Owners
	  	 	43	 
			
	 Section 8.04.
	  	 Issuer-owned Notes Disregarded
	  	 	43	 
			
	 Section 8.05.
	  	 Revocation of Consents; Future Holders Bound
	  	 	43	 
	
	 ARTICLE 9

SUPPLEMENTAL INDENTURES
	  

 

			
	 Section 9.01.
	  	 Supplemental Indentures Without Consent of Noteholders
	  	 	44	 
			
	 Section 9.02.
	  	 Supplemental Indenture With Consent of Noteholders
	  	 	45	 
			
	 Section 9.03.
	  	 Subordination Unimpaired
	  	 	46	 
			
	 Section 9.04.
	  	 Effect of Supplemental Indenture
	  	 	46	 
			
	 Section 9.05.
	  	 Notation on Notes
	  	 	46	 
			
	 Section 9.06.
	  	 Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee
	  	 	46	 
	
	 ARTICLE 10

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
	  

 

			
	 Section 10.01.
	  	 Issuer May Consolidate on Certain Terms
	  	 	47	 
			
	 Section 10.02.
	  	 Issuer Successor to Be Substituted
	  	 	47	 
			
	 Section 10.03.
	  	 Guarantor May Consolidate on Certain Terms
	  	 	47	 
			
	 Section 10.04.
	  	 Guarantor Successor to Be Substituted
	  	 	48	 
			
	 Section 10.05.
	  	 Assumption by Guarantor
	  	 	48	 
	
	 ARTICLE 11

SATISFACTION AND DISCHARGE OF INDENTURE
	  

 

			
	 Section 11.01.
	  	 Discharge of Indenture
	  	 	49	 
			
	 Section 11.02.
	  	 Deposited Monies to Be Held in Trust by Trustee
	  	 	49	 
			
	 Section 11.03.
	  	 Paying Agent to Repay Monies Held
	  	 	50	 


  
 iii 









 TABLE OF CONTENTS 

(continued) 
  


							
	 Section
	  	 	  	Page	 
			
	Section 11.04.	  	 Return of Unclaimed Monies
	  	 	50	 
			
	Section 11.05.	  	 Reinstatement
	  	 	50	 
	
	 ARTICLE 12

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	  

 

			
	Section 12.01.	  	 Option to Effect Legal Defeasance or Covenant Defeasance
	  	 	50	 
			
	Section 12.02.	  	 Legal Defeasance and Discharge
	  	 	50	 
			
	Section 12.03.	  	 Covenant Defeasance
	  	 	51	 
			
	Section 12.04.	  	 Conditions to Legal or Covenant Defeasance
	  	 	52	 
			
	Section 12.05.	  	 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
Provisions
	  	 	53	 
			
	Section 12.06.	  	 Repayment to Issuer
	  	 	53	 
			
	Section 12.07.	  	 Reinstatement
	  	 	54	 
	
	 ARTICLE 13

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	  

 

			
	Section 13.01.	  	 Indenture and Notes Solely Corporate Obligations
	  	 	54	 
	
	 ARTICLE 14

MEETINGS OF HOLDERS OF NOTES
	  

 

			
	Section 14.01.	  	 Purposes for Which Meetings May Be Called
	  	 	54	 
			
	Section 14.02.	  	 Call, Notice and Place of Meetings
	  	 	54	 
			
	Section 14.03.	  	 Persons Entitled to Vote at Meetings
	  	 	55	 
			
	Section 14.04.	  	 Quorum; Action
	  	 	55	 
			
	Section 14.05.	  	 Determination of Voting Rights; Conduct and Adjournment of Meetings
	  	 	56	 
			
	Section 14.06.	  	 Counting Votes and Recording Action of Meetings
	  	 	56	 
	
	 ARTICLE 15

SUBORDINATION OF NOTES
	  

 

			
	Section 15.01.	  	 Agreement of Subordination
	  	 	57	 
			
	Section 15.02.	  	 Payments to Noteholders
	  	 	57	 
			
	Section 15.03.	  	 Subrogation of Notes
	  	 	59	 
			
	Section 15.04.	  	 Authorization by Noteholders
	  	 	59	 
			
	Section 15.05.	  	 Notice to Trustee
	  	 	59	 
			
	Section 15.06.	  	 Trustee’s Relation to Senior Indebtedness
	  	 	60	 
			
	Section 15.07.	  	 No Impairment of Subordination
	  	 	61	 


  
 iv 









 TABLE OF CONTENTS 

(continued) 
  


							
	 Section
	  	 	  	Page	 
			
	Section 15.08.	  	 Rights of Trustee
	  	 	61	 
			
	Section 15.09.	  	 Article 15 Applicable to Paying Agents
	  	 	61	 
	
	 ARTICLE 16

GUARANTEE
	  

 

			
	Section 16.01.	  	 Guarantee
	  	 	61	 
			
	Section 16.02.	  	 Execution and Delivery of Guarantee
	  	 	62	 
			
	Section 16.03.	  	 Limitation of Guarantor’s Liability; Certain Bankruptcy Events
	  	 	63	 
	
	 ARTICLE 17

MISCELLANEOUS PROVISIONS
	  

 

			
	Section 17.01.	  	 Provisions Binding on Issuer’s and Guarantor’s Successors
	  	 	63	 
			
	Section 17.02.	  	 Official Acts by Successor Corporation
	  	 	63	 
			
	Section 17.03.	  	 Addresses for Notices, etc.
	  	 	63	 
			
	Section 17.04.	  	 Governing Law
	  	 	65	 
			
	Section 17.05.	  	 Evidence of Compliance with Conditions Precedent, Certificates to Trustee
	  	 	65	 
			
	Section 17.06.	  	 Legal Holidays
	  	 	65	 
			
	Section 17.07.	  	 Trust Indenture Act
	  	 	65	 
			
	Section 17.08.	  	 No Security Interest Created
	  	 	66	 
			
	Section 17.09.	  	 Benefits of Indenture
	  	 	66	 
			
	Section 17.10.	  	 Table of Contents, Headings, etc.
	  	 	66	 
			
	Section 17.11.	  	 Authenticating Agent
	  	 	66	 
			
	Section 17.12.	  	 Execution in Counterparts
	  	 	67	 
			
	Section 17.13.	  	 Severability
	  	 	67	 
			
	Section 17.14.	  	 USA PATRIOT Act
	  	 	67	 

  

					
	Exhibit A — Form of Note	  	 	A-1	 
		
	Exhibit B — Form of Guarantee	  	 	B-1	 


  
 v 








 CROSS REFERENCE TABLE* 

 

			
	 Trust Indenture Act Section
	  	
Indenture Section

	310(a)(1)	  	7.09
	(a)(2)	  	7.09
	(a)(3)	  	N.A.
	(a)(4)	  	N.A.
	(a)(5)	  	N.A.
	(b)	  	7.08, 7.10
	(c)	  	N.A.
	311(a)	  	7.13
	(b)	  	7.13
	(c)	  	N.A.
	312(a)	  	5.01
	(b)	  	5.02
	(c)	  	5.02
	313(a)	  	5.03
	(b)	  	5.03
	(c)	  	5.03
	(d)	  	5.03
	314(a)	  	4.06, 4.08
	(b)	  	N.A.
	(c)(1)	  	17.05
	(c)(2)	  	17.05
	(c)(3)	  	N.A.
	(d)	  	N.A.
	(e)	  	17.05
	(f)	  	N.A.
	315(a)	  	7.01
	(b)	  	6.08
	(c)	  	7.01
	(d)	  	7.01
	(e)	  	6.09
	316(a)(1)(A)	  	6.07
	(a)(1)(B)	  	6.07
	(a)(2)	  	N.A.
	(b)	  	N.A.
	(c)	  	N.A.
	317(a)(1)	  	6.02
	(a)(2)	  	6.02
	(b)	  	11.03
	318(a)	  	17.07

  
 N.A. means
not applicable. 
  

	*	 This Cross-Reference Table is not part of the Indenture. 



  
 vi 








 INDENTURE 

INDENTURE dated as of             ,
         among Healthcare Trust of America Holdings, LP, a Delaware limited partnership (hereinafter called the “Issuer”), Healthcare Trust of America, Inc., a Maryland corporation
(hereinafter called the “Guarantor” or, in its capacity as the sole general partner of the Issuer, the “General Partner”), each having its principal office at 16435 N. Scottsdale Road, Suite 320, Scottsdale, Arizona
85254, and U.S. Bank National Association, 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     % Subordinated Notes due
                     (hereinafter called the “Notes”) guaranteed by the Guarantor. 

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. 

“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” has the meaning specified in Section 6.01(g) hereof. 
 “Additional Interest Notice” has the
meaning specified in Section 4.11 hereof. 
 “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, with respect to any Redemption Date, the rate per year equal to the semi-annual equivalent
yield to maturity (computed on the third Business Day immediately preceding the Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date. 

  
 1 








 “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 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. 

“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 16.01 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. 
 “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. 

“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. 

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having an actual or
interpolated maturity comparable to the remaining term of the Notes to be redeemed 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 term of such Notes. 
 “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. 

  
 2 








 “Consolidated Income Available for Debt Service” means, for any period, Earnings
from Operations of Issuer and its 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 Issuer and its Subsidiaries,
(2) provision for taxes of Issuer and its Subsidiaries based on income, (3) provisions for gains and losses on properties and depreciation and amortization, (4) increases in deferred taxes and other non-cash items,
(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, and (7) amortization of deferred charges. 
 “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 17.03 hereof. 
 “Covenant Defeasance” has the meaning specified in Section 12.03
hereof. 
 “CUSIP” means the Committee on Uniform Securities Identification Procedures. 

“Custodian” means U.S. Bank National Association, as custodian with respect to the Notes in global form, or any successor
entity thereto. 
 “Debt” means any of Issuer’s or any of its Subsidiaries’ indebtedness, whether or not
contingent, 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 Issuer or any of its 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 the board of directors of such Person or,
in the case of Issuer or one of its Subsidiaries, by the Board of Directors) of the property subject to such mortgage, pledge, lien, charge, encumbrance or security interest, (3) the 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, except any such balance that constitutes an accrued expense or trade payable, or all
conditional sale obligations or obligations under any title retention agreement, or (4) any lease of property by Issuer or any of its Subsidiaries as lessee which is reflected on Issuer’s consolidated balance sheet as a capitalized lease
in accordance with generally accepted accounting principles; but only to the extent, in the case of items of indebtedness under (1) through (3) above, that any such items (other than letters of credit) would appear as a liability on
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 Issuer or any of its 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 Issuer or any of
its Subsidiaries are a party and have assigned its or their interest, provided that such assignee of Issuer or its Subsidiary is not in default of any amounts due and owing under such leases), Debt of another Person (other than Issuer or any of its
Subsidiaries) (it being understood that Debt shall be deemed to be incurred by Issuer or any of its Subsidiaries whenever Issuer or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof). 

  
 3 








 “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.

 “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. 
 For the purposes of this definition, “person” includes any syndicate or group that would be
deemed to be a “person” under Section 13(d)(3) of the Exchange Act. 
 “DTC” means The Depository
Trust Company. 
 “Earnings from Operations” means, for any period, net income or loss of Issuer and its 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) extraordinary and non-recurring items; 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 Issuer and its Subsidiaries for such period determined in accordance with generally accepted accounting principles. 

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

“Euroclear” means Euroclear Bank, S.A./N.V., 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. 
 “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. 

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

  
 4 








 “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 the Guarantor in respect of the Notes, as subject to
Article 15 hereof, and as made applicable to the Notes in accordance with the provisions of Section 16.01 hereof. 

“Guarantee Obligations” has the meaning specified in Section 16.01 hereof. 

“Guarantor” means the corporation named as the “Guarantor” in the first paragraph of this Indenture, and,
subject to the provisions of Article 10 hereof, shall include its 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 $         aggregate principal amount of Notes issued under this Indenture on the date hereof. 

“Intercompany Debt” means Debt to which the only parties are any of Issuer, Guarantor and any of their Subsidiaries;
provided, however, that with respect to any such Debt of which Issuer or Guarantor 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. 

“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. 
 “Maturity Date” means
            ,         . 

“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. 

  
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 “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 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. 

“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 the 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. 

“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 a corporation, an
association, a partnership, a limited liability company, an individual, a joint venture, a joint stock company, a trust, an unincorporated organization or a government or an agency or a 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 2.06 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. 

  
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 “Prospectus” means the Issuer’s and the Guarantor’s prospectus dated
            ,          relating to the Notes guaranteed by the Guarantor unconditionally, subject to Article 15 hereof. 

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

“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) a Primary Treasury Dealer selected by
             or its successors, (2)              or its successors and (3) any two other Primary Treasury Dealers
selected by the Issuer; provided, however, that if any of the Reference Treasury Dealers referred to in clause (1) or (2) above 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 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. 
 “Responsible Officer” shall
mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee 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. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as in
effect from time to time. 
 “Senior Indebtedness” means any of Issuer’s or any of its Subsidiaries’
indebtedness, whether or not contingent, 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 Issuer or any of its 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 the board
of directors of such Person or, in the case of Issuer or one of its Subsidiaries, by the Board of Directors) of the property subject to such mortgage, pledge, lien, charge, encumbrance or security interest, (3) the 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, except any such balance that constitutes an accrued expense
or trade payable, or all conditional sale obligations or obligations under any title retention agreement, or (4) any lease of property by Issuer or any of its Subsidiaries as lessee which is reflected on Issuer’s consolidated balance sheet
as a capitalized lease in accordance with generally accepted 

  
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accounting principles; but only to the extent, in the case of items of indebtedness under (1) through (3) above, that any such items (other than letters of credit) would appear as
a liability on Issuer’s consolidated balance sheet in accordance with generally accepted accounting principles, 
 unless, in the case
of any particular indebtedness outlined above, the instrument or lease creating or evidencing the same or the assumption or guarantee of the same expressly provides that such indebtedness is not superior in right of payment to the Notes or the
Guarantee, as the case may be. 
 “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). 

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

“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 U.S. Bank National Association, 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 Issuer’s
and its Subsidiaries’ real estate assets on such date, before depreciation and amortization determined on a consolidated basis in accordance with generally accepted accounting principles. 

  
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 “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 Issuer’s and its 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 and any of its 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. 

“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 “    % Subordinated Notes due                     .” Upon the execution of this Indenture,
and from time to time thereafter, Notes may be executed by the Issuer and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver 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, without any further
action by the Issuer hereunder. 
 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 $        , 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. 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 

  
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the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. 

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 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(b) 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(b) 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 minimum 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 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 in the City of St. Paul,
Minnesota, which shall initially be an office or agency of the Trustee. 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) 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
             or              preceding the applicable              or
             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              or              (herein called “Defaulted Interest”) shall forthwith
cease to be 

  
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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: 
 (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 mailed (or sent by electronic transmission), first-class postage prepaid, to each Holder at its 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 mailed (or sent by electronic transmission), 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 (b) 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. 

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 

  
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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 17.11 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 the 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 

  
 12 








 
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. 

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 or 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), however, beneficial
interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) 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. Transfers of beneficial interests in the Global Notes 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 Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in a 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 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(g) hereof (other than such transfers or exchanges contemplated by Section 2.06(b)(1) above). 

(c) Transfer or Exchange of Beneficial Interests for Definitive Notes. If any holder of a beneficial interest in a 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(g) 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) 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. 

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

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. A Holder of Definitive Notes may transfer such Notes to a Person
who takes delivery thereof in the form of a Definitive Note. 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. 
 (f) 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. 

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.” 

  
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 (g) 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. 

(h) 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 9.05 hereof). 

(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, register the transfer of or to exchange any Note during a period beginning at the opening
of business fifteen (15) days before the mailing (or electronic transmission) of a notice of redemption of the Notes selected for redemption and ending at the close of business on the day of such mailing or delivery; 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. 

  
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 (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 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 may rely and shall be fully protected in relying upon information furnished by the
Depositary with respect to its Participants. 
 The Trustee 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 delivery 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. 
 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 

  
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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 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. 

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 

  
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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. 

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) any amendments or modifications to the subordination provisions in Article 15 hereof. 

  
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 ARTICLE 3 

REDEMPTION 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 or from time to time prior to the
Maturity Date, in whole or in part. 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) discounted to the Redemption Date on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate plus              basis points (    % or
             of one percent), plus, in each case, accrued and unpaid interest thereon to 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, 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). Notwithstanding the foregoing, if the Notes are redeemed on or after              days prior to the Maturity Date,
the Redemption Price will be equal to 100% of the principal amount of the Notes being redeemed plus unpaid interest, if any, accrued thereon 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 mailed (or sent by electronic transmission), the Trustee in the name of and at the expense of the Issuer, shall mail (or send by
electronic transmission) or cause to be mailed (or sent by electronic transmission) a notice of such redemption not fewer than fifteen (15) calendar days nor more than sixty (60) calendar days prior to the Redemption Date 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 mailing shall be by first class mail (unless sent by electronic transmission). The notice, if mailed in the manner herein
provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail (or electronic transmission) 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. 

  
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 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 twenty (20) days if the Issuer requests that the Trustee
send the notice of redemption, and in each case, 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.

 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, 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, (c) after 5:00 p.m., New York City time, on the second Business
Day immediately preceding the Redemption Date (unless the Issuer shall default in the payment of the Redemption Price) and, except as provided in Section 7.05 and Section 11.02  

  
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hereof, such Notes will cease to be entitled to any benefit or security under this Indenture, and (d) the Holders of the Notes shall have no right in respect of such Notes except the right
to receive the Redemption Price thereof. 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. 

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 pursuant to Article 3 hereof), and premium, if any, and interest 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. 
 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 made. 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 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 mail (or send by electronic transmission), or cause to be mailed (or sent
by electronic transmission), the notices set forth in Section 7.10 and the third paragraph of Section 7.11 hereof. If co-registrars have 

  
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been appointed in accordance with this Section 4.02, the Trustee shall mail (or send by electronic transmission) 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; 

(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 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 

  
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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 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 Guarantor 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 Guarantor shall be required to preserve any such right if the Issuer or the Guarantor,
as applicable, shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer or the Guarantor, as applicable, and that the loss thereof is not disadvantageous in any material respect to the
Noteholders. 
 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. 

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, if
permitted by the Commission, the Issuer may satisfy its obligation to furnish the reports described above by furnishing such reports filed by the Guarantor. 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. 

  
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 If 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 Guarantor. 

(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 and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act. 
 (c) Delivery of the information, documents and reports described in subsection (a) above to the Trustee is for
informational purposes only, and the Trustee’s receipt of the foregoing 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 conclusively rely on Officers’ Certificates). 

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 Guarantor shall deliver to the Trustee a certificate signed by any of the principal executive officer, principal financial officer or principal accounting
officer of the Issuer and the Guarantor, 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. 

  
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 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 Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt, other
than Intercompany Debt and guarantees of Debt incurred by the Issuer or its Subsidiaries in compliance with this Indenture, if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof, the aggregate
principal amount of all of the Issuer’s and its Subsidiaries’ outstanding Debt on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 60% of the sum of (without duplication)
(1) Total Assets as of the end of the Issuer’s most recently completed fiscal quarter prior to the incurrence of such additional Debt and (2) the purchase price of any real estate assets or mortgages receivable acquired, and the
amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Debt), by Issuer or any of its Subsidiaries since the end of such calendar
quarter, including those proceeds obtained in connection with the incurrence of such additional Debt. 
 (b) Limitation on Secured
Debt. The Issuer will not, and will not permit any of its Subsidiaries to, incur any Debt, other than Intercompany Debt and guarantees of Debt incurred by Issuer or its Subsidiaries in compliance with this Indenture, secured by any mortgage,
lien, charge, pledge, encumbrance or security interest of any kind upon any of Issuer’s or any of its Subsidiaries’ property if, immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof,
the aggregate principal amount of all of Issuer’s and its Subsidiaries’ outstanding Debt on a consolidated basis which is secured by any mortgage, lien, charge, pledge, encumbrance or security interest on Issuer’s or its
Subsidiaries’ property is greater than 40% of the sum of (without duplication) (1) Total Assets as of the end of the Issuer’s most recently completed fiscal quarter prior to the incurrence of such additional Debt and (2) the
purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce
Debt), by Issuer or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Debt; provided, that for purposes of this limitation, the amount of
obligations under capital leases shown as a liability on 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 Issuer will not, and will not permit
any of its Subsidiaries to, incur any Debt, other than Intercompany Debt and guarantees of Debt by Issuer or its Subsidiaries in compliance with this Indenture, if the ratio of Consolidated Income Available for Debt Service to the Annual Debt
Service Charge for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1.0, on an unaudited pro forma basis after giving effect thereto and to
the application of the proceeds therefrom, and calculated on the assumption that: (1) such Debt and any other Debt incurred by Issuer and its 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 Issuer and its 

  
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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 Issuer or its Subsidiaries of any asset or group of assets or other placement of any assets in service or removal of any assets from service by Issuer or any of its 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 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 or removal from service, being included in such unaudited pro forma calculation. 

(d) Maintenance of Unencumbered Total Asset Value. The Issuer, together with its 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 Issuer’s and its Subsidiaries’ unsecured Debt, taken as a whole. 

Section 4.10. Insurance. The Issuer will, and will cause of each of its Subsidiaries to, maintain insurance with financially sound
and reputable insurance companies 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, 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. 
 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             and             of each year
beginning with             ,         , 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 

  
 27 








 
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. 

Section 5.03. Reports by Trustee. 

(a) On or before              of each year beginning with
            ,         , the Trustee shall transmit to Holders of Notes such reports dated as of
             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. 

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 occasioned by the provisions of Article 15 or 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; or 

(b) default in the payment of the principal amount or Redemption Price due with respect to the Notes, when the same becomes due and payable;
provided, however, that a valid 

  
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extension of the Maturity Date in accordance with the terms hereof shall not constitute a default in the payment of principal; or 

(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; or 
 (d) failure to pay any indebtedness for monies borrowed by the Issuer, the
Guarantor or any Significant Subsidiary of the Issuer in an outstanding principal amount in excess of $35,000,000 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); or 
 (e) the Issuer, the Guarantor 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 Guarantor 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
Guarantor or a Significant Subsidiary of the Issuer or any substantial part of the property of the Issuer, the Guarantor 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 Guarantor 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; or 
 (f) an involuntary case or other proceeding shall be commenced against the Issuer, the
Guarantor or any Significant Subsidiary of the Issuer seeking liquidation, reorganization or other relief with respect to the Issuer, the Guarantor 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 Guarantor or a Significant Subsidiary of the Issuer or any substantial part of the property
of the Issuer, the Guarantor 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: 

  
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 (i) is for relief against the Issuer, the Guarantor 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 Guarantor or a Significant Subsidiary of the Issuer or any substantial part of the property of the Issuer, the Guarantor or a Significant Subsidiary of the Issuer; or 

(iii) orders the liquidation of the Issuer, the Guarantor 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 Guarantor (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. 
 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 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. 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 Guarantor’s breach of Section 4.06 hereof shall be the accrual of additional interest on the Notes at a rate of 0.25% per annum, payable semiannually (the “Additional
Interest”). In no event shall Additional Interest accrue at a per annum rate in excess of 0.50% per annum 

  
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pursuant to this Indenture, 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. 

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, with interest upon the overdue principal and premium, if any, and (to the extent that payment of such interest is enforceable under applicable law) upon the overdue
installments of accrued and unpaid interest at the rate borne by the Notes, plus 1%, from the required payment date 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 hereof, 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 

  
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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. 
 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, and subject to Article 15 hereof, 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, with interest (to the extent that such interest has been collected by the Trustee) as provided in
Section 6.02 hereof upon the overdue installments of interest at the annual rate of 1% above then applicable interest rate, 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 

  
 32 








 
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. 
 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 the Notes,
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 reasonable security or indemnity as it
may require against the costs, liabilities or expenses to be incurred therein or thereby, (c) the Trustee for ninety (90) calendar days after its receipt of such notice, request and offer of indemnity, shall have neglected or 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 pursuant to Article 3 hereof) and premium, if any, and accrued interest 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. 

Section 6.05. Proceedings by Trustee. In case of an Event of Default, the Trustee may, in its 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 

  
 33 








 
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 direction shall not be in conflict with any rule of law or with this Indenture, (b) the Trustee may take any other action which is not inconsistent with such direction, (c) 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 (d) the Trustee may decline to take any action that would involve
the Trustee in personal liability. 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 pursuant to Article 3 hereof),
premium, if any, or interest on the Notes, unless such default has been cured and the Issuer or the 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 

  
 34 








 
extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 

Section 6.08. Notice of Defaults. The Trustee shall, 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 pursuant to Article
3 hereof), or interest on any of the Notes, the Trustee shall be protected in withholding such notice if and so long as a trust committee of directors and/or Responsible Officers 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 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 the 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 pursuant to Article 3 hereof), or interest on any Note on or after the due date expressed in such Note. 

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 negligent action, its own
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: 

  
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 (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. In
addition, the Trustee shall have no duty to inquire as to the performance of the Issuer’s covenants in Article 4 hereof. 
 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 

  
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that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 

Except as explicitly specified otherwise herein, Issuer will be responsible for making all calculations required under this Indenture and the
Notes. 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. Issuer will provide a schedule of its calculations to the Trustee, and the Trustee is
entitled to rely upon the accuracy of Issuer’s calculations without independent verification. The Trustee will forward Issuer’s calculations to any Holder of the Notes upon request. 

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; 
 (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 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 it 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 the Trustee in its sole discretion against the costs,
expenses and liabilities which may be incurred therein or thereby; 
 (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; 

  
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 (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; and 
 (j) any permissive right or authority granted to the Trustee shall not
be construed as a mandatory duty. 
 In no event shall the Trustee be liable for any special, indirect, punitive or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

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; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; interruptions, loss or
malfunctions of utilities, computer (hardware or software) or communications service, accidents; labor disputes; acts of civil or military authority or governmental actions (it being understood that the Trustee shall use commercially reasonable
efforts to resume performance as soon as practicable under the circumstances). 
 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 

  
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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, 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, disbursements and advances reasonably incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the reasonable compensation and the reasonable 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 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
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, disbursements and advances 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. 
 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, bad faith, recklessness 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. 

  
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 Section 7.09. Eligibility of Trustee. There shall at all times be a Trustee hereunder
which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000 (or if such Person is a member of a bank holding company system, its bank holding company
shall have a combined capital and surplus of at least $50,000,000). 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 sixty (60) 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


  
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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 sixty (60) 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. 
 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 

  
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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. 
 Section 7.13.
Preferential Collection of Claims. If and when the Trustee shall be or become a creditor of the Issuer (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection
of the claims against the Issuer (or any such other obligor). 
 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. 

  
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 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 pursuant to Article 3 hereof),
premium, if any, and interest 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 therefor. 

  
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 ARTICLE 9 

SUPPLEMENTAL INDENTURES 

Section 9.01. Supplemental Indentures Without Consent of Noteholders. The Issuer, the Guarantor 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 the Guarantor as guarantor under this Indenture; 

(b) to add to the covenants of the Issuer or the Guarantor for the benefit of the Holders of the Notes or to surrender any right or power
conferred upon the Issuer or the 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 Notes if any consolidation, merger or sale of all or substantially all of
property or assets of the Issuer and the Guarantor 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
Prospectus to the extent that such provision in the Prospectus 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 General Partner authorizing the execution of any
supplemental indenture, the Trustee is hereby authorized to join with the Issuer and the Guarantor 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 

  
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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
Guarantor 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. 

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 Guarantor 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 in
respect of the due and punctual payments of principal and interest; 
 (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; or 
 (e) change the terms of the subordination of the Notes in a manner
adverse in any material respect to the Holders of the Notes. 
 Upon the written request of the Issuer, accompanied by a copy of the
resolutions of the General Partner 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 Guarantor 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. 

  
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 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. Subordination Unimpaired. This Indenture shall not be amended at any time to alter the subordination, as provided
herein, of any of the Notes then outstanding without the written consent of the requisite holders of each series of debt securities representing Senior Indebtedness (as determined in accordance with terms of the instrument governing such Senior
Indebtedness) then outstanding that would be adversely affected thereby. 
 Section 9.04. 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 9.04 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. 

Section 9.05. 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 17.11 hereof) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding. 

Section 9.06. 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 is the valid, binding and
enforceable obligation of the Issuer, complies with the requirements of this Article 9 and is otherwise authorized or permitted by this Indenture. 

  
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 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, to any other Person (whether or not affiliated with the Issuer);
provided, however, that the following conditions are met: 
 (a) the Issuer shall be the continuing entity, or the successor
entity (if other than the Issuer) 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 
 (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 and the Notes. 

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. Guarantor May Consolidate on
Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of the Guarantor with or into any other Person or Persons (whether or not affiliated with the Guarantor), or successive


  
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consolidations or mergers in which either the Guarantor will be the continuing entity or the Guarantor 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 Guarantor, to any other Person (whether or not affiliated with the Guarantor); provided, however, that the following conditions are met: 

(a) the Guarantor shall be the continuing entity, or the successor entity (if other than the Guarantor) 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 Guarantor 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 Guarantor or the successor Person, in either case, shall have
delivered to the Trustee an Officers’ Certificate of the Guarantor 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. 
 No such consolidation,
merger, sale, conveyance, transfer or lease shall be permitted by this Section 10.03 unless prior thereto the Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the
Guarantor’s obligations hereunder shall remain in full force and effect thereafter. 
 Section 10.04. Guarantor 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 Guarantor to any Person in accordance with this Section 10.04, the successor
Person formed by such consolidation or into which the Guarantor 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 Guarantor under this
Indenture with the same effect as if such successor Person had been named as the Guarantor 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 and the Guarantee. 
 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 Guarantor. Without the consent of any Holders of the Notes, the Guarantor, 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
Guarantor 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 Guarantor or such Subsidiary had been named as the Issuer herein and


  
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the Issuer shall be released from all obligations and covenants with respect to the Notes. No such assumption shall be permitted unless the Guarantor 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 Guarantor 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. 

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; provided,
however, that there shall not exist, on the date of such deposit, a Default or Event of Default; provided, further, that such deposit shall not result in a breach or violation of, or constitute a Default under, this Indenture or
any other agreement or instrument to which the Issuer is a party or to which the Issuer is bound; (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, 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 

  
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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 pursuant to Article 3 hereof) and interest on the Notes. 

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 the Guarantor will, subject to the satisfaction of the conditions set forth in Section 12.04 hereof, be deemed to 

  
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have been discharged from their obligations with respect to all outstanding Notes and Guarantee on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantor will be deemed to have paid and discharged the entire Debt represented by the outstanding Notes and Guarantee, 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 (1) and (2) below, and to have satisfied all their other obligations under such Notes,
the Guarantee and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute instruments reasonably requested by the Issuer acknowledging the same), except for the following provisions which will survive until
otherwise terminated or discharged hereunder: 
 (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 Guarantor’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 the 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
Guarantee, the Issuer and the 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 Guarantee 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. 

  
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 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; 
 (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 the Guarantor is a party or by which the Issuer or the 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 

  
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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. 
 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 

  
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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
the 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. 
 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 16 hereof, no recourse for the payment of the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof) or, premium, if any, or interest 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 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, 

  
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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 17.03
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 Guarantor 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 (or sent by electronic transmission) 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 Guarantor, 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. 

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 Guarantor 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  

  
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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. 

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 Guarantor 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 

  
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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 Guarantor, 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. 

ARTICLE 15 
 SUBORDINATION OF NOTES

 Section 15.01. Agreement of Subordination. The Issuer covenants and agrees, and each Holder of Notes issued hereunder by his
or her acceptance thereof likewise covenants and agrees, that all Notes shall be issued subject to the provisions of this Article 15; and each Noteholder, whether upon original issue or upon transfer or assignment thereof, accepts and agrees
to be bound by such provisions. 
 The payment of the principal of, premium, if any, and interest on all Notes issued hereunder shall, to
the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment to the prior payment in full of all Senior Indebtedness, whether outstanding at the date of this Indenture or thereafter incurred. 

The provisions of this Article 15 define the subordination of the Notes, as obligations of the Issuer, with respect to Senior
Indebtedness of the Issuer, as defined for the Issuer. All such provisions shall also be deemed to apply in the same way (mutatis mutandis) to the Guarantor, with appropriate corresponding references to the Senior Indebtedness of the Guarantor. 

No provision of this Article 15 shall prevent the occurrence of any default or Event of Default hereunder. 

Section 15.02. Payments to Noteholders. In the event and during the continuation of any default in the payment of principal,
premium, interest or any other payment due on any Senior Indebtedness of the Issuer continuing beyond the period of grace, if any, specified in the instrument or lease evidencing such Senior Indebtedness of the Issuer, then, unless and until such
default shall have been cured or waived or shall have ceased to exist, no payment shall be made by the Issuer with respect to the principal of, or premium, if any, or interest on the Notes. 

Upon any payment by the Issuer, or distribution of assets of the Issuer of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization of the Issuer, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, all amounts due or to become due upon all Senior
Indebtedness of the Issuer shall first be paid in full, or payment thereof provided for in money in accordance with its terms, before any payment is made on account of the principal (and premium, if any) or interest on the Notes (except payments
made pursuant to Article 11 hereof from monies deposited with the Trustee pursuant thereto prior to the happening of such dissolution, winding-up, liquidation or reorganization); and upon any such dissolution or


  
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winding-up or liquidation or reorganization any payment by the Issuer, or distribution of assets of the Issuer of and kind or character, whether in cash, property or securities, to which the
holders of the Notes or the Trustee would be entitled, except for the provisions of this Article 15, shall (except as aforesaid) be paid by the Issuer or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other Person
making such payment or distribution, or by the Holders of the Notes or by the Trustee under this Indenture if received by them or it, directly to the holders of Senior Indebtedness of the Issuer (pro rata to such holders on the basis of the
respective amounts of Senior Indebtedness of the Issuer held by such holders, as calculated by the Issuer) or their representative or representatives, or to the trustee or trustees under any indenture pursuant to which any instruments evidencing any
Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, to the extent necessary to pay all Senior Indebtedness of the Issuer in full, in money or money’s worth, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Indebtedness of the Issuer, before any payment or distribution is made to the Holders of the Notes or to the Trustee. 

In the event that, notwithstanding the foregoing, any payment or distribution of assets of the Issuer of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received by the Trustee or the Holders of the Notes before all Senior Indebtedness of the Issuer is paid in full, or provision is made for such payment in money in accordance with
its terms, such payment or distribution shall be held in trust for the benefit of and shall be paid over or delivered to the holders of Senior Indebtedness of the Issuer or their representative or representatives, or to the trustee or trustees under
any indenture pursuant to which any instruments evidencing any Senior Indebtedness of the Issuer may have been issued, as their respective interests may appear, as calculated by the Issuer, for application to the payment of all Senior Indebtedness
of the Issuer remaining unpaid to the extent necessary to pay all Senior Indebtedness of the Issuer in full in money in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of such Senior
Indebtedness. 
 For purposes of this Article 15, the words, “cash, property or securities” shall not be deemed to include
partnership interests of the Issuer as reorganized or readjusted, or securities of the Issuer or any other corporation provided for by a plan of reorganization or readjustment, the payment of which is subordinated at least to the extent provided in
this Article 15 with respect to the Notes to the payment of all Senior Indebtedness of the Issuer which may at the time be outstanding; provided that (i) the Senior Indebtedness of the Issuer is assumed by the new corporation, if any,
resulting from any such reorganization or readjustment, and (ii) the rights of the holders of the Senior Indebtedness of the Issuer (other than leases) and of leases which are assumed are not, without the consent of such holders, altered by
such reorganization or readjustment. The consolidation of the Issuer with, or the merger of the Issuer into, another corporation or the liquidation or dissolution of the Issuer following the conveyance or transfer of its property as an entirety, or
substantially as an entirety, to another corporation upon the terms and conditions provided for in Article 10 hereof shall not be deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 15.02
if such other corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article 10 hereof. Nothing in this Section 15.02 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 7.06. 

  
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 Section 15.03. Subrogation of Notes. Subject to the payment in full of all Senior
Indebtedness of the Issuer, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of Senior Indebtedness of the Issuer to receive payments or distributions of cash, property or securities of the Issuer applicable to
the Senior Indebtedness of the Issuer until the principal of (and premium, if any) and interest on the Notes shall be paid in full; and, for the purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of
the Issuer of any cash, property or securities to which the Holders of the Notes or the Trustee would be entitled except for the provisions of this Article 15 no payment over pursuant to the provisions of this Article 15, to or for the
benefit of the holders of Senior Indebtedness of the Issuer by Holders of the Notes or the Trustee, shall, as between the Issuer, its creditors other than holders of Senior Indebtedness of the Issuer, and the Holders of the Notes, be deemed to be a
payment by the Issuer to or on account of the Senior Indebtedness of the Issuer. It is understood that the provisions of this Article 15 are and are intended solely for the purpose of defining the relative rights of the Holders of the Notes,
on the one hand, and the holders of the Senior Indebtedness of the Issuer, on the other hand. 
 Nothing contained in this Article 15
or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Issuer, its creditors other than the holders of its Senior Indebtedness, and the Holders of the Notes, the obligation of the Issuer, which is absolute and
unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative
rights of the Holders of the Notes and creditors of the Issuer other than the holders of its Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Note from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any, under this Article 15 of the holders of Senior Indebtedness of the Issuer in respect of cash, property or securities of the Issuer received upon the exercise of
any such remedy. 
 Upon any payment or distribution of assets of the Issuer referred to in this Article 15, the Trustee, and the
Holders of the Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidating trustee, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of the Notes, for the purpose of ascertaining the Persons entitled to participate in such distribution,
the holders of the Senior Indebtedness and other indebtedness of the Issuer, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 15. 

Section 15.04. Authorization by Noteholders. Each Holder of a Note by his or her acceptance thereof authorizes and directs the
Trustee in his or her behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article 15 appoints the Trustee his or her attorney-in-fact for any and all such purposes. 

Section 15.05. Notice to Trustee. The Issuer shall give promptly written notice to a Responsible Officer of the Trustee of any
fact known to the Issuer which would prohibit the making of any payment of monies to or by the Trustee in respect of the Notes pursuant to the provisions of this Article 15. Notwithstanding the provisions of this Article 15 or any
other 

  
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provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment of monies to or by the Trustee in respect
of the Notes pursuant to the provisions of this Article 15, unless and until a Responsible Officer of the Trustee shall have received written notice thereof at the Corporate Trust Office of the Trustee from the Issuer or a holder or holders
of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, shall be entitled in all respects to assume that no such facts exist; provided that if on a date not fewer than three Business Days
prior to the date upon which by the terms hereof any such monies may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Note) the Trustee shall not have received,
with respect to such monies, the notice provided for in this Section 15.05, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to
the purpose for which they were received, and shall not be affected by any notice to the contrary which may be received by it on or after such prior date. 

Notwithstanding the foregoing, nothing shall prevent any payment by the Issuer or the Trustee to the Noteholders of monies in connection with
a redemption of Notes if (i) notice of such redemption has been given pursuant to Article 3 or Section 11.01 hereof prior to the receipt by the Trustee of written notice as aforesaid, and (ii) such notice of redemption
is given not earlier than sixty (60) days before the redemption date. 
 The Trustee conclusively shall be entitled to rely on the
delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the Issuer (or a trustee on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness of the
Issuer or a trustee on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the Issuer to
participate in any payment or distribution pursuant to this Article 15, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Issuer held by such
Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article 15, and if such evidence is not furnished the Trustee may defer
any payment to such Person pending judicial determination as to the right of such Person to receive such payment. 
 Section 15.06.
Trustee’s Relation to Senior Indebtedness. The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article 15 in respect of any Senior Indebtedness of the Issuer at any time held by it, to the
same extent as any other holder of Senior Indebtedness of the Issuer and nothing elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. 

With respect to the holders of Senior Indebtedness of the Issuer, the Trustee undertakes to perform or to observe only such of its covenants
and obligations as are specifically set forth in this Article 15, and no implied covenants or obligations with respect to the holders of Senior Indebtedness of the Issuer shall be read into this Indenture against the Trustee. The Trustee
shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness of the Issuer and the Trustee shall not be liable to any holder of Senior Indebtedness of the Issuer if it shall pay over or deliver to Holders of Notes, the Issuer
or any other Person money or assets to which any 

  
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holder of Senior Indebtedness of the Issuer shall be entitled by virtue of this Article 15 or otherwise. 

Section 15.07. No Impairment of Subordination. No right of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Issuer or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Issuer
with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof which any such holder may have or otherwise be charge with. 

Section 15.08. Rights of Trustee. Nothing in this Article 15 shall apply to claims of or payments to, the Trustee pursuant
to Section 7.06 or Section 11.02. 
 Section 15.09. Article 15 Applicable to Paying Agents. The term
“Trustee” as used in this Article 15, shall (unless the context otherwise requires) be construed as extending to and including the Paying Agent within its meaning as fully for all intents and purposes as if the Paying Agent were
named in this Article 15 in addition to in place of the Trustee; provided, however, that Section 15.06 and Section 15.08 shall not apply to the Issuer or any Affiliate of the Issuer if it or such Affiliate acts as
Paying Agent. 
 ARTICLE 16 

GUARANTEE 
 Section 16.01.
Guarantee. By its execution hereof, the Guarantor acknowledges and agrees that it receives substantial benefits from the Issuer and that the Guarantor is providing its Guarantee for good and valuable consideration, including, without
limitation, such substantial benefits. Accordingly, subject to the provisions of Article 15 hereof and this Article 16, the Guarantor hereby unconditionally guarantees, on a subordinated basis, to each Holder of a Note authenticated
and delivered by the Trustee and its successors and assigns that: (i) the principal of (including the Redemption Price upon redemption pursuant to Article 3 hereof), premium, if any, and interest and Additional Interest, if any, on the
Notes shall be duly and punctually paid in full when due, whether at the Maturity Date, upon acceleration, upon redemption or otherwise, and interest on overdue principal, premium, if any, Additional Interest, if any, and (to the extent permitted by
law) interest on any 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) shall be promptly paid in full or performed, all in accordance
with the terms hereof; 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 16.03 hereof (collectively, the
“Guarantee Obligations”). 
 Except as subject to the provisions of Article 15 hereof and this Article 16, the
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 the Guarantor. The


  
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Guarantee Obligations will be junior and subordinated in right of payment to the Senior Indebtedness of the Guarantor in the same manner and to the same extent as the Notes are subordinated to
the Senior Indebtedness of the Issuer. 
 The 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 the 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 the Guarantor, the Issuer, any Benefited Party, any creditor of the 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
the 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. The 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. 

If any Holder or the Trustee is required by any court or otherwise to return to either the Issuer or the Guarantor, or any trustee or similar
official acting in relation to either the Issuer or the Guarantor, any amount paid by the Issuer or the Guarantor to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. The
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. The 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 the Guarantor for the purpose of the Guarantee. 

Section 16.02. Execution and Delivery of Guarantee. To evidence the Guarantee set forth in Section 16.01 hereof, the
Guarantor agrees that a notation of the Guarantee substantially in the form included in Exhibit B hereto shall be endorsed on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of the
Guarantor by an Officer of the Guarantor. 

  
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 The Guarantor agrees that the Guarantee set forth in this Article 16 shall remain in full
force and effect and apply to all the Notes notwithstanding any failure to endorse on each Note a notation of the Guarantee. 
 If an
officer whose signature is on a Note or a notation of Guarantee no longer holds that office at the time the Trustee authenticates the Note on which the Guarantee is endorsed, 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 the Guarantor. 
 Section 16.03. Limitation of Guarantor’s Liability; Certain Bankruptcy
Events. 
 (a) The Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such
parties that the Guarantee Obligations of the 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 the Guarantor hereby irrevocably agree that the Guarantee Obligations of the Guarantor under this Article 16 shall be limited to the maximum amount as
shall, after giving effect to all other contingent and fixed liabilities of the Guarantor, result in the Guarantee Obligations of the Guarantor under the Guarantee not constituting a fraudulent transfer or conveyance. 

(b) The 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, the 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. 

ARTICLE 17 
 MISCELLANEOUS
PROVISIONS 
 Section 17.01. Provisions Binding on Issuer’s and Guarantor’s Successors. All the covenants,
stipulations, promises and agreements by the Issuer or Guarantor contained in this Indenture shall bind their respective successors and assigns whether so expressed or not. 

Section 17.02. 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 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 Guarantor. 
 Section 17.03. 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 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 

  
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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:
	
	Healthcare Trust of America Holdings, LP
	16435 North Scottsdale Road, Suite 320
	Scottsdale, Arizona 85254
	Telecopier No.: (480) 991-0755
	Attention:	  	Mr. Scott D. Peters, Chief Executive Officer
	cc:	  	Mr. Robert A. Milligan, Chief Financial Officer
	
	With a copy to:
	
	O’Melveny & Myers LLP
	Two Embarcadero Center, 28th Floor
	San Francisco, California 94111
	Telecopier No.: (415) 984-8701
	Attention:	  	Peter T. Healy, Esq.
	
	To the Guarantor:
	
	Healthcare Trust of America, Inc.
	16435 North Scottsdale Road, Suite 320
	Scottsdale, Arizona 85254
	Telecopier No.: (480) 991-0755
	Attention:	  	Mr. Scott D. Peters, Chief Executive Officer
	cc:	  	Mr. Robert A. Milligan, Chief Financial Officer
	
	With a copy to:
	
	O’Melveny & Myers LLP
	Two Embarcadero Center, 28th Floor
	San Francisco, California 94111
	Telecopier No.: (415) 984-8701
	Attention:	  	Peter T. Healy, Esq.

 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:

 U.S. Bank National Association 

Global Corporate Trust Services 

101 North First Avenue, Suite 1600 

Mailstop LM-AZ-16P 
 Phoenix,
Arizona 85003 
 Telecopier No.: (602) 257-5433 

  
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 Attention: Mary Ambriz-Reyes, Healthcare Trust of America Holdings, LP     %
Subordinated Notes due                      

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. 
 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 17.04. Governing Law. 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. 

Section 17.05. Evidence of Compliance with Conditions Precedent, Certificates to Trustee. Upon any application or demand by the
Issuer or Guarantor to the Trustee to take any action under any of the provisions of this Indenture, the Issuer or Guarantor 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 17.06. Legal Holidays. In any case in which the Stated Maturity of interest on or principal of the Notes or the Redemption
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 may be made on the next succeeding Business Day with the same force and effect as if made on the Stated
Maturity or the Redemption Date, and no interest shall accrue for the period from and after such date. 
 Section 17.07. 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 17.07 shall not require this Indenture or the Trustee to be qualified under the Trust Indenture Act prior to the 

  
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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 17.08. 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 17.09. 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. 
 Section 17.10. 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 17.11. 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 17.11, 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 17.11, the Trustee


  
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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 17.11 shall be applicable to any authenticating agent. 

Section 17.12. 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. 
 Section 17.13. 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. 

Section 17.14. USA PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the USA 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 USA PATRIOT Act. 

U.S. Bank National Association hereby accepts the trusts in this Indenture declared and provided, upon the terms and conditions herein above
set forth. 
 [Remainder of Page Intentionally Left Blank] 

  
 67 








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

 

					
	HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
		
	By:	 	Healthcare Trust of America, Inc.,
		 	its general partner
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	HEALTHCARE TRUST OF AMERICA, INC.,
		 	as Guarantor
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	U.S. BANK NATIONAL ASSOCIATION,
		 	as Trustee
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	



  
 68 








 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. 

  
 A-1 








 HEALTHCARE TRUST OF AMERICA HOLDINGS, LP 

    % SUBORDINATED NOTES
DUE                     
 No.
             
 CUSIP No.:
             
 ISIN:             

 $         

Healthcare Trust of America Holdings, 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
            ($        ), or such lesser amount as is set forth in the Schedule of Increases or Decreases In Note on the other side of this Note, on
            ,         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
            and             of each year, commencing             ,
        , on said principal sum at said office or agency, in like coin or currency, at the rate per annum of     %, from the
            or             , 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             ,         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. 

The Issuer promises to pay interest on overdue principal, premium, if any, and (to the extent that payment of such interest is enforceable
under applicable law) interest at the rate of 1% per annum above the rate borne by the Notes. 
 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 by the Trustee or a duly authorized authenticating agent under the Indenture. 

  
 A-2 








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

Dated:             ,          

 

					
	HEALTHCARE TRUST OF AMERICA HOLDINGS, LP
		
	By:	 	Healthcare Trust of America, Inc.,
		 	its general partner
		
	By:	 	  

		 	Name:
		 	Title:



  
 A-3 








 TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Notes described in the within-named Indenture. 

Dated:             ,          

 

			
	U.S. Bank National Association, as Trustee
		
	By:	 	  

		 	Authorized Signatory



  
 A-4 








 [FORM OF REVERSE SIDE OF NOTE] 

Healthcare Trust of America Holdings, LP 

    % SUBORDINATED NOTES DUE
                     
 This Note is
one of a duly authorized issue of Notes of the Issuer, designated as its     % Subordinated Notes due                     (herein
called the “Notes”), issued under and pursuant to an Indenture dated as of             ,         (herein called the
“Indenture”), among the Issuer, the Guarantor and U.S. Bank National Association, 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 Guarantor 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. 
 If an Event of Default (other than an Event of Default specified in
Section 6.01(e), Section 6.01(f) or Section 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), Section 6.01(f) or Section 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 Holders 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 30-day months. 
 The Notes are issuable in fully registered form, without coupons, in minimum 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 

  
 A-5 








 
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 Section 3.01, Section 3.02 and Section 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 16 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 Guarantor, the Issuer or any of the Issuer’s Subsidiaries or of any successor thereto, either directly or through the Guarantor, 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. 

  
 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 GUARANTEE 
 The Guarantor
listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantor, the Issuer (as defined below) and U.S. Bank National
Association, as trustee (the “Indenture”)), has, except as subject to Article 15 of the Indenture, irrevocably and unconditionally guaranteed on a subordinated basis the Guarantee Obligations (as defined in Section 16.01
of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the     % Subordinated Notes due
                    (the “Notes”) of Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the
“Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any interest
on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 16 of the Indenture, and (ii) in case of any
extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration,
call for redemption or otherwise. 
 The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the
Indenture are expressly set forth in Article 16 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 the Guarantor (or any such successor entity), as
such, shall have any liability for any obligations of the 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. 

The 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 the 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. 
 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. 

  
 B-1 








 The obligations of the 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 16 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE.

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

  
 B-2 








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

Dated:             ,          

 

					
	HEALTHCARE TRUST OF AMERICA, INC.
		
	By:	 	  

		 	Name:
		 	Title:



  
 B-3