Exhibit 4.1


 







 


KITE REALTY GROUP,
L.P.


 


as
Issuer


 


KITE REALTY GROUP
TRUST


 


as
REIT


 


AND


 


u.s. bANK NATIONAL
ASSOCIATION


 


as
Trustee


 


INDENTURE


 


Dated
as of 22, 2021


 


0.75%
Exchangeable Senior Notes due 2027


 




 






     


     


    

 


	table of Contents
	 	PAGE




	ARTICLE 1 DEFINITIONS	1
	Section 1.01.   Definitions	1
	Section 1.02.   References to Interest	12
	ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES	13
	Section 2.01.   Designation and Amount	13
	Section 2.02.   Form of Notes	13
	Section 2.03.   Date and Denomination of Notes; Payments of Interest and Defaulted Amounts	14
	Section 2.04.   Execution, Authentication and Delivery of Notes	15
	Section 2.05.   Exchange of Notes for Other Notes and Registration of Transfer of Notes; Restrictions on Transfer;
Depositary	15
	Section 2.06.   Mutilated, Destroyed, Lost or Stolen Notes	21
	Section 2.07.   Temporary Notes	22
	Section 2.08.   Cancellation of Notes Paid, Exchanged, Etc.	22
	Section 2.09.   CUSIP Numbers	22
	Section 2.10.   Additional Notes; Repurchases	22
	Section 2.11.   Ranking	23
	ARTICLE 3 SATISFACTION AND DISCHARGE	23
	Section 3.01.   Satisfaction and Discharge of the Indenture	23
	Section 3.02.   Deposited Monies to Be Held in Trust by Trustee	23
	Section 3.03.   Paying Agent to Repay Monies Held	23
	Section 3.04.   Reinstatement	23
	ARTICLE 4 PARTICULAR COVENANTS OF THE COMPANY and/or the reit	23
	Section 4.01.   Payment of Principal and Interest	23
	Section 4.02.   Maintenance of Office or Agency	23
	Section 4.03.   Appointments to Fill Vacancies in Trustee’s Office	24
	Section 4.04.   Provisions as to Paying Agent	24
	Section 4.05.   Existence	25
	Section 4.06.   Rule 144A Information Requirement and Annual Reports	25
	Section 4.07.   Stay, Extension and Usury Laws	26
	Section 4.08.   Compliance Certificate; Statements as to Defaults	26



 






     


     


    

 


	Section 4.09.   Additional Interest Notice	26
	Section 4.10.   Covenant to Take Certain Actions	27
	ARTICLE 5 LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE	27
	Section 5.01.   Lists of Holders	27
	Section 5.02.   Preservation and Disclosure of Lists	27
	ARTICLE 6 DEFAULTS AND REMEDIES	27
	Section 6.01.   Events of Default	27
	Section 6.02.   Acceleration; Rescission and Annulment	29
	Section 6.03.   Additional Interest	29
	Section 6.04.   Payments of Notes on Default; Suit Therefor	30
	Section 6.05.   Application of Monies Collected by Trustee	31
	Section 6.06.   Proceedings by Holders	32
	Section 6.07.   Proceedings by Trustee	33
	Section 6.08.   Remedies Cumulative and Continuing	33
	Section 6.09.   Direction of Proceedings and Waiver of Defaults by Majority of Holders	33
	Section 6.10.   Notice of Defaults	34
	Section 6.11.   Undertaking to Pay Costs	34
	ARTICLE 7 CONCERNING THE TRUSTEE	35
	Section 7.01.   Duties and Responsibilities of Trustee	35
	Section 7.02.   Reliance on Documents, Opinions, Etc.	36
	Section 7.03.   No Responsibility for Recitals, Etc.	37
	Section 7.04.   Trustee, Paying Agents, Exchange Agents or Note Registrar May Own Notes	37
	Section 7.05.   Monies and Common Shares to Be Held in Trust	38
	Section 7.06.   Compensation and Expenses of Trustee	38
	Section 7.07.   Officers’ Certificate as Evidence	39
	Section 7.08.   Eligibility of Trustee	39
	Section 7.09.   Resignation or Removal of Trustee	39
	Section 7.10.   Acceptance by Successor Trustee	40
	Section 7.11.   Succession by Merger, Etc.	40
	ARTICLE 8 CONCERNING THE HOLDERS	41
	Section 8.01.   Action by Holders	41
	Section 8.02.   Proof of Execution by Holders	41
	Section 8.03.   Who Are Deemed Absolute Owners	42



 






     


     


    

 


	Section 8.04.   Company-Owned Notes Disregarded	42
	Section 8.05.   Revocation of Consents; Future Holders Bound	42
	ARTICLE 9 POSSIBLE FUTURE GUARANTOR	43
	ARTICLE 10 SUPPLEMENTAL INDENTURES	46
	Section 10.01.   Supplemental Indentures Without Consent of Holders	46
	Section 10.02.   Supplemental Indentures with Consent of Holders	46
	Section 10.03.   Effect of Supplemental Indentures	48
	Section 10.04.   Notation on Notes	48
	ARTICLE 11 CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE	49
	Section 11.01.   Company and REIT May Consolidate, Merge, etc., on Certain Terms	49
	Section 11.02.   Successor Entity to Be Substituted	49
	In case of any such amalgamation, consolidation, merger, conveyance, transfer or lease, such changes in phraseology and	49
	Section 11.03.   Opinion of Counsel to Be Given to Trustee	50
	ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	50
	Section 12.01.   Indenture and Notes Solely Corporate Obligations	50
	ARTICLE 13 [RESERVED]	50
	ARTICLE 14 EXCHANGE OF NOTES	50
	Section 14.01.   Right to Exchange	50
	Section 14.02.   Exchange Procedure	53
	Section 14.03.   Settlement Upon Exchange	56
	Section 14.04.   Adjustment of Exchange Rate	58
	Section 14.05.   Discretionary and Voluntary Adjustments	66
	Section 14.06.   Increased Exchange Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole
Fundamental Changes  or Notices of Redemption	66
	Section 14.07.   Effect of Recapitalizations, Reclassifications and Changes of the Common Shares	69
	Section 14.08.   Certain Covenants	71
	Section 14.09.   Responsibility of Trustee	72
	Section 14.10.   Poison Pill	72
	Section 14.11.   Ownership Limit	72
	Section 14.12.   Deferral of Adjustments	72
	Section 14.13.   Limitation on Adjustments	73
	Section 14.14.   Notice to Holders	73



 






     


     


    

 


	ARTICLE 15 REPURCHASE OF NOTES AT OPTION OF HOLDERS	74
	Section 15.01.   [Reserved.]	74
	Section 15.02.   Purchase at Option of Holders Upon a Fundamental Change	74
	Section 15.03.   Effect of Fundamental Change Purchase Notice	76
	Section 15.04.   Withdrawal of Fundamental Change Purchase Notice	77
	Section 15.05.   Deposit of Fundamental Change Purchase Price	77
	Section 15.06.   Notes Purchased in Whole or in Part	77
	Section 15.07.   Covenant to Comply with Applicable Laws Upon Purchase of Notes	78
	Section 15.08.   Repayment to the Company	78
	ARTICLE 16 OPTIONAL REDEMPTION	78
	Section 16.01.   Optional Redemption	78
	Section 16.02.   Notice of Optional Redemption; Selection of Notes	78
	Section 16.03.   Payment of Notes Called for Redemption	80
	Section 16.04.   Restrictions on Redemption	80
	Section 16.05.   No Sinking Fund	80
	ARTICLE 17 MISCELLANEOUS PROVISIONS	81
	Section 17.01.   Provisions Binding on the Company’s and the REIT’s Successors	81
	Section 17.02.   Official Acts by Successor Entity	81
	Section 17.03.   Addresses for Notices, Demands, etc.	81
	Section 17.04.   Governing Law; Jurisdiction	82
	Section 17.05.   Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee	82
	Section 17.06.   Legal Holidays	83
	Section 17.07.   No Security Interest Created	83
	Section 17.08.   Benefits of Indenture	83
	Section 17.09.   Table of Contents, Headings, Etc.	83
	Section 17.10.   Authenticating Agent	83
	Section 17.11.   Execution in Counterparts	84
	Section 17.12.   Severability	85
	Section 17.13.   Waiver of Jury Trial	85
	Section 17.14.   Force Majeure	85
	Section 17.15.   Calculations	85
	Section 17.16.   USA PATRIOT Act	85
	Section 17.17.   Foreign Account Tax Compliance Act (FATCA)	85


 






     


     


    

 


EXHIBIT


 


	Exhibit A	[Form of Face of Note]




 


SCHEDULE


 


	Schedule A	Schedule of Exchanges of Notes




 


ATTACHMENTS


 


	Attachment 1	[Form of Notice of Exchange]




 


	Attachment 2	[Form of Fundamental Change Purchase Notice]




 


	Attachment 3	[Form of Assignment and Transfer]




 






     


     


    

 


INDENTURE dated as
of March 22, 2021 among KITE REALTY GROUP, L.P., a Delaware limited partnership, as issuer (the “Company,” as
more fully set forth in Section 1.01 hereof), KITE REALTY GROUP TRUST, a Maryland corporation (the “REIT,”
as more fully set forth in Section 1.01 hereof), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as
trustee (the “Trustee,” as more fully set forth in Section 1.01 hereof).


 


Each party agrees as
follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Company’s 0.75%
Exchangeable Senior Notes due 2027 (hereinafter called the “Notes”).


 


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. 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.


 


“Additional
Interest” means all amounts, if any, payable pursuant to Section 6.03 and any liquidated damages payable pursuant
to the Registration Rights Agreement, as applicable.


 


“Additional
Shares” shall have the meaning specified in Section 14.06(a).


 


“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 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.


 


“Applicable
Law” shall have the meaning specified in Section 17.17.


 


“Applicable
Procedures” means, with respect to any matter at any time, the policies and procedures of the Depositary, if any, that
are applicable to such matter at such time.


 


“Bid Solicitation
Agent” means the Company or such other Person as may be appointed, from time to time, by the Company to solicit bids
for the Trading Price of the Notes in accordance with Section 14.01(b)(2) hereof. Initially, the “Bid Solicitation
Agent” means the Company.


 


“Board of
Trustees” means the board of trustees of the REIT, or other body with analogous authority with respect to the REIT, or
any duly authorized committee of that board or body.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the REIT or the Company to have been duly
adopted by the Board of Trustees and to be in full force and effect on the date of such certification, and delivered to the Trustee.


 






    1 


     


    

 


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


 


“Capital Stock”
means, for any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents
of or interests in (however designated) the equity of such Person, but excluding any debt securities convertible into such equity.


 


“Clause A
Distribution” shall have the meaning specified in Section 14.04(c).


 


“Clause B
Distribution” shall have the meaning specified in Section 14.04(c).


 


“Clause C
Distribution” shall have the meaning specified in Section 14.04(c).


 


“Close of
Business” means 5:00 p.m. (New York City time).


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Common Equity”
of any Person means the Capital Stock of such Person that is generally entitled (a) to vote in the election of directors of such
Person or (b) if such Person is not a corporation, to vote or otherwise participate in the selection of the governing body, partners,
managers or others that will control the management or policies of such Person.


 


“Common Shares”
means, subject to Section 14.07, the common shares, par value $0.01 per share, of the REIT authorized at the date of this
instrument as originally executed.


 


“Common Shares
Resale Restriction Termination Date” shall have the meaning specified in Section 2.05(d).


 


“Company”
shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11,
shall include its successors and assigns.


 


“Company Order”
means a written request or order signed in the name of the Company by any one of its Chairman of the Board, its Chief Executive
Officer, its President, its Vice Chairman, its Chief Financial Officer or a Vice President (whether or not designated by a number
or numbers or word or words added before or after the title “Vice President”), and by any one of its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Corporate
Trust Office” means the principal office of the Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 10 West Market Street, Suite 830, Indianapolis, Indiana 46204, Attention: Pamela
V. Cole, or such other address as the Trustee may designate from time to time by notice to the Holders, the Company and the REIT,
or the principal corporate trust office of any successor trustee (or such other address as such successor trustee may designate
from time to time by notice to the Holders, the Company and the REIT).


 






    2 


     


    

 


“Credit Agreement” means
the Fifth Amended and Restated Credit Agreement, dated as of July 28, 2016 (as amended, restated, supplemented or otherwise
modified from time to time), among the Company, as borrower, KeyBank National Association, as administrative agent, and the lenders
from time to time party.


 


“Custodian”
means the Trustee, as custodian for the Depositary with respect to the Notes (so long as the Notes constitute Global Notes), or
any successor entity.


 


“Daily Exchange
Value” means, for each of the 40 consecutive VWAP Trading Days during the relevant Observation Period, 1/40th of the
product of (i) the Exchange Rate on such VWAP Trading Day and (ii) the Daily VWAP for such VWAP Trading Day.


 


“Daily Measurement
Value” has the meaning specified in the definition of “Daily Settlement Amount.”


 


“Daily Settlement
Amount,” for each of the 40 consecutive VWAP Trading Days during the relevant Observation Period, shall consist of:


 


(1)              
cash in an amount equal to the lesser of (i) the Specified Dollar Amount divided by 40 (such quotient, the “Daily
Measurement Value”) and (ii) the Daily Exchange Value for such VWAP Trading Day; and


 


(2)              
if the Daily Exchange Value on such VWAP Trading Day exceeds the Daily Measurement Value, a number of Common Shares equal
to (i) the difference between the Daily Exchange Value and the Daily Measurement Value, divided by (ii) the Daily VWAP for such
VWAP Trading Day.


 


“Daily VWAP”
means, for each of the 40 consecutive VWAP Trading Days during the relevant Observation Period, the per share volume-weighted average
price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “KRG <equity> AQR” (or its
equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduled
close of trading of the primary trading session on such VWAP Trading Day (or if such volume-weighted average price is unavailable,
the market value of one Common Share on such VWAP Trading Day determined, using a volume-weighted average method, by a nationally
recognized independent investment banking firm retained for this purpose by the Company). The “Daily VWAP” shall be
determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.


 


“Defaulted
Amounts” means any amounts on any Note (including, without limitation, the Redemption Price, the Fundamental Change Purchase
Price, principal and interest) that are payable but are not punctually paid or duly provided for.


 


“Depositary”
means, with respect to each Global Note, the Person specified in Section 2.05(c) as the Depositary with respect to
such Notes, 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.


 






    3 


     


    

 


“DTA”
shall have the meaning specified in Section 14.04(d).


 


“Effective
Date” shall have the meaning specified in Section 14.06(c).


 


“Event of
Default” shall have the meaning specified in Section 6.01.


 


“Ex-Dividend
Date” means the first date on which Common Shares trade on the applicable exchange or in the applicable market, regular
way, without the right to receive the issuance, dividend or distribution in question.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Exchange
Agent” shall have the meaning specified in Section 4.02.


 


“Exchange
Date” shall have the meaning specified in Section 14.02(d).


 


“Exchange
Obligation” shall have the meaning specified in Section 14.03(a).


 


“Exchange
Price” means, in respect of each Note, as of any date, $1,000 divided by the Exchange Rate in effect on such date.


 


“Exchange
Rate” means initially 39.6628 Common Shares per $1,000 principal amount of Notes, subject to adjustment as set forth
herein.


 


“Form of Assignment
and Transfer” means the “Form of Assignment and Transfer” attached as Attachment 3 to the Form of Note attached
hereto as Exhibit A.


 


“Form of Fundamental
Change Purchase Notice” means the “Form of Fundamental Change Purchase Notice” attached as Attachment 2 to
the Form of Note attached hereto as Exhibit A.


 


“Form of Note”
means the “Form of Note” attached hereto as Exhibit A.


 


“Form of Notice
of Exchange” means the “Form of Notice of Exchange” attached as Attachment 1 to the Form of Note attached
hereto as Exhibit A.


 


“Fundamental
Change” shall be deemed to have occurred at the time after the Notes are originally issued if any of the following occurs:


 


(1)       any
 “person” or “group” (within the meaning of Section 13(d) of the Exchange Act), other than the REIT or
its Subsidiaries and the REIT’s or its Subsidiaries’ employee benefit plans, files a Schedule TO or any schedule,
form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate
 “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of the REIT’s Common Equity
representing more than 50% of the voting power of the REIT’s Common Equity;


 






    4 


     


    

 


(2)       the
consummation of (x) any consolidation, merger, amalgamation, scheme of arrangement or other binding share exchange or reclassification
or similar transaction between the REIT and another person (other than any of the REIT’s Subsidiaries), in each case pursuant
to which the Common Shares shall be converted into cash, securities or other property, other than a transaction (i) that results
in the holders of all classes of the REIT’s Common Equity immediately prior to such transaction owning, directly or indirectly,
as a result of such transaction, more than 50% of the continuing or surviving corporation or transferee or the parent thereof immediately
after such event, or (ii) effected solely to change the REIT’s jurisdiction of formation and that results in a share
exchange or reclassification or similar exchange of the outstanding Common Shares solely into common shares of the surviving entity
or (y) any sale or other disposition in one transaction or a series of transactions of all or substantially all of the assets
of the REIT and its Subsidiaries, on a consolidated basis, to another person (other than any of the REIT’s Subsidiaries);


 


(3)       the
shareholders of the REIT approve any plan or proposal for the liquidation or dissolution of the REIT (other than in a transaction
described in clause (2) above);


 


(4)       the
REIT (or any successor thereto permitted pursuant to the terms of this Indenture) ceases to be the general partner of or ceases
to control the Company; provided, however, that the pro rata distribution by the REIT to its shareholders of shares of its Capital
Stock or shares of any of the REIT’s other subsidiaries will not, in and of itself, constitute a fundamental change for purposes
of this definition; or


 


(5)       the
Common Shares (or other Common Equity underlying the Notes) ceases to be listed or quoted on any of The New York Stock Exchange,
The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors);


 


provided, however, that in the case of
a transaction or event described in clause (1) or (2) above, if at least 90% of the consideration received or to be received
by holders of the Common Shares (excluding cash payments for fractional shares) in the transaction or transactions that would otherwise
constitute a “Fundamental Change” consists of shares of common stock or common equity interests that are traded on
The New York Stock Exchange, The NASDAQ Global Select Market or The NASDAQ Global Market (or any of their respective successors)
or that will be so traded when issued or exchanged in connection with the transaction that would otherwise constitute a “Fundamental
Change” under clause (1) or (2) above (“Publicly Traded Notes”), and as a result of such transaction
or transactions, the Notes become exchangeable into or by reference to such Publicly Traded Notes, excluding cash payments for
fractional shares (subject to settlement in accordance with the provisions of Sections 14.02, 14.04 and 14.06),
such event shall not be a “Fundamental Change.”


 


“Fundamental
Change Company Notice” shall have the meaning specified in Section 15.02(b).


 






    5 


     


    

 


“Fundamental
Change Expiration Time” shall have the meaning specified in Section 15.02(a)(i).


 


“Fundamental
Change Purchase Date” shall have the meaning specified in Section 15.02(a).


 


“Fundamental
Change Purchase Notice” shall have the meaning specified in Section 15.02(a)(i).


 


“Fundamental
Change Purchase Price” shall have the meaning specified in Section 15.02(a).


 


“Global Note”
means a Note which is executed by the Company and authenticated and delivered to or on behalf of the Depositary or its nominee,
all in accordance with this Indenture and pursuant to a Company Order, which shall be registered in the name of the Depositary
or its nominee and which shall represent the amount of uncertificated Notes as specified therein.


 


“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 Register.


 


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


 


“Initial Purchasers”
means Barclays Capital Inc., BofA Securities, Inc. and KeyBanc Capital Markets Inc.


 


“Interest
Payment Date” means, with respect to the payment of interest on the Notes, each April 1 and October 1 of each year, beginning
on October 1, 2021.


 


“Issue Date”
means, with respect to the Notes, March 22, 2021.


 


“Last Reported
Sale Price” of the Common Shares for any Trading Day means the closing sale price per share (or, if no closing sale price
is reported, the average of the last bid and last ask prices or, if more than one in either case, the average of the average last
bid and the average last ask prices) on that Trading Day as reported in composite transactions for the principal U.S. national
or regional securities exchange on which the Common Shares are traded. If the Common Shares are not listed for trading on a U.S.
national or regional securities exchange on the relevant Trading Day, the “Last Reported Sale Price” will be the last
quoted bid price for the Common Shares in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc.
or a similar organization. If the Common Shares are not so quoted, the “Last Reported Sale Price” will be the average
of the mid-point of the last bid and last ask prices for the Common Shares on the relevant Trading Day from each of at least three
nationally recognized independent investment banking firms selected by the Company for this purpose. Any such determination will
be conclusive absent manifest error.


 






    6 


     


    

 


“Make-Whole
Fundamental Change” means any event that is a Fundamental Change, after giving effect to any exceptions to or exclusions
from the definition thereof but without regard to the exclusion in subsection (i) of clause (2) of the definition thereof.


 


“Make-Whole
Fundamental Change Period” shall have the meaning specified in Section 14.06(a).


 


“Market Disruption
Event” means, if the Common Shares are listed for trading on The New York Stock Exchange or listed on another U.S. national
or regional securities exchange, the occurrence or existence during the one-half-hour period ending on the scheduled close of trading
on any Trading Day of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits
permitted by the stock exchange or otherwise) in the Common Shares or in any options contracts or futures contracts relating to
the Common Shares..


 


“Maturity
Date” means, with respect to any Note and the payment of the principal amount thereof, April 1, 2027.


 


“Measurement
Period” shall have the meaning specified in Section 14.01(b)(2).


 


“Merger Event”
shall have the meaning specified in Section 14.07(a).


 


“Merger Event
Common Stock” shall have the meaning specified in Section 14.07(d).


 


“Merger Event
Valuation Period” shall have the meaning specified in Section 14.07(e).


 


“Net Shares”
shall have the meaning specified in Section 14.03(a).


 


“Net Share
Settlement Method” shall have the meaning specified in Section 14.03(a).


 


“Non-Recourse
Indebtedness” means indebtedness the terms of which provide that the lender’s claim for repayment of such indebtedness
is limited solely to a claim against the property which secures such indebtedness; provided that recourse obligations or liabilities
of the borrower or any guarantor solely for customary carve out matters in respect of any indebtedness will not prevent indebtedness
from being classified as Non-Recourse Indebtedness.


 


“Note”
or “Notes” shall have the meaning specified in the first paragraph of the recitals of this Indenture.


 


“Note Register”
shall have the meaning specified in Section 2.05(a).


 


“Note Registrar”
shall have the meaning specified in Section 2.05(a).


 


“Notice of
Exchange” shall have the meaning specified in Section 14.02(d).


 


“Observation
Period” with respect to any Note surrendered for exchange means:


 






    7 


     


    

 


(1)              
 subject to clause (2) below, if the relevant Exchange Date occurs prior to January 1, 2027, the 40 consecutive VWAP Trading
Day period beginning on, and including, the second VWAP Trading Day immediately succeeding such Exchange Date;


 


(2)              
if the relevant Exchange Date occurs on or after the date of issuance by the Company of a Redemption Notice and prior to
the related Redemption Date, the 40 consecutive VWAP Trading Day period beginning on and including the 41st Scheduled Trading Day
prior to the Redemption Date; and


 


(3)              
if the relevant Exchange Date occurs on or after January 1, 2027, the 40 consecutive VWAP Trading Day period beginning on,
and including, the 41st Scheduled Trading Day immediately preceding the Maturity Date.


 


“Offering
Memorandum” means the preliminary offering memorandum dated March 16, 2021, as supplemented by the related pricing term
sheet dated March 17, 2021, relating to the offering and sale of the Notes.


 


“Officer”
means any person holding any of the following positions with the REIT or the Company: 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,” when used with respect to the Company, means a certificate signed by any two Officers or by one such Officer
and any Assistant Treasurer or Assistant Secretary of the REIT or the Company, and delivered to the Trustee.


 


“Open of Business”
means 9:00 a.m. (New York City time).


 


“Opinion of
Counsel” means an opinion in writing signed by legal counsel, who may be an employee of or counsel to the REIT or the
Company, or other counsel reasonably acceptable to the Trustee.


 


“Optional
Redemption” shall have the meaning specified in Section 16.01.


 


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


 


(a)       Notes
theretofore canceled by the Trustee or accepted by the Trustee for cancellation;


 


(b)       Notes,
or portions thereof, that have become due and payable and in respect of which monies in the necessary amount shall have been deposited
in trust with the Trustee or with any Paying Agent (other than the Company) or shall have been set aside and segregated in trust
by the Company (if the Company shall act as its own Paying Agent);


 


(c)       Notes
that have been paid pursuant to Section 2.06 or Notes in lieu of which, or in substitution for which, other Notes shall
have been authenticated and delivered pursuant to the terms of Section 2.06 unless proof satisfactory to the Trustee is
presented that any such Notes are held by protected purchasers in due course;


 






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(d)       Notes
exchanged pursuant to Article 14 and required to be canceled pursuant to Section 2.08; and


 


(e)       Notes
repurchased by the Company pursuant to the penultimate sentence of Section 2.10;


 


provided, however,
that in determining whether the holders of the requisite principal amount of Outstanding Notes have consented to any request, demand,
authorization, direction, notice, consent, waiver, amendment or modification hereunder, Notes held for the account of the Company,
any of its subsidiaries or any of its affiliates shall be disregarded and deemed not to be Outstanding, except that in determining
whether the Trustee shall be protected in making such a determination or relying upon any such consent, only Notes which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.


 


“Paying Agent”
shall have the meaning specified in Section 4.02.


 


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


 


“Physical
Notes” means permanent certificated Notes in registered form issued in minimum denominations of $1,000 principal amount
and integral multiples 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
in lieu of or in exchange for a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated,
lost, destroyed or stolen Note that it replaces.


 


“Purchase
Agreement” means that certain Purchase Agreement, dated as of March 17, 2021, among the Company, the REIT and the Initial
Purchasers.


 


“Record Date”
means, except to the extent otherwise provided under Section 4.04(c) hereof, with respect to any dividend, distribution
or other transaction or event in which the holders of the Common Shares (or any other applicable security) have the right to receive
any cash, securities or other property or in which Common Shares (or any other applicable security) are exchanged for or converted
into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Shares entitled
to receive such cash, securities or other property (whether such date is fixed by the Board of Trustees, statute, contract or otherwise).


 


“Redemption
Date” shall have the meaning specified in Section 16.02(a).


 


“Redemption
Notice” shall have the meaning specified in Section 16.02(a).


 






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“Redemption
Period” means the period from, and including, the date of a Redemption Notice until the Close of Business on the Scheduled
Trading Day immediately preceding the related Redemption Date.


 


“Redemption
Price” means, for any Notes to be redeemed pursuant to Section 16.01, 100% of the principal amount of such Notes,
plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date (unless the Redemption Date falls after
a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case interest accrued to the
Interest Payment Date will be paid to Holders of record of such Notes on such Regular Record Date, and the Redemption Price will
be equal to 100% of the principal amount of such Notes and will not include accrued and unpaid interest on such Note to, but excluding,
such redemption date).


 


“Reference
Property” shall have the meaning specified in Section 14.07(a).


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated as of March 22, 2021, among the Company, the REIT and
the Initial Purchasers, as amended from time to time in accordance with its terms.


 


“Regular Record
Date,” means, with respect to any Interest Payment Date, the March 15 (whether or not a Business Day) or the September
15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.


 


“REIT”
shall have the meaning specified in the first paragraph of this Indenture, and subject to the provisions of Article 11,
shall include its successors and assigns.


 


“Relevant
Stock Exchange” means the The New York Stock Exchange, or, if the Common Shares are not then listed on The New York Stock
Exchange, the principal other U.S. national or regional securities exchange on which the Common Shares are then listed or if the
Common Shares are not then listed on a U.S. national or regional securities exchange, on the principal other market on which the
Common Shares are then listed or admitted for trading.


 


“Responsible
Officer” means, when used with respect to the Trustee, any officer in the Corporate Trust Office, including any vice
president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular
subject and who shall have direct responsibility for the administration of this Indenture.


 


“Restricted
Securities” shall have the meaning specified in Section 2.05(c).


 


“Rule 144A”
means Rule 144A as promulgated under the Securities Act.


 


“Scheduled
Trading Day” means a day that is scheduled to be a Trading Day on the principal U.S. national or regional securities
exchange or market on which the Common Shares are listed or admitted for trading. If the Common Shares are not so listed or admitted
for trading, “Scheduled Trading Day” means a Business Day.


 






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“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Settlement
Amount” shall have the meaning specified in Section 14.03(a)(3).


 


“Share Price”
shall have the meaning specified in Section 14.06(c).


 


“Significant
Subsidiary” means, with respect to any person, a Subsidiary of such person that would constitute a “significant
subsidiary” as such term is defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Exchange Act,
as in effect on the original date of issuance of the Notes.


 


“Specified
Dollar Amount” means, with respect to any exchange of Notes, $1,000 or such larger dollar amount expressed as the maximum
cash amount per $1,000 principal amount of Notes to be received upon exchange as specified by the Company in the notice specifying
the Company’s chosen Net Share Settlement Method.


 


“Spin-Off”
shall have the meaning specified in Section 14.04(c).


 


“Subsidiary
means, with respect to the Company or the REIT, a Person a majority of the outstanding voting stock of which is owned or controlled,
directly or indirectly, by the Company or the REIT, or by one or more other Subsidiaries of the Company or the REIT. For the purposes
of this definition, “voting stock” means having the voting power for the election of directors, general partners, trustees,
managing members or Persons performing similar functions, whether at all times or only so long as no senior class of securities
has such voting power by reason of any contingency.


 


“Successor
Entity” shall have the meaning specified in Section 11.01(a).


 


“Trading Day”
means a day during which (i) trading in the Common Shares generally occurs on The New York Stock Exchange or, if the Common Shares
are not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which
the Common Shares are then listed or, if the Common Shares are not then listed on a U.S. national or regional securities exchange,
on the principal other market on which the Common Share are then traded and (ii) there is no Market Disruption Event. If the Common
Shares are not so listed or traded, “Trading Day” means a “Business Day.”


 


“Trading
Price” of the Notes on any date of determination means the average of the secondary market bid quotations obtained by
the Bid Solicitation Agent for $5,000,000 principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination
date from three independent nationally recognized securities dealers selected for this purpose by the Company; provided, that
if three such bids cannot reasonably be obtained by the Bid Solicitation Agent but two such bids are obtained, then the average
of the two bids shall be used, and if only one such bid can reasonably be obtained by the Bid Solicitation Agent, that one bid
shall be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 principal amount of Notes
from a nationally recognized securities dealer, then the Trading Price per $1,000 principal amount of Notes will be deemed to
be less than 98% of the product of (i) the Last Reported Sale Price of Common Shares and (ii) the applicable Exchange Rate. If
(x) the Company is not acting as Bid Solicitation Agent, and the Company does not, when it is required to, instruct the Bid Solicitation
Agent to obtain bids, or if the Company gives such instruction to the Bid Solicitation Agent, and the Bid Solicitation Agent fails
to make such determination, or (y) the Company is acting as Bid Solicitation Agent and it fails to make such determination, then,
in either case, the trading price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of (i)
the Last Reported Sale Price of Common Shares and (ii) the applicable Exchange Rate on each Trading Day of such failure.


 






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“transfer”
shall have the meaning specified in Section 2.05(c).


 


“Trigger Event”
shall have the meaning specified in Section 14.04(c).


 


“Trust Indenture
Act” means the Trust Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture;
provided, however, that in the event 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 the Person named as the “Trustee” in the first paragraph of this Indenture until a successor trustee shall
have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean
or include each Person who is then a Trustee hereunder.


 


“Valuation
Percentage” shall have the meaning specified in Section 14.07(e).


 


“Valuation
Period” shall have the meaning specified in Section 14.04(c).


 


“VWAP Trading
Day” means a day on which: (1) there is no Market Disruption Event; and (2) trading in the Common Shares generally occurs
on the Relevant Stock Exchange. If the Common Shares are not so listed or admitted for trading on any Relevant Stock Exchange,
 “VWAP Trading Day” means a “Business Day.” For purposes of the foregoing definition and for determining
amounts due on exchange for purposes of Article 15 hereof, “Market Disruption Event” means: (1) a
failure by the Relevant Stock Exchange to open for trading during its regular trading session; or (2) the occurrence or existence
prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for the Common Shares for more than one half-hour period in
the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price
exceeding limits permitted by the Relevant Stock Exchange or otherwise) in the Common Shares or in any option contracts or futures
contracts relating to the Common Shares.


 


Section
1.02.      References
to Interest. Unless the context otherwise requires, any reference
to interest on, or in respect of, any Note in this Indenture shall be deemed to include Additional Interest if, in such context,
Additional Interest is, was or would be payable pursuant to Section 6.03 or the Registration Rights Agreement. Unless the
context otherwise requires, any express mention of Additional Interest in any provision hereof shall not be construed as excluding
Additional Interest in those provisions hereof where such express mention is not made.


 






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ARTICLE
2

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES


 


Section
2.01.      Designation
and Amount. The Notes shall be designated as the “0.75%
Exchangeable Senior Notes due 2027.” The aggregate principal amount of Notes that may be authenticated and delivered under
this Indenture is initially limited to $175,000,000 (or up to $200,000,000 if the Initial Purchasers exercise their option granted
pursuant to the Purchase Agreement to purchase additional Notes in full), subject to Section 2.10 and except for Notes authenticated
and delivered upon registration or transfer of other Notes, or in exchange for other Notes, or in lieu of other Notes pursuant
to Section 2.05, Section 2.06, Section 2.07, Section 10.04, Section 14.02 and Section 15.04.


 


Section
2.02.      Form
of Notes. The Notes and the Trustee’s certificate of
authentication to be borne by such Notes shall be substantially in the respective forms set forth in Exhibit A, the terms
and provisions of which shall constitute, and are hereby expressly incorporated in and made a part of this Indenture. To the extent
applicable, the Company, the REIT and the Trustee, by their execution and delivery of this Indenture, and the Holders, by their
acceptance of the Notes, expressly agree to such terms and provisions and to be bound thereby.


 


Any Global Note may
be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions
of this Indenture as may be required by the Custodian or the Depositary, or as may be required to comply with any applicable law
or any regulation thereunder or with the rules and regulations of any securities exchange or automated quotation system upon which
the Notes may be listed or traded or designated for issuance or to conform with any usage with respect thereto, or to indicate
any special limitations or restrictions to which any particular Notes are subject.


 


Any of the Notes may
have such letters, numbers or other marks of identification and such notations, legends, changes or endorsements 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 to comply with any 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 designated
for issuance, or to conform to usage or to indicate any special limitations or restrictions to which any particular Notes are subject.


 


Each Global Note shall
represent such principal amount of the outstanding Notes as shall be specified therein and shall provide that it shall represent
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 increased or reduced to reflect redemptions, repurchases, cancellations,
exchanges, transfers or exchanges for other Notes permitted hereby. Any endorsement of a Global Note to reflect the amount of
any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the Custodian,
at the direction of the Trustee, in such manner and upon instructions given by the Holder of such Notes in accordance with this
Indenture. Payment of principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) of,
and accrued and unpaid interest on, a Global Note shall be made to the Holder of such Note on the date of payment, unless a record
date or other means of determining Holders eligible to receive payment is provided for herein.


 






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Section
2.03.      Date
and Denomination of Notes; Payments of Interest and Defaulted Amounts.
(a) The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples
thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of
such Note. Accrued interest on the Notes shall be computed on the basis of a 360-day year composed of twelve 30-day months and,
for partial months, on the basis of actual days elapsed over a 30-day month.


 


(b)              
The Company will pay the principal of, the Redemption Price or Fundamental Change Purchase Price for any Physical Note to
the Holder of such Note in cash at the designated office of the Paying Agent at 100 Wall Street, New York, New York10005 in the
Borough of Manhattan in The City of New York, New York, prior to 11:00 a.m. New York City time on the relevant payment date. The
Company will pay any interest on any Physical Note to the Holder of such Note by check mailed to such Holder’s registered
address or, if such Holder delivers to the Note Registrar a written request on or prior to a Regular Record Date that the Company
make such payments by wire transfer to an account of such Holder within the United States, for each interest payment corresponding
to each Regular Record Date occurring during the period beginning on the date on which such Holder delivered such request and ending
on the date, if any, on which such Holder delivers to the Note Registrar a written instruction to the contrary, by wire transfer
of immediately available funds to the account specified by such Holder.


 


The Company will pay
the principal of, interest on, the Redemption Price or Fundamental Change Purchase Price for any Global Note to the Depositary
by wire transfer of immediately available funds on the relevant payment date in accordance with Applicable Procedures.


 


(c)              
Any Defaulted Amounts shall forthwith cease to be payable to the Holder on the relevant payment date but shall accrue interest
per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from, and including, such
relevant payment date, and such Defaulted Amounts together with such interest thereon shall be paid by the Company, at its election
in each case, as provided in clause (i) or (ii) below:


 


(i)                 The
Company may elect to make payment of any Defaulted Amounts to the Persons in whose names the Notes (or their respective
Predecessor Notes) are registered at the Close of Business on a special record date for the payment of such Defaulted
Amounts, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of the
Defaulted Amounts proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount to be paid in respect of such Defaulted
Amounts or shall make arrangements satisfactory to the Trustee for such deposit on or prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Amounts as
in this clause provided. Thereupon, the Company shall fix a special record date for the payment of such Defaulted Amounts
which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment, and not less than
10 days after the receipt by the Trustee of the notice of the proposed payment. The Company shall promptly notify the Trustee
of such special record date and the Trustee, in the name and at the expense of the Company, shall cause notice of the
proposed payment of such Defaulted Amounts and the special record date therefor to be sent to each Holder at its address as
it appears in the Note Register, not less than 10 days prior to such special record date. Notice of the proposed payment of
such Defaulted Amounts and the special record date therefor having been so sent, such Defaulted Amounts shall be paid to the
Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the Close of Business on such
special record date and shall no longer be payable pursuant to the following clause (ii) of this Section 2.03(c).


 






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(ii)             
The Company may make payment of any Defaulted Amounts 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 written notice given by the Company 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,
Authentication and Delivery of Notes. The Notes shall be signed
in the name and on behalf of the Company by the manual, electronic or facsimile signature of an Officer.


 


At any time and from
time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Notes, without any further action by the Company hereunder.


 


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 an authorized signatory of the Trustee (or an authenticating agent appointed by the Trustee
as provided by Section 17.10), 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 Company 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 Company who shall have signed any of the Notes shall cease to be such Officer before the Notes so signed shall have been
authenticated and delivered by the Trustee, or disposed of by the Company, 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 Company; and any Note may be
signed on behalf of the Company by such Persons as, at the actual date of the execution of such Note, shall be the Officers of
the Company, although at the date of the execution of this Indenture any such Person was not such an Officer.


 


Section
2.05.      Exchange
of Notes for Other Notes and Registration of Transfer of Notes; Restrictions on Transfer; Depositary.
(a) The Company shall cause to be kept at the Corporate Trust Office a register (the register maintained in such office or in
any other office or agency of the Company designated pursuant to Section 4.02, the “Note
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company
shall provide for the registration of Notes and
of transfers of Notes. Such register shall be in written form or in any form capable of being converted into written form within
a reasonable period of time. The Trustee is hereby initially appointed the “Note Registrar” for
the purpose of registering Notes and transfers of Notes as herein provided. The Company may appoint one or more co-Note Registrars
in accordance with Section 4.02.


 






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Upon surrender for
registration of transfer of any Note to the Note Registrar or any co-Note Registrar, and satisfaction of the requirements for such
transfer set forth in this Section 2.05, the Company shall execute, and the Trustee shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate
principal amount and bearing such restrictive legends as may be required by this Indenture.


 


Notes may be exchanged
for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged
at any such office or agency maintained by the Company pursuant to Section 4.02. Whenever any Notes are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes that the Holder making the exchange
is entitled to receive, bearing registration numbers not contemporaneously outstanding.


 


All Notes presented
or surrendered for registration of transfer or for exchange for other Notes, repurchase or exchange shall (if so required by the
Company, the Trustee, the Note Registrar or any co-Note Registrar) be duly endorsed, or be accompanied by a written instrument
or instruments of transfer in form satisfactory to the Company and duly executed, by the Holder thereof or its attorney-in-fact
duly authorized in writing.


 


No service charge shall
be imposed by the Company, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent for any exchange of Notes
for other Notes or registration of transfer of Notes, but the Company may require a Holder to pay a sum sufficient to cover any
documentary, stamp or similar issue or transfer tax required in connection therewith as a result of the name of the Holder of new
Notes issued upon such exchange or registration of transfer being different from the name of the Holder of the old Notes surrendered
for exchange or registration of transfer.


 


None of the Company,
the Trustee, the Note Registrar or any co-Note Registrar shall be required to exchange under this Section 2.05 or register
a transfer of (i) any Notes surrendered for exchange in accordance with Article 14 or, if a portion of any Note is surrendered
for exchange in accordance with Article 14, such portion thereof surrendered for exchange in accordance with Article
14, (ii) any Notes, or a portion of any Note, surrendered for repurchase (and not withdrawn) in accordance with Article
15 or (iii) any Notes selected for redemption in accordance with Article 16.


 


All Notes issued upon
any registration of transfer of Notes or exchange of Notes for other Notes in accordance with this Indenture shall be the valid
obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture as the Notes surrendered
upon such registration of transfer of Notes or exchange of Notes for other Notes.


 






    16


     


    

 


(b)              
 So long as the Notes are eligible for book-entry settlement with the Depositary, unless otherwise required by law, subject
to the fourth paragraph from the end of Section 2.05(c), all Notes shall be represented by one or more Notes in global form
(each, a “Global Note”) registered in the name of the Depositary or the nominee of the Depositary. The transfer
and exchange in accordance with this Section 2.05 of beneficial interests in a Global Note that does not involve the issuance
of a Physical Note shall be effected through the Depositary (but not the Trustee or the Custodian) in accordance with this Indenture
(including the restrictions on transfer set forth herein) and the Applicable Procedures of the Depositary therefor.


 


(c)              
Every Note that bears or is required under this Section 2.05(c) to bear the legend set forth in this Section 2.05(c)
(together with any Common Shares issued upon exchange of the Notes in accordance with Article 14 that is required to bear
the legend set forth in Section 2.05(d), collectively, the “Restricted Securities”) shall be subject
to the restrictions on transfer set forth in this Section 2.05(c) (including the legend set forth below), unless such restrictions
on transfer shall be eliminated or otherwise waived by written consent of the Company and the REIT, and the Holder of each such
Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used
in this Section 2.05(c) and Section 2.05(d), the term “transfer” encompasses any sale, pledge,
transfer or other disposition whatsoever of any Restricted Security.


 


Any certificate evidencing
such Note shall bear a legend in substantially the following form unless such Notes have been transferred pursuant to a registration
statement that has become or been declared effective under the Securities Act and that continues to be effective at the time of
such transfer, or unless otherwise agreed by the Company and the REIT in writing, with notice thereof to the Trustee:


 


THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER:


 


(1)       REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND


 


(2)       AGREES
FOR THE BENEFIT OF KITE REALTY GROUP L.P. (THE “COMPANY”) AND KITE REALTY GROUP TRUST (THE “REIT”)
THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:


 


(A)       TO
THE COMPANY, THE REIT OR ANY SUBSIDIARY THEREOF, OR


 


(B)       PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 






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(C)       TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT.


 


No transfer of any
Note will be registered by the Note Registrar unless the applicable box on the Form of Assignment and Transfer has been checked.


 


Any Note (or security
issued in exchange or substitution therefor) as to which such restrictions on transfer shall have expired in accordance with their
terms may, upon surrender of such Note for exchange for another Note to the Note Registrar in accordance with the provisions of
this Section 2.05, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear
the restrictive legend required by this Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company
shall be entitled to instruct the Custodian in writing to so surrender any Global Note as to which such restrictions on transfer
shall have expired in accordance with their terms for exchange, and, upon such instruction, the Custodian shall so surrender such
Global Note for exchange; and any new Global Note so exchanged therefor shall not bear the restrictive legend specified in this
Section 2.05(c) and shall not be assigned a restricted CUSIP number. The Company shall promptly notify the Trustee in writing
after a registration statement, if any, with respect to the Notes or any Common Shares issued upon exchange of the Notes has been
declared effective under the Securities Act.


 


Notwithstanding any
other provisions of this Indenture (other than the provisions set forth in this Section 2.05(c)), a Global Note may not
be transferred as a whole or in part except (i) 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 and (ii) for transfers of portions of a Global Note in certificated form made upon request
of a member of, or a participant in, the Depositary (for itself or on behalf of a beneficial owner) by written notice given to
the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with
this Section 2.05(c).


 


The Depositary shall
be a clearing agency registered under the Exchange Act. The Company initially appoints The Depository Trust Company to act as Depositary
with respect to each Global Note. Initially, each Global Note shall be issued to the Depositary, registered in the name of Cede
 & Co., as the nominee of the Depositary, and deposited with the Trustee as custodian for Cede & Co.


 


If (i) the
Depositary notifies the Company at any time that the Depositary is unwilling or unable to continue as depositary for the
Global Notes and a successor depositary is not appointed within 90 days, (ii) the Depositary ceases to be registered as a
clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days or (iii) an Event of
Default with respect to the Notes has occurred and is continuing and a beneficial owner of any Note requests that its
beneficial interest therein be issued as a Physical Note, the Company shall execute, and the Trustee, upon receipt of an
Officers’ Certificate and a Company Order for the authentication and delivery of Notes, shall authenticate and deliver
(x) in the case of clause (iii), a Physical Note to such beneficial owner in a principal amount equal to the principal amount
of such Note corresponding to such beneficial owner’s beneficial interest and (y) in the case of clause (i) or (ii),
Physical Notes to each beneficial owner of the related Global Notes (or a portion thereof) in an aggregate principal amount
equal to the aggregate principal amount of such Global Notes in exchange for such Global Notes, and upon delivery of the
Global Notes to the Trustee such Global Notes shall be canceled.


 






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Physical Notes issued
in exchange for all or a part of the Global Notes pursuant to this Section 2.05(c) shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or otherwise,
shall instruct the Trustee in writing. Upon execution and authentication, the Trustee shall deliver such Physical Notes to the
Persons in whose names such Physical Notes are so registered.


 


At such time as all
interests in a Global Note have been exchanged, canceled, repurchased or transferred, such Global Note shall be, upon receipt thereof,
canceled by the Trustee in accordance with standing procedures and existing instructions between the Depositary and the Custodian.
At any time prior to such cancellation, if any interest in a Global Note is exchanged for Physical Notes, exchanged, canceled,
repurchased or transferred to a transferee who receives Physical Notes therefor or any Physical Note is exchanged or transferred
for part of such Global Note, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions
existing between the Depositary and the Custodian, be appropriately reduced or increased, as the case may be, and an endorsement
shall be made on such Global Note, by the Trustee or the Custodian, at the direction of the Trustee, to reflect such reduction
or increase.


 


None of the Company,
the REIT, the Trustee or any agent of the Company, the REIT or the Trustee shall have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial ownership interests of a Global Note or maintaining, supervising
or reviewing any records relating to such beneficial ownership interests.


 


(d)              
Until the date (the “Common Shares Resale Restriction Termination Date”) that is the later of (1) the
date that is one year after the issuance date of the relevant Common Shares or such shorter period of time as permitted by Rule
144 under the Securities Act or any successor provision thereto, and (2) such later date, if any, as may be required by applicable
law, any stock certificate representing Common Shares issued upon exchange of a Note shall bear a legend in substantially the following
form (unless the Note or such Common Shares has been transferred pursuant to a registration statement that has become or been declared
effective under the Securities Act and that continues to be effective at the time of such transfer or such Common Shares have been
transferred pursuant to the exemption from registration provided by Rule 144 or any similar provision then in force under the Securities
Act, or unless otherwise agreed by the Company and the REIT with written notice thereof to the Trustee and any transfer agent for
the Common Shares):


 


THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER:


 


(1)       REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE
144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND


 






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(2)       AGREES
FOR THE BENEFIT OF KITE REALTY GROUP, L.P. (THE “COMPANY”) AND KITE REALTY GROUP TRUST (THE “REIT”)
THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT
IS THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES
ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 


(A)       TO
THE COMPANY, THE REIT OR ANY SUBSIDIARY THEREOF, OR


 


(B)       PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR


 


(C)       TO
A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR


 


(D)       PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


PRIOR TO THE REGISTRATION
OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY, THE REIT AND THE TRUSTEE RESERVE THE RIGHT TO REQUIRE THE
DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS
MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


Any such Common Shares
as to which such restrictions on transfer shall have expired in accordance with their terms may, upon surrender of the certificates
representing such Common Shares for exchange in accordance with the procedures of the transfer agent for the Common Shares, be
exchanged for a new certificate or certificates for a like aggregate number of Common Shares, which shall not bear the restrictive
legend required by this Section 2.05(d). 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 Depositary participants or beneficial owners of interests
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.


 






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Section
2.06.     Mutilated,
Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated
or be destroyed, lost or stolen, the Company in its discretion may execute, and upon receipt of a Company Order the Trustee or
an authenticating agent appointed by the Trustee shall authenticate and deliver, a new Note, bearing a registration 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 Company, to the REIT,
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 from 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 Company, to the REIT, to the Trustee and, if applicable,
to such authenticating agent evidence to their satisfaction of the destruction, loss or theft of such Note and of the ownership
thereof.


 


The Trustee or such
authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such security or indemnity
as the Trustee, the Company, the REIT and, if applicable, such authenticating agent may require. No service charge shall be imposed
by the Company, the REIT, the Trustee, the Note Registrar, any co-Note Registrar or the Paying Agent upon the issuance of any substitute
Note, but the Company may require a Holder to pay a sum sufficient to cover any documentary, stamp or similar issue or transfer
tax required in connection therewith as a result of the name of the Holder of the new substitute Note being different from the
name of the Holder of the old Note that became mutilated or was destroyed, lost or stolen. In case any Note that has matured or
is about to mature or has been surrendered for required repurchase or is about to be exchanged in accordance with Article 14
shall become mutilated or be destroyed, lost or stolen, the Company may, in its sole discretion, instead of issuing a substitute
Note, pay or authorize the payment of or exchange or authorize the exchange of the same (without surrender thereof except in the
case of a mutilated Note), as the case may be, if the applicant for such payment or exchange shall furnish to the Company, 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, evidence satisfactory to the Company, the Trustee and, if applicable, any Paying Agent or Exchange Agent 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 2.06 by virtue of the fact that any Note is destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company and the REIT, 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, payment, exchange, redemption or repurchase 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, payment, exchange, redemption or repurchase of negotiable instruments or other securities without their surrender.


 






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


 


Section
2.08.      Cancellation
of Notes Paid, Exchanged, Etc. The Company shall cause all
Notes surrendered for the purpose of payment, repurchase, redemption, registration of transfer of Notes or exchange of Notes for
other Notes or in accordance with Article 14, if surrendered to any Person other than the Trustee (including any of the
Company’s or the REIT’s agents, Subsidiaries or Affiliates), to be surrendered to the Trustee for cancellation. All
Notes delivered to the Trustee shall be canceled promptly by it, and no Notes shall be authenticated in exchange thereof except
as expressly permitted by any of the provisions of this Indenture. The Trustee shall dispose of canceled Notes in accordance with
its customary procedures and shall deliver a certificate of such disposition to the Company, at the Company’s written request.


 


Section
2.09.      CUSIP
Numbers. The Company in issuing the Notes may use “CUSIP”
numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in all notices issued to Holders
as a convenience to such Holders; 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 on such notice and that reliance may be placed only on the other identification
numbers printed on the Notes, and any such notices shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee in writing of any change in the “CUSIP” numbers.


 


Section
2.10.      Additional
Notes; Repurchases. The Company may, without the consent
of the Holders and notwithstanding Section 2.01, reopen this Indenture and issue additional Notes hereunder with the same
terms as the Notes initially issued hereunder (other than differences in the issue price and interest accrued prior to the issue
date of such additional Notes) in an unlimited aggregate principal amount; provided that if any such additional Notes are not
fungible with the Notes initially issued hereunder for U.S. federal income tax purposes, such additional Notes shall have a separate
CUSIP number. Prior to the issuance of any such additional Notes, the Company shall deliver to the Trustee a Company Order, an
Officers’ Certificate and an Opinion of Counsel, such Officers’ Certificate and Opinion of Counsel to cover such matters,
in addition to those required by Section 17.05, as the Trustee shall reasonably request. In addition, the Company may,
to the extent permitted by law, and directly or indirectly (regardless of whether such Notes are surrendered to the Company),
repurchase Notes in the open market or otherwise, whether by the Company or its Subsidiaries or through a private or public tender
or exchange offer or through counterparties pursuant to private agreements, including by cash-settled
swaps or other cash-settled derivatives. The Company shall cause any Notes so repurchased (other than Notes repurchased pursuant
to cash-settled swaps or other derivatives) to be surrendered to the Trustee for cancellation in accordance with Section 2.08.


 






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Section
2.11.     Ranking.
The obligations of the Company arising under or in connection with this Indenture and every outstanding Note issued under this
Indenture from time to time constitute and shall constitute a general unsecured senior obligation of the Company, ranking equally
with existing and future senior unsecured indebtedness of the Company and ranking senior in right of payment to any existing and
future indebtedness of the Company that is expressly made subordinate to the Notes by the terms of such indebtedness.


 


ARTICLE
3

SATISFACTION AND DISCHARGE


 


Section
3.01.      Satisfaction
and Discharge of the Indenture. When (i)
the Company shall deliver to the Trustee for cancellation all Notes theretofore authenticated (other than any Notes that have been
destroyed, lost or stolen and in lieu of or in substitution for which other Notes shall have been authenticated and delivered or
paid pursuant to Section 2.06) and not theretofore canceled, or (ii) all such Notes not theretofore canceled or delivered
to the Trustee for cancellation shall have become due and payable (whether on the Maturity Date, on any Redemption Date, on any
Fundamental Change Purchase Date, upon exchange or otherwise) and the Company shall deposit with the Trustee, in trust, or deliver
to the Holders, as applicable, an amount of cash and/or (in the case of exchange) Common Shares sufficient to pay all amounts due
on all of such Notes (other than any Notes that shall have been mutilated, destroyed, lost or stolen and in lieu of or in substitution
for which other Notes shall have been authenticated and delivered or paid pursuant to Section 2.06) not theretofore canceled
or delivered to the Trustee for cancellation, including principal and interest due, and if the Company shall also pay or cause
to be paid all other sums payable hereunder by the Company, then the Indenture shall cease to be of further effect with respect
to the Notes (except as to (i) rights hereunder of Holders to receive all amounts owing upon the Notes and the other rights, duties
and obligations of Holders, as beneficiaries hereof with respect to the amounts, if any, so deposited with the Trustee and (ii)
the rights, obligations and immunities of the Trustee under the Indenture), and the Trustee, on written demand of the Company accompanied
by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating
to the satisfaction and discharge of the entire indebtedness on the Notes have been complied with, and at the cost and expense
of the Company, shall execute proper instruments acknowledging satisfaction and discharge of the Indenture with respect to the
Notes; the Company, however, hereby agrees to reimburse the Trustee for any costs or expenses thereafter reasonably and properly
incurred by the Trustee, including the fees and expenses of its counsel, and to compensate the Trustee for any services thereafter
reasonably and properly rendered by the Trustee in connection with the Indenture or the Notes. 


 


Section
3.02.      Deposited
Monies to Be Held in Trust by Trustee. Subject to Section
4.04(d) hereof, all monies and Common Shares, if any, deposited with the Trustee pursuant to Section 3.01 hereof shall
be held in trust for the sole benefit of the Holders of the Notes, and such monies and Common Shares shall be applied by the Trustee
to the payment, either directly or through any Paying Agent (including the Company if acting as its own Paying Agent), to the
Holders of the particular Notes for the payment or settlement of which such monies or Common Shares
have been deposited with the Trustee, of all sums or amounts due and to become due thereon for principal and interest, if any.



 


Section
3.03.      Paying
Agent to Repay Monies Held. Upon the satisfaction and discharge
of the Indenture with respect to the Notes, all monies and Common Shares, if any, then held by any Paying Agent (if other than
the Trustee) with respect to the Notes shall, upon written request of the Company, be repaid to it or paid to the Trustee, and
thereupon such Paying Agent shall be released from all further liability with respect to such monies and Common Shares. 


 


Section
3.04.      Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money or Common Shares in accordance with Section 3.02 by reason
of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
the Company’s obligations under the Indenture and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 3.01 until such time as the Trustee or the Paying Agent is permitted to apply all such money and Common
Shares in accordance with Section 3.02; provided, however, that if the Company makes any payment of interest on, principal
of or payment or delivery in respect of any Note following the reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the money or Common Shares, if any, held by the Trustee
or Paying Agent.


 


ARTICLE
4

PARTICULAR COVENANTS OF THE COMPANY and/or the reit


 


Section
4.01.      Payment
of Principal and Interest. The Company covenants and agrees
that it will cause to be paid the principal (including the Fundamental Change Purchase Price, if applicable) of, and accrued and
unpaid interest on, each of the Notes at the places, at the respective times and in the manner provided herein and in the Notes.


 


Section
4.02.      Maintenance
of Office or Agency. The Company will maintain in the continental
United States an office or agency where the Notes may be surrendered for registration of transfer of Notes or exchange of Notes
for other Notes or for presentation for payment or repurchase (“Paying Agent”)
or for exchange in accordance with Article 14 (“Exchange Agent”) and
where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company 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 Company shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office or the office or agency of the Trustee in the Borough of Manhattan, The City of New York.


 


The Company may
also from time to time designate as co-Note Registrars one or more other 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; provided that no such
designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the
continental United States for such purposes. The Company 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 terms “Paying
Agent” and “Exchange Agent” include any such additional or other offices or agencies, as applicable.


 






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The Company hereby
initially designates the Trustee as the Paying Agent, Note Registrar, Custodian and Exchange Agent and the Corporate Trust Office
as the office or agency in the continental United States where Notes may be surrendered for registration of transfer of Notes or
exchange of Notes for other Notes or for presentation for payment or repurchase or for exchange in accordance with Article 14.


 


Section
4.03.      Appointments
to Fill Vacancies in Trustee’s Office. The Company,
whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.09,
a Trustee, so that there shall at all times be a Trustee hereunder.


 


Section
4.04.      Provisions
as to Paying Agent. (a) If the Company shall appoint a Paying
Agent other than the Trustee, the Company 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:


 


(i)                
that it will hold all sums held by it as such agent for the payment of the principal (including the Redemption Price and
the Fundamental Change Purchase Price, if applicable) of, and accrued and unpaid interest on, the Notes in trust for the benefit
of the Holders of the Notes;


 


(ii)             
that it will give the Trustee prompt notice of any failure by the Company to make any payment of the principal (including
the Redemption Price and the Fundamental Change Purchase Price, if applicable) of, and accrued and unpaid interest on, the Notes
when the same shall be due and payable; and


 


(iii)           
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 Company shall,
on or before each due date of the principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable)
of, or accrued and unpaid interest on, the Notes, deposit with the Paying Agent a sum sufficient to pay such principal (including
the Redemption Price and the Fundamental Change Purchase Price, if applicable) or accrued and unpaid interest, and (unless such
Paying Agent is the Trustee) the Company 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 must be received by the Paying Agent by 11:00 a.m., New York City time, on such
date.


 


(b)               If
the Company shall act as its own Paying Agent, it will, on or before each due date of the principal (including the Redemption
Price and the Fundamental Change Purchase Price, if applicable) of, and accrued and unpaid 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 (including the
Redemption Price and the Fundamental Change Purchase Price, if applicable) and accrued and unpaid interest so becoming due
and will promptly notify the Trustee in writing of any failure to take such action and of any failure by the Company to make
any payment of the principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) of, or
accrued and unpaid interest on, the Notes when the same shall become due and payable.


 






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


 


(d)              
Any money and Common Shares deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal (including the Redemption Price and the Fundamental Change Purchase Price, if applicable) of, accrued
and unpaid interest on and the consideration due upon exchange of any Note and remaining unclaimed for two years after such principal
(including the Redemption Price and the Fundamental Change Purchase Price, if applicable), interest or consideration due upon exchange
has become due and payable shall, subject to applicable escheat laws, be paid to the Company on request of the Company contained
in an Officers’ Certificate, or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money and Common Shares, and all liability of the Company as trustee thereof,
shall thereupon cease; provided, however, that prior to the Trustee or such Paying Agent making any such repayment, the Company
shall publish in a newspaper of general circulation in New York City or publish such information on the Company’s website
or through such other public medium as the Company deems appropriate at that time, a notice that such money and Common Shares remain
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money and Common Shares then remaining will be repaid or delivered to the Company.


 


Section
4.05.      Existence.
Subject to Article 11, each of the Company and the REIT shall do or cause to be done all things necessary to preserve and
keep in full force and effect its existence.


 


Section
4.06.      Rule
144A Information Requirement and Annual Reports. (a) At any
time the Company and the REIT are not subject to Section 13 or 15(d) of the Exchange Act, the Company and the REIT shall, so long
as any of the Notes or any Common Shares issuable upon exchange thereof will, at such time, constitute “restricted securities”
within the meaning of Rule 144(a)(3) under the Securities Act, promptly furnish to the Holders, beneficial owners and prospective
purchasers of the Notes and of any Common Shares delivered upon exchange of the Notes, upon their written request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act to facilitate the resale of the Notes and such Common
Shares pursuant to Rule 144A. The Company shall take such further action as any Holder or beneficial owner of such Notes may reasonably
request to the extent from time to time required to enable such Holder or beneficial owner to sell such Notes or Common Shares
in accordance with Rule 144A, as such rule may be amended from time to time.


 






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(b)              
 The Company shall file with the Trustee, within 15 days after the same are required to be filed with the Commission, copies
of any documents or reports that the REIT is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange
Act (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act). Any such document or report that the REIT
files with the Commission via the Commission’s EDGAR system (or any successor thereto) shall be deemed to be filed with the
Trustee for purposes of this Section 4.06(b) at the time such documents are filed via the EDGAR system (or such successor
thereto); provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred.


 


(c)              
Delivery of the reports and documents described in subsection (b) above to the Trustee is for informational purposes only,
and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable
from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to conclusively rely on an Officers’ Certificate).


 


Section
4.07.      Stay,
Extension and Usury Laws. Each of the Company and the REIT
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 that would prohibit or forgive the Company
from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at
any time hereafter in force, or that may affect the covenants or the performance of this Indenture; and each of the Company and
the REIT (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; Statements as to Defaults. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ending
on December 31, 2021) an Officers’ Certificate stating (1) that a review has been conducted of the activities of the
Company, its Subsidiaries and of the REIT and their respective performance under this Indenture and (2) that the Company and the
REIT have fulfilled all obligations under this Indenture (such compliance to be determined without regard to any period of grace
or requirement of notice provided under this Indenture) or specifying any Event of Default and the nature thereof.


 


In addition, the Company
shall deliver to the Trustee within 30 days after an Officer of the Company becomes aware of the occurrence of any Default or Event
of Default, an Officers’ Certificate setting forth the details of such Default or Event of Default, its status and the action
that the Company is taking or proposing to take in respect thereof.


 


Section
4.09.      Additional
Interest Notice. If Additional Interest is payable by
the Company pursuant to Section 6.03 or the Registration Rights Agreement, the Company shall deliver to the
Trustee at least ten (10) calendar days prior to the applicable payment date an Officers’ Certificate to that effect
stating (a) the amount of such Additional Interest that is payable and (b) the date on which such interest is
payable. Unless and until a Responsible Officer of the Trustee receives at the Corporate Trust Office such a certificate, the
Trustee may assume without inquiry that no such Additional Interest is payable. If the Company
has paid Additional Interest directly to the Persons entitled to them, the Company shall deliver to the Trustee promptly
following such payment an Officers’ Certificate setting forth the particulars of such payment.


 






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Section
4.10.      Covenant
to Take Certain Actions. Before taking any action which would
cause an adjustment to the Exchange Rate such that the Exchange Price per Common Share issuable upon exchange of the Notes would
be less than the par value of the Common Shares, the REIT shall take all corporate actions that may, in the opinion of its counsel,
be necessary so it may validly and legally issue Common Shares at such adjusted Exchange Rate.


 


ARTICLE
5

LISTS OF HOLDERS AND REPORTS BY THE COMPANY AND THE TRUSTEE


 


Section
5.01.      Lists
of Holders. The Company and the REIT covenant and agree that
they will furnish or cause to be furnished to the Trustee, semi-annually, not more than 10 days after each March 15 and September
15 in each year beginning with March 15, 2022, and at such other times as the Trustee may request in writing, within 30 days after
receipt by the Company 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 as of a date not more than 15 days (or such other date as the Trustee may reasonably request in order
to so provide any such notices) prior to the time such information is furnished, except that no such list need be furnished so
long as the Trustee is acting as Note Registrar.


 


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


 


ARTICLE
6

DEFAULTS AND REMEDIES


 


Section
6.01.      Events
of Default. Each of the following events shall be an “Event
of Default” with respect to the Notes:


 


(a)              
default in any payment of interest on any Note when due and payable, and the default continues for a period of 30 days;


 


(b)              
default in the payment of the principal of any Note (including the Fundamental Change Purchase Price) when due and payable
on the Maturity Date, upon required repurchase, upon declaration of acceleration or otherwise;


 


(c)              
default in the payment of the Redemption Price upon an Optional Redemption of the Notes under Article 16;


 






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(d)              
 failure by the Company to comply with its obligation to exchange the Notes in accordance with the terms of this Indenture
upon exercise of a Holder’s exchange right, and such default continues for five Business Days;


 


(e)              
failure by the Company to comply with its obligations under Article 11;


 


(f)               
failure by the Company to issue a notice in accordance with the provisions of Section 15.02(b) or notice of
a specified corporate transaction in accordance with the provisions of Section 14.01(b)(4) or Section 14.01(b)(5);


 


(g)              
failure by the Company for 60 days after written notice from the Trustee or the Holders of at least 25% in principal amount
of the Notes then outstanding (a copy of which notice, if given by Holders, must also be given to the Trustee) has been received
by the Company to comply with any of its other agreements contained in the Notes or this Indenture (other than a covenant or warranty
a default in whose performance or whose breach is elsewhere in this Section 6.01 specifically provided for or that is not
applicable to the Notes), which notice shall state that it is a “Notice of Default” hereunder;


 


(h)              
failure by the REIT or any of its Subsidiaries, including the Company, to pay beyond any applicable grace period, or the
acceleration of, indebtedness (other than Non-Recourse Indebtedness) of the Company or any of the Company’s Subsidiaries
in an aggregate amount greater than $40,000,000 (or its foreign currency equivalent at the time);


 


(i)                
a final judgment or judgments for the payment of $40,000,000 (or its foreign currency equivalent) or more (excluding any
amounts covered by insurance) in the aggregate rendered against the Company, the REIT or any of their Subsidiaries, which judgment
is not discharged, bonded, paid, waived or stayed within 60 days after (i) the date on which the right to appeal thereof has expired
if no such appeal has commenced, or (ii) the date on which all rights to appeal have been extinguished;


 


(j)                
the Company, the REIT or any Significant Subsidiary of the REIT shall commence a voluntary case or other proceeding seeking
the liquidation, reorganization or other relief with respect to the Company, the REIT or such Significant Subsidiary 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 Company, the REIT or such Significant Subsidiary or any substantial part
of the Company’s, the REIT’s or such Significant Subsidiary’s property, or shall consent 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 it,
or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due; or


 


(k)               an
involuntary case or other proceeding shall be commenced against the Company, the REIT or any Significant Subsidiary of the
REIT seeking liquidation, reorganization or other relief with respect to the Company, the REIT or such Significant Subsidiary
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 Company, the REIT or such Significant Subsidiary or
any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for
a period of 30 consecutive days.


 






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Section
6.02.      Acceleration;
Rescission and Annulment. 


 


(a)              
If one or more Events of Default shall have occurred and be continuing (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or governmental body), then, and in each and every such case
(other than an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company
or the REIT (and not solely with respect to a Significant Subsidiary of the REIT), unless the principal of all of the Notes shall
have already become due and payable, either the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes
then outstanding, by notice in writing to the Company (and to the Trustee if given by the Holders), may declare 100% of the principal
of, and accrued and unpaid interest, if any, on all the Notes to be due and payable immediately.


 


(b)              
If an Event of Default specified in Section 6.01(j) or Section 6.01(k) with respect to the Company or
the REIT (and not solely with respect to a Significant Subsidiary of the REIT) occurs and is continuing, the principal of, and
accrued and unpaid interest, if any, on all Notes shall be immediately due and payable.


 


Section
6.03.      Additional
Interest. Notwithstanding anything in this Indenture or in
the Notes to the contrary, to the extent the Company elects, the sole remedy for an Event of Default relating to the Company’s
failure to comply with its obligations as set forth in Section 4.06(b) (a “Reporting
Event of Default”) shall after the occurrence of such an Event of Default consist exclusively
of the right to receive additional interest (the “Additional Interest”) on
the Notes at a rate equal to (i) 0.25% per annum of the principal amount of the Notes outstanding the first 90 days of the 180-day
period on which such Event of Default is continuing beginning on, and including, the date on which such an Event of Default first
occurs and (ii) 0.50% per annum of the Outstanding principal amount of the Notes for the last 90 days of such 180-day period
as long as such Event of Default is continuing beginning on and including the 91st day after such Event of Default. If the Company
so elects, such Additional Interest shall be payable in the same manner and on the same dates as the stated interest payable on
the Notes and shall be in addition to, not in lieu of, any liquidated damages payable pursuant to the Registration Rights Agreement;
provided that in no event shall Additional Interest pursuant to this Section 6.03 and liquidated damages pursuant to the
Registration Rights Agreement accrue at a rate, in the aggregate, in excess of 0.50% per annum regardless of the number of events
or circumstances giving rise to the requirement to pay such Additional Interest pursuant to this Section 6.03 and/or liquidated
damages pursuant to the Registration Rights Agreement. On the 181st day after such Event of Default (if the Event of Default relating
to the Company’s failure to comply with its obligations as set forth in Section 4.06(b) is not cured or waived prior
to such 181st day), the Notes shall be immediately subject to acceleration as provided in Section 6.02. In the event the
Company does not elect to pay Additional Interest following an Event of Default in accordance with this Section 6.03
or the Company elects to make such payment but does not pay the Additional Interest when due, the Notes shall be immediately subject
to acceleration as provided in Section 6.02. 


 






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In order to elect to
pay the Additional Interest as the sole remedy during the first 180 days after the occurrence of a Reporting Event of Default,
the Company must notify all Holders of Notes, the Trustee and the Paying Agent of such election prior to the beginning of such
180-day period. Upon the Company’s failure to timely give such notice, the Notes will be immediately subject to acceleration
as provided in Section 6.02.


 


Section
6.04.      Payments
of Notes on Default; Suit Therefor. If an Event of Default
described in clause (a) or (b) of Section 6.01 shall have occurred, the Company shall, upon demand of the Trustee, pay to
the Trustee, for the benefit of the Holders of the Notes, the whole amount then due and payable on the Notes for principal and
interest, if any, with interest on any overdue principal and interest, if any, at the rate borne by the Notes at such time, and,
in addition thereto, such further amount as shall be sufficient to cover any amounts due to the Trustee under Section 7.06.
If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express
trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment
or final decree and may enforce the same against the Company or any other obligor upon the Notes and collect the moneys adjudged
or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon the Notes,
wherever situated. Until such demand by the Trustee, the Company may pay the principal and interest, if any, on the Notes to the
registered Holders, whether or not the Notes are overdue.


 


In the event
there shall be pending proceedings for the bankruptcy or for the reorganization of the Company or any other obligor on the
Notes under Title 11 of the United States Code, 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 Company or such other obligor, the property of the Company or such other obligor, or in the event of any other
judicial proceedings relative to the Company or such other obligor upon the Notes, or to the creditors or property of the
Company 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 6.04, 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 and accrued and unpaid interest, if any,
in respect of the Notes, and, in case of any judicial proceedings, to file such proofs of claim and other papers or documents
and to take such other actions as it may deem necessary or advisable in order to have the claims of the Trustee (including
any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee and its counsel) and of the
Holders allowed in such judicial proceedings relative to the Company 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 to the Trustee under Section 7.06; and
any receiver, assignee or trustee in bankruptcy or reorganization, liquidator, custodian or similar official is hereby
authorized by each of the Holders to make such payments to the Trustee, as administrative expenses, and, in the event that
the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for
reasonable compensation, expenses, advances and disbursements, including counsel fees, and including any other amounts due to
the Trustee under Section 7.06, 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 that 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.


 






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Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting such Holder or the rights of any Holder thereof, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.


 


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 and its 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.


 


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 any waiver pursuant to Section 6.09 or any rescission and annulment pursuant to Section 6.02 or for any other
reason or shall have been determined adversely to the Trustee, then and in every such case the Company, the REIT, the Holders and
the Trustee shall, subject to any determination in such proceeding, be restored respectively to their several positions and rights
hereunder, and all rights, remedies and powers of the Company, the REIT, the Holders and the Trustee shall continue as though no
such proceeding had been instituted.


 


Section
6.05.      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;


 


Second, in case
the principal of the outstanding Notes shall not have become due and be unpaid, to the payment of interest on, and any cash due
upon exchange of, the Notes in default in the order of the date due of the payments of such interest and cash due upon exchange,
as the case may be, with interest (to the extent that such interest has been collected by the Trustee) upon such overdue payments
at the rate borne by the Notes at such time, such payments to be made ratably to the Persons entitled thereto;


 






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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 (including, if applicable, the payment of the Redemption Price and the Fundamental Change Purchase Price and any cash
due upon exchange) then owing and unpaid upon the Notes for principal and interest, if any, with interest on the overdue principal
and, to the extent that such interest has been collected by the Trustee, upon overdue installments of interest at the rate borne
by the Notes at such time, 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 (including, if applicable, the Redemption Price and the Fundamental Change Purchase
Price and the cash due upon exchange) and interest without preference or priority of principal over interest, or of interest over
principal 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 (including, if applicable, the Redemption Price the Fundamental Change Purchase Price and any
cash due upon exchange) and accrued and unpaid interest; and


 


Fourth, to the
payment of the remainder, if any, to the Company.


 


Section
6.06.      Proceedings
by Holders. Except to enforce the right to receive payment
of principal (including, if applicable, the Redemption Price and the Fundamental Change Purchase Price) or interest when due, or
the right to receive payment or delivery of the consideration due upon exchange, no Holder of any Note shall have any right by
virtue of or by availing of any provision of this Indenture to institute any suit, action or proceeding in equity or at law upon
or under or with respect to this Indenture, or for the appointment of a receiver, trustee, liquidator, custodian or other similar
official, or for any other remedy hereunder, unless:


 


(a)              
such Holder previously shall have given to the Trustee written notice of an Event of Default and of the continuance thereof,
as herein provided;


 


(b)              
Holders of at least 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;


 


(c)              
such Holder or Holders shall have offered to the Trustee such indemnity or security reasonably satisfactory to it against
any costs, liabilities or expenses to be incurred in compliance with such request;


 


(d)              
the Trustee for 60 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


 


(e)              
during such 60-day period, no direction that is inconsistent with such written request shall have been given to the Trustee
by the Holders of a majority of the aggregate principal amount of the Notes then outstanding pursuant to Section 6.09,


 


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 shall have any right in any manner whatever by virtue of or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holder (it being understood that the Trustee does not have
an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holder), 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 (except as otherwise
provided herein). For the protection and enforcement of this Section 6.06, each and every Holder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.


 






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Notwithstanding any
other provision of this Indenture and any provision of any Note, the right of any Holder to receive payment or delivery, as the
case may be, of (x) the principal (including the Fundamental Change Purchase Price, the Redemption Price, if applicable) of, (y) accrued
and unpaid interest, if any, on, and (z) the consideration due upon exchange of, such Note, on or after the respective due dates
expressed or provided for in such Note or in this Indenture, or to institute suit for the enforcement of any such payment or delivery,
as the case may be, on or after such respective dates against the Company shall not be impaired or affected without the consent
of such Holder.


 


Section
6.07.      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 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
6.08.      Remedies
Cumulative and Continuing. Except as provided in the last
paragraph of Section 2.06, all powers and remedies given by this Article 6 to the Trustee or to the Holders 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 continuing Default or continuing Event of Default shall impair any such right
or power, or shall be construed to be a waiver of any such Default or Event of Default or any acquiescence therein; and, subject
to the provisions of Section 6.06, every power and remedy given by this Article 6 or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders.


 


Section
6.09.      Direction
of Proceedings and Waiver of Defaults by Majority of Holders.
The Holders of a majority of the aggregate principal amount of the Notes at the time outstanding determined in accordance
with Section 8.04 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 with respect to the Notes;
provided, however, that (a) such direction shall not be in conflict with any rule of law or with this Indenture, and (b)
the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. The Trustee
may refuse to follow any direction that it determines in good faith is unduly prejudicial to the rights of any other Holder
or that would involve the Trustee in personal liability. The Holders of a majority in aggregate principal amount of the Notes
at the time outstanding determined in accordance with Section 8.04 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 accrued and unpaid interest, if any, on, or the principal (including the Redemption Price or the
Fundamental Change Purchase Price) of, the Notes when due that has not been cured, (ii) a failure by the Company to pay or
deliver, as the case may be, the consideration due upon exchange of the Notes or (iii) a default in respect of a covenant or
provision hereof which under Article 10 cannot be modified or amended without the consent of each Holder of an
outstanding Note affected. Upon any such waiver, the Company, 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 6.09, said Default or Event of Default shall for all purposes of the Notes and this
Indenture be deemed to have been cured and to be not continuing; but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent thereon.


 






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Section
6.10.   Notice
of Defaults. The Trustee shall, within 90 days after a Responsible
Officer has received written notice of the occurrence and continuance of a Default, send to all Holders as the names and addresses
of such Holders appear upon the Note Register, notice of all such 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 a Default in the payment
of the principal of (including the Redemption Price and the Fundamental Change Purchase Price, if applicable), or accrued and unpaid
interest on, any of the Notes or a Default in the payment or delivery of the consideration due upon exchange, the Trustee shall
be protected in withholding such notice if and so long as the board of directors, the executive committee or 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
interests of the Holders.


 


Section
6.11.    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 6.11 (to the extent permitted by law) shall not apply to any suit instituted
by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Notes at the time outstanding determined in accordance with Section 8.04, or to any suit instituted by any
Holder for the enforcement of the payment of the principal of or accrued and unpaid interest, if any, on any Note (including, but
not limited to, the Fundamental Change Purchase Price with respect to the Notes being repurchased as provided in this Indenture)
on or after the due date expressed or provided for in such Note or to any suit for the enforcement of the right to exchange any
Note in accordance with the provisions of Article 14.


 






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ARTICLE
7







CONCERNING 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 that may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this Indenture. In the event an Event of Default has
occurred and is continuing, 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 its exercise, as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no
obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless
such Holders have offered to the Trustee indemnity or security reasonably satisfactory to it against all losses and expenses that
might be incurred by it in compliance with such request or direction.


 


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


 


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


 


(i)               the
duties and obligations of the Trustee shall be determined solely by the express provisions of this Indenture, 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 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 that 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 (but need not confirm or investigate the accuracy of any mathematical
calculations or other facts stated therein);


 


(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 it shall be proved that the Trustee was grossly 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 direction of the Holders of not less than a majority of the aggregate principal amount of the Notes at the time outstanding
determined as provided in Section 8.04 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;


 






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(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 7.01;


 


(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 Company or any Paying Agent or any records maintained by any co-Note
Registrar with respect to the Notes;


 


(f)               
in the absence of specific written investment direction from the Company, all cash received by the Trustee shall be placed
in a non-interest bearing trust account, and in no event shall the Trustee be liable for the selection of investments or for investment
losses incurred thereon or for losses incurred as a result of the liquidation of any such investment prior to its maturity date
or the failure of the party directing such investments prior to its maturity date or the failure of the party directing such investment
to provide timely written investment direction, and the Trustee shall have no obligation to invest or reinvest any amounts held
hereunder in the absence of such specific written investment direction from the Company; and


 


(g)              
in the event that the Trustee is also acting as Custodian, Note Registrar, Paying Agent, Exchange Agent or transfer agent
hereunder, the rights and protections afforded to the Trustee pursuant to this Article 7 shall also be afforded to such
Custodian, Note Registrar, Paying Agent, Exchange Agent or transfer agent.


 


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.


 


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


 


(a)              the
Trustee may conclusively rely and shall be fully protected in acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, note, coupon or other paper or document 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 Company 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 Trustees may
be evidenced to the Trustee by a copy thereof certified by the Secretary or an Assistant Secretary of the REIT or the Company;


 


(c)              the
Trustee may consult with counsel of its selection and require an Opinion of Counsel and any advice of such counsel 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 accordance with such advice or Opinion of Counsel;


 






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(d)              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,
in its discretion, 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 Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason
of such inquiry or investigation;


 


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


 


(f)              the
permissive rights of the Trustee enumerated herein shall not be construed as duties;


 


(g)              in
no event shall the Trustee be liable for any indirect, special, consequential or punitive 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;


 


(h)              the
Trustee shall not be charged with knowledge of any Default, Event of Default or any other default with respect to the Notes, unless
written notice from the Company or any Holder of the Notes of such Default or Event of Default shall have been received by a Responsible
Officer of the Trustee;


 


(i)              the
Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder;


 


(j)              the
Trustee may request that the Company deliver a certificate setting forth the names of individuals and/or titles of officers authorized
at such time to take specified actions pursuant to this Indenture; and


 


(k)              Unless
a Responsible Officer of the Trustee has received an Officer’s Certificate with respect thereto, the Trustee may assume
that no Additional Interest is owed on the Notes.


 


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 Company, 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 Company 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, Exchange Agents or Note Registrar May Own Notes.
The Trustee, any Paying Agent, any Exchange 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 the Trustee, Paying Agent, Exchange Agent or Note Registrar.


 






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Section
7.05.     Monies
and Common Shares to Be Held in Trust. All
monies and Common Shares received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes
for which they were received. Money and Common Shares held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no liability for interest on any money or Common Shares
received by it hereunder except as may be agreed from time to time by the Company and the Trustee.


 


Section
7.06.    Compensation
and Expenses of Trustee. The Company covenants and agrees
to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable 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 in writing between the Trustee and the Company, and the Company 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 in any capacity thereunder (including the reasonable compensation and
the expenses and disbursements of its counsel and of all Persons not regularly in its employ) except any such expense, disbursement
or advance as shall have been caused by its negligence, willful misconduct or bad faith. The Company also covenants to indemnify
the Trustee in any capacity under this Indenture and any other document or transaction entered into in connection herewith and
any authenticating agent for, and to hold them harmless against, any loss, claim, damage, liability or expense incurred without
negligence, willful misconduct or bad faith on the part of the Trustee, its officers, directors or employees, or such authenticating
agent, as the case may be, and arising out of or in connection with the acceptance or administration of this Indenture or in any
other capacity hereunder, including the reasonable costs and expenses of defending themselves against any claim of liability in
the premises. The obligations of the Company under this Section 7.06 to compensate or indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall be secured by a senior claim to which the Notes are hereby
made subordinate on all money or property held or collected by the Trustee, except, subject to the effect of Section 6.05,
funds held in trust herewith for the benefit of the Holders of particular Notes. The Trustee’s right to receive payment of
any amounts due under this Section 7.06 shall not be subordinate to any other liability or indebtedness of the Company.
The obligation of the Company under this Section 7.06 shall survive the satisfaction and discharge of this Indenture
and the earlier resignation or removal or the Trustee. The Company need not pay for any settlement made without its consent, which
consent shall not be unreasonably withheld. The indemnification provided in this Section 7.06 shall extend to the officers,
directors and employees of the Trustee.


 


Without prejudice to
any other rights available to the Trustee under applicable law, when the Trustee and any authenticating agent incur expenses or
render services after an Event of Default specified in Section 6.01(i) or Section 6.01(j) occurs, the expenses and
the compensation for the services are intended to constitute expenses of administration under any bankruptcy, insolvency or similar
laws.


 






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Section
7.07.    Officers’
Certificate as Evidence. Except as otherwise provided in
Section 7.01, 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 negligence,
willful misconduct and bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officers’
Certificate delivered to the Trustee, and such Officers’ Certificate, in the absence of negligence, willful misconduct and
bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken or omitted by it under the provisions
of this Indenture upon the faith thereof.


 


Section
7.08.    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. 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 7.08, 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 7.08, it shall resign
immediately in the manner and with the effect hereinafter specified in this Article 7.


 


Section
7.09.    Resignation
or Removal of Trustee. (a) The Trustee may at any time resign
by giving written notice of such resignation to the Company. Upon receiving such notice of resignation, the Company shall promptly
appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Trustees, 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 within 60 days, the resigning Trustee may, upon 10 Business Days’ notice
to the Company, petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor trustee,
or any Holder who has been a bona fide holder of a Note or Notes for at least six months may, subject to the provisions of Section
6.11, on behalf of himself or herself 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 cease to be eligible in accordance with the provisions of Section 7.08 and shall fail to resign after written
request therefor by the Company or by any such Holder, or


 


(ii)              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 either case, the Company may
by a Board Resolution remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by
order of the Board of Trustees, 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 6.11, any Holder who has been a bona fide holder of a Note
or Notes for at least six months may, on behalf of himself or herself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the 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.


 






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(c)              
The Holders of a majority in aggregate principal amount of the Notes at the time outstanding, as determined in accordance
with Section 8.04, may at any time remove the Trustee and nominate a successor trustee that shall be deemed appointed as
successor trustee unless within 10 days after notice to the Company of such nomination the Company objects thereto, in which case
the Trustee so removed or any Holder, upon the terms and conditions and otherwise as in Section 7.09(a) provided, may, at
the expense of the Company, petition any court of competent jurisdiction for an appointment of a successor trustee.


 


(d)              
Any resignation or removal of the Trustee and appointment of a successor trustee pursuant to any of the provisions of this
Section 7.09 shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10.


 


Section
7.10.     Acceptance
by Successor Trustee. Any successor trustee appointed as provided
in Section 7.09 shall execute, acknowledge and deliver to the Company 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 Company or of the successor trustee, the trustee ceasing to act shall, upon payment of any amounts then due it pursuant
to the provisions of Section 7.06, 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 Company 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 senior claim to which the Notes are hereby made subordinate on all money
or property 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.


 


No successor trustee
shall accept appointment as provided in this Section 7.10 unless at the time of such acceptance such successor trustee shall
be eligible under the provisions of Section 7.08.


 


Upon acceptance of
appointment by a successor trustee as provided in this Section 7.10, each of the Company and the successor trustee, at the
written direction and at the expense of the Company shall mail or cause to be mailed notice of the succession of such trustee hereunder
to the Holders at their addresses as they shall appear on the Note Register. If the Company fails to mail such notice within 10
days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Company.


 


Section
7.11.     Succession
by Merger, Etc. Any corporation or other
entity into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation or other
entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation or
other entity succeeding to all or substantially all of the corporate trust business of the Trustee (including
the administration of 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 or other
entity succeeding to all or substantially all of the corporate trust business of the Trustee such corporation or other entity
shall be eligible under the provisions of Section 7.08.


 






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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 an authenticating agent appointed by such successor
trustee may authenticate such Notes either in the name of any predecessor trustee hereunder or in the name of the successor trustee;
and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided
that the certificate of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of
any predecessor trustee or to authenticate Notes in the name of any predecessor trustee shall apply only to its successor or successors
by merger, conversion or consolidation.


 


ARTICLE
8

CONCERNING THE HOLDERS


 


Section
8.01.     Action
by Holders. Whenever in this Indenture it is provided that
the Holders of a specified percentage of the 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 by any instrument
or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing. Whenever
the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall
not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such
action. The record date if one is selected shall be not more than 15 days prior to the date of commencement of solicitation of
such action.


 


Section
8.02.     Proof
of Execution by Holders. Subject to the provisions of Section
7.01 and Section 7.02, proof of the execution of any instrument by a Holder 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 Note Register or by a certificate of the Note Registrar.


 






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Section
8.03.    Who
Are Deemed Absolute Owners. The Company, the Trustee, any
authenticating agent, any Paying Agent, any Exchange Agent and any Note Registrar may deem the Person in whose name a 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 Company or
any Note Registrar) for the purpose of receiving payment of or on account of the principal of and (subject to Section 2.03)
accrued and unpaid interest on such Note, for exchange of such Note and for all other purposes; and neither the Company
nor the Trustee nor any Paying Agent nor any Exchange Agent nor any Note Registrar shall be affected by any notice to the contrary.
All such payments or deliveries so made to any Holder for the time being, or upon its order, shall be valid, and, to the extent
of the sums or Common Shares so paid or delivered, effectual to satisfy and discharge the liability for monies payable or shares
deliverable upon any such Note. Notwithstanding anything to the contrary in this Indenture or the Notes following an Event of
Default, any Holder of a beneficial interest in a Global Note may directly enforce against the Company, without the consent, solicitation,
proxy, authorization or any other action of the Depositary or any other Person, such Holder’s right to exchange such beneficial
interest for a Note in certificated form in accordance with the provisions of this Indenture.


 


Section
8.04.     Company-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,
Notes that are owned by the Company, by the REIT, by any Subsidiary of the Company or the REIT or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the Company, the REIT or any Subsidiary of the Company
or the REIT 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 that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that 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 so act with respect to such Notes and that the pledgee is not the Company,
the REIT, a Subsidiary of the Company or the REIT or a Person directly or indirectly controlling or controlled by or under direct
or indirect common control with the Company, the REIT or any Subsidiary of the Company or the REIT. 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 Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Notes,
if any, known by the Company or the REIT to be owned or held by or for the account of any of the above-described Persons; and,
subject to Section 7.01, 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, of the taking of any action by the Holders of the
percentage of the aggregate principal amount of the Notes specified in this Indenture in connection with such action, any Holder
of a Note that 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,
revoke such action so far as 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 or upon registration of transfer thereof, irrespective of whether any notation in regard thereto is made
upon such Note or any Note issued in exchange or substitution therefor or upon registration of transfer thereof.


 



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ARTICLE
9







POSSIBLE FUTURE GUARANTOR


 


Section
9.01.      Possible
Future Guarantor.


 


The REIT will be required
to fully and unconditionally guarantee the due and punctual payment of the principal of, interest on and amount due upon exchange
of the Notes when due, whether on the Maturity Date, by declaration of acceleration, upon exchange of the Notes in accordance with
Article 14 hereof or call for redemption or purchase at the option of the Holders, on an unsecured and unsubordinated basis,
together with amounts owing to the Trustee, all as provided in this Article 9 if, and for so long as, it guarantees
the Credit Agreement. Such Guarantee would rank equally with other unsecured and unsubordinated obligations of the Company.


 


Section
9.02.     The
Guarantee.


 


(a)       Subject
to the provisions of Section 9.03, the provisions of this Section 9.02 shall be applicable at all times when the REIT is
required to guarantee the Notes in accordance with the provisions of Section 9.01.


 


(b)       The
REIT hereby irrevocably and unconditionally guarantees (the “Guarantee”) to each Holder of a Note and to the
Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes, the obligations
of the Company under this Indenture or the Notes or restrictions of any kind on the Company’s performance of its obligations
under this Indenture or the Notes, and waiving all rights of objection and defense arising from the Notes, that: (i) the principal
of, and interest on, the Notes will be punctually paid in full when due, whether on the Maturity Date or Interest Payment Date,
by acceleration, call for redemption, repurchase at the option of Holders or otherwise; (ii) all other obligations of the Company
to the Holders (including without limitation the delivery of amounts due upon exchange in accordance with the provisions of Article
14) or the Trustee under this Indenture or the Notes will be promptly paid or delivered in full, as the case may be, all in
accordance with the terms of this Indenture and the Notes; and (iii) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations thereunder, they will be paid or delivered in full when due in accordance with the
terms of the extension or renewal, whether on the Maturity Date or any Interest Payment Date, by acceleration, call for redemption,
repurchase at the option of holders, upon exchange or otherwise. Failing payment when due of any amount so guaranteed for whatever
reason, the REIT shall be obligated to pay the same before failure so to pay becomes an Event of Default with respect to Notes.
If the Company defaults in the payment of the principal of, interest on or amounts due upon exchange with respect to, the Notes
when and as the same shall become due, whether on the Maturity Date, any Interest Payment Date, by acceleration, upon exchange,
call for redemption, or otherwise, without the necessity of action by the Trustee or any Holder, the REIT shall be required to
promptly make such payment in full.


 






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(c)       The
REIT agrees that its obligations with regard to this Guarantee shall be as principal and not merely as surety and shall be
full, irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Notes or this
Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or
realize upon collateral, the recovery of any judgment against the Company, any action to enforce the same or any other
circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor. The REIT
hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the Company or right to require the prior
disposition of the assets of the Company to meet its obligations, protest, notice and all demands whatsoever and covenants
that this Guarantee will not be discharged except by complete performance of all obligations contained in the Notes and this
Indenture. The Guarantee is a guaranty of payment and not of collection. The obligations of the REIT under this Guarantee
will constitute direct, unsecured and unsubordinated obligations of the REIT and the REIT undertakes that its obligations
hereunder will rank pari passu with all other present or future direct, unsecured and unsubordinated obligations of the REIT,
save for such obligations as may be mandatorily preferred by law.


 


(d)       The
Guarantee shall continue in full force and effect by way of continuing security until all principal, interest, if any, and amounts
due on exchange have been paid or delivered in full and all other actual or contingent obligations of the Company in relation to
the Notes or under the Indenture have been satisfied in full. Notwithstanding the foregoing, if any payment received by any Holder
is, on the subsequent bankruptcy or insolvency of the Company, avoided under any applicable laws, including, among others, laws
relating to bankruptcy or insolvency, such payment will not be considered as having discharged or diminished the liability of the
REIT and the Guarantee will continue to apply as if such payment had at all times remained owing by the Company.


 


(e)        If
any Holder of Notes or the Trustee is required by any court or otherwise to return to any of the Company or the REIT, or any custodian,
trustee, or similar official acting in relation to any of the Company or the REIT, any amount paid by any of the Company or the
REIT to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and
effect. The REIT agrees that it will not be entitled to any right of subrogation in relation to the Holders of Notes in respect
of any obligations guaranteed hereby until payment in full of all obligations under the Notes. The REIT further agrees that, as
between it, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Section 6.02 for the purposes of the Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration as to the Company of the obligations so guaranteed, and (ii) in the event of
any acceleration of those obligations as provided in Section 6.02, those obligations (whether or not due and payable) will
forthwith become due and payable by the REIT with respect to Notes for purposes of the Guarantee.


 


(f)       The
REIT and by its acceptance of a Note issued hereunder each Holder hereby confirms that it is the intention of all such parties
that the Guarantee by the REIT set forth in this Section 9.02 not constitute a fraudulent transfer or conveyance for purpose
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 REIT hereby irrevocably agree that the obligations of the REIT
under the Guarantee set forth in this Section 9.02 shall be limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of REIT, result in the obligations of the REIT not constituting such a fraudulent transfer or
conveyance.


 






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(g)       It
is the intention of the parties that the obligations of the REIT shall be in, but not in excess of, the maximum amount permitted
by applicable law. Accordingly, if the obligations in respect of the Guarantee would be annulled, avoided or subordinated to the
creditors of the REIT by a court of competent jurisdiction in a proceeding actually pending before such court as a result of a
determination both that such Guarantee was made without fair consideration and, immediately after giving effect thereto, the REIT
was insolvent or unable to pay its debts as they mature or left with an unreasonably small capital, then the obligations of the
REIT under the Guarantee shall be reduced by such court if and to the extent such reduction would result in the avoidance of such
annulment, avoidance or subordination; provided, however, that any reduction pursuant to this paragraph shall be made in the smallest
amount as is strictly necessary to reach such result. For purposes of this paragraph, “fair consideration,” “insolvency,”
 “unable to pay its debts as they mature,” “unreasonably small capital” and the effective times of reductions,
if any, required by this paragraph shall be determined in accordance with applicable law.


 


(h)       If
the obligations of the REIT are reduced pursuant to Section 9.02(f) or 9.02(g) above, such reduction shall be applied
proportionately with respect to all Notes guaranteed under this Section 9.02, in accordance with the respective outstanding
principal amount of such Notes so guaranteed and being then due upon the acceleration of the payment of such Notes.


 


Section
9.03.     Termination
of Guarantee.


 


(a)              
If the REIT guarantees the Notes, the Guarantee will automatically and unconditionally terminate and be released and any
supplemental indenture, to the extent relating thereto, shall no longer have any effect, upon:


 


(1)              the
REIT no longer guaranteeing or otherwise being an obligor with respect to the Credit Agreement, provided that the foregoing provisions
of this clause (1) and any release of the REIT’s Guarantee pursuant to this clause (1) shall not limit the obligation
of the Company to guarantee the Notes at any time thereafter pursuant to this Article 9; or


 


(2)              discharge
of the Notes, as provided in Article 3 of this Indenture.


 


At the written request
and expense of the Company, the Trustee shall execute any documents reasonably required in order to evidence the release of the
REIT from its obligations under the Guarantee.


 


Section
9.04.    Evidence
of Guarantee. If the REIT is required to guarantee the Notes pursuant to
Section 9.01, the REIT will immediately be and become, automatically and without the execution or delivery of any supplemental
indenture or other instrument or other action by any person, a guarantor of the Notes and shall be subject to and bound by all
of the terms and provisions of this Article 9; provided, that the REIT shall execute and deliver a supplemental indenture
to this Indenture to evidence the Guarantee within 10 Business Days of the execution thereof. For so long as the REIT guarantees
the Notes, it agrees that it waives and will not in any manner whatsoever claim or take the benefit or advantage of any right of
reimbursement, indemnity or subrogation or any other rights against the Company as a result of any payment by the REIT under the
Guarantee until the Notes have been paid in full.


 






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ARTICLE
10







SUPPLEMENTAL INDENTURES


 


Section
10.01.  Supplemental
Indentures Without Consent of Holders. The Company, when authorized
by the resolutions of the Board of Trustees, and the Trustee, at the Company’s expense, may from time to time and at any
time enter into an indenture or indentures supplemental hereto for one or more of the following purposes:


 


(a)               to
conform the provisions of this Indenture or the Notes to the description thereof in the Offering Memorandum;


 


(b)               to
evidence the succession by a Successor Entity and to provide for the assumption by a Successor Entity of the Company’s or
the REIT’S obligations under the Indenture and the Notes, as applicable;


 


(c)               to
add guarantees with respect to the Notes;


 


(d)               to
secure the Notes;


 


(e)               to
add to the Company’s or the REIT’s covenants such further covenants, restrictions or conditions for the benefit of
the Holders (or any other holders) or to surrender any right or power conferred upon the Company or the REIT by the Indenture;


 


(f)               (i)
to cure any ambiguity, omission, defect or inconsistency in the Indenture or the Notes or (ii) to make any other change that
does not adversely affect the rights of any Holder in any material respect;


 


(g)               to
provide for a successor Trustee; or


 


(h)               to
comply with the Applicable Procedures of the Depositary.


 


Upon the written request
of the Company, the Trustee is hereby authorized to join with the Company and the REIT in the execution of any such supplemental
indenture, to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not
be obligated to, but may in its discretion, enter into any supplemental indenture that affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 


Any supplemental indenture
authorized by the provisions of this Section 10.01 may be executed by the Company, the REIT 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 10.02.


 


Section
10.02.  Supplemental
Indentures with Consent of Holders. With the consent (evidenced
as provided in Article 8) of the Holders of at least a majority of the aggregate principal amount of the Notes then outstanding
(determined in accordance with Article 8 and including, without limitation, consents obtained in connection with a repurchase
of, or tender or exchange offer for, Notes), the Company and the REIT, when authorized by the resolutions of the Board of Trustees
and the Trustee, at the Company’s expense, 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 of modifying in any manner the rights of the Holders; provided, however, that, without
the consent of each Holder of an outstanding Note affected, no such supplemental indenture shall:


 






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(a)              
reduce the percentage in aggregate principal amount of Notes outstanding necessary to waive any past Default or Event of
Default;


 


(b)              
reduce the rate of interest on any Note or change the time for payment of interest on any Note;


 


(c)              
make any change that adversely affects the registration rights of any Note;


 


(d)              
reduce the principal of any Note or change the Maturity Date;


 


(e)              
change the place or currency of payment on any Note;


 


(f)               
make any change that impairs or adversely affects the exchange rights of any Notes;


 


(g)              
reduce the Redemption Price or make any other change to the provisions of Article 16 that is materially adverse
to Holders in any way;


 


(h)              
reduce the Fundamental Change Purchase Price of any Note or amend or modify in any manner adverse to the rights of the Holders
of the Notes the Company’s obligation to pay the Fundamental Change Purchase Price, whether through an amendment or waiver
of provisions in the covenants, definitions related thereto or otherwise;


 


(i)                

impair the right of any Holder of Notes to receive payment of principal of, and interest, if any, on, its Notes, or the
right to receive payment of cash and, if applicable, Common Shares or other consideration, together with cash in lieu thereof in
respect of any fractional shares, due upon exchange of its Notes on or after the due dates therefor or to institute suit for the
enforcement of any such payment or delivery, as the case may be, with respect to such Holder’s Notes;


 


(j)                
modify the ranking provisions of the Indenture in a manner that is adverse to the rights of the Holders of the Notes; or


 


(k)              
make any change to the provisions of this Article 10 that requires each Holder’s consent or in the waiver provisions
in Section 6.09 if such change is adverse to the rights of Holders of the Notes.


 


It shall not be
necessary for any act or consent of Holders under this Section 10.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such act or consent shall approve the substance thereof. The Company
may, but shall not be obligated to, fix a record date for the purpose of determining the Persons entitled to consent to any
indenture supplemental hereto. If a record date is fixed, the Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that, unless such consent shall have become effective by virtue of the requisite
percentage having been obtained prior to the date which is 90 days after such record date, any such consent previously given
shall automatically and without further action by any Holder be canceled and of no further effect.


 






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Upon the written request
of the Company, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid and subject to Section
10.05, the Trustee shall join with the Company and the REIT 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.


 


Holders do not need
under this Section 10.02 to approve the particular form of any proposed supplemental indenture. It shall be sufficient if
such Holders approve the substance thereof. After any such supplemental indenture becomes effective, the Company shall send to
the Holders a notice briefly describing such supplemental indenture. However, the failure to give such notice to all the Holders,
or any defect in the notice, will not impair or affect the validity of the supplemental indenture.


 


Section
10.03.  Effect
of Supplemental Indentures. Upon the execution of any supplemental
indenture pursuant to the provisions of this Article 10, 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 Company, the REIT and the Holders 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
10.04.  Notation
on Notes. Notes authenticated and delivered after the execution
of any supplemental indenture pursuant to the provisions of this Article 10 may, at the Company’s expense, bear a
notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company or the Trustee
shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Board of Trustees, to any modification
of this Indenture contained in any such supplemental indenture may, at the Company’s expense, be prepared and executed by
the Company, authenticated upon receipt of a Company Order, by the Trustee (or an authenticating agent duly appointed by the Trustee
pursuant to Section 17.10) and delivered in exchange for the Notes then outstanding, upon surrender of such Notes then outstanding.


 


Section
10.05. Trustee
to Sign Amendments. The Trustee shall sign any amendment, supplement
or waiver authorized pursuant hereto if the amendment or supplement does not adversely affect the rights, duties, liabilities
or immunities of the Trustee. In executing any amendment, supplement or waiver, the Trustee shall receive and shall be fully protected
in relying upon, in addition to the documents required by Section 17.05, an Officers’ Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is authorized or permitted by this indenture.


 






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ARTICLE
11




CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE


 


Section
11.01.  Company
and REIT May Consolidate, Merge, etc., on Certain Terms. Subject
to the provisions of Section 11.02, neither the Company nor the REIT shall amalgamate or consolidate with, merge with or
into, or convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:


 


(a)               the
Company or the REIT, as the case may be, shall be the surviving Person or the resulting, surviving or transferee Person (the “Successor
Entity”), and if not the Company or the REIT, shall be an entity organized and existing under the laws of the United
States of America, any State thereof or the District of Columbia, and the Successor Entity (if not the Company or the REIT, as
the case may be) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory
to the Trustee, all of the obligations of the Company under the Notes and the Indenture as applicable to the Notes (and, if such
Successor Entity is not a corporation, then such Successor Entity will cause a corporate co-issuer organized and existing under
the laws of the United States of America, any State thereof or the District of Columbia to become a co-obligor on the Notes);
and


 


(b)               immediately
after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under the Indenture.


 


Section
11.02.  Successor
Entity to Be Substituted. In case of any such amalgamation,
consolidation, merger, conveyance, transfer or lease and upon the assumption by the Successor Entity, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal
of (including any Fundamental Change Purchase Price), the Redemption Price (if applicable) of, accrued and unpaid interest and
accrued and unpaid Additional Interest, if any, on all of the Notes, the due and punctual delivery or payment, as the case may
be, of any consideration due upon exchange of the Notes and the due and punctual performance of all of the covenants and conditions
of this Indenture to be performed by the Company and the REIT, such Successor Entity (if not the Company or the REIT) shall succeed
to and, shall be substituted for the Company or the REIT, as the case may be, and may exercise every right and power of, the Company
or the REIT, as the case may be, under the Indenture, with the same effect as if it had been named herein as the party of the
first part. Such Successor Entity, if a successor to the Company, thereupon may cause to be signed, and may issue either in its
own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed
by the Company and delivered to the Trustee; and, upon the order of such Successor Entity instead of the Company and subject to
all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause
to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company
to the Trustee for authentication, and any Notes that such Successor Entity thereafter shall cause to be signed and delivered
to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this
Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes
had been issued at the date of the execution hereof. In the event of any such amalgamation, consolidation, merger, conveyance
or transfer (but not in the case of a lease), the Person named as the “Company” in the first paragraph of this Indenture
(or any successor that shall thereafter have become such in the manner prescribed in this Article 11) may be dissolved,
wound up and liquidated at any time thereafter and, except in the case of a lease, such Person shall be released from its liabilities
as obligor and maker of the Notes and from its obligations under this Indenture, the Notes and the Registration Rights Agreement.


 






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In
case of any such amalgamation, consolidation, merger, 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
11.03.  Opinion
of Counsel to Be Given to Trustee. In the case of any such
amalgamation, merger, consolidation, conveyance, transfer or lease, the Trustee shall receive an Officers’ Certificate and
an Opinion of Counsel stating that any such amalgamation, consolidation, merger, conveyance, transfer or lease and any such assumption
and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with the
provisions of this Article 11.


 


ARTICLE
12

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS


 


Section
12.01.  Indenture
and Notes Solely Corporate Obligations. No recourse for the
payment of the principal of or accrued and unpaid interest on any Note, nor for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of the Company or the REIT in this Indenture or in
any supplemental indenture or in any Note, nor because of the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, partner, member, employee, agent, Officer or director or Subsidiary, as such, past, present or future,
of the Company or the REIT or of any successor Person, either directly or through the Company or the REIT (as the case may be)
or any successor Person, 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, including, without limitation, any such liability
of the REIT for the obligations of the Company hereunder or under any Note, 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
13

[RESERVED]


 


ARTICLE
14

EXCHANGE OF NOTES


 


Section
14.01.  Right
to Exchange. (a) Subject to and upon compliance with the
provisions of the Indenture, each Holder shall have the right, at such Holder’s option, to exchange its Notes, or any portion
of its Notes such that the principal amount that remains outstanding of each Note that is not exchanged in full equals $1,000
or an integral multiple of $1,000 in excess thereof, for the Settlement Amount determined in accordance with Section 14.03(a)
hereof, (x) prior to the Close of Business on the Business Day immediately preceding January 1, 2027, only upon satisfaction
of one or more of the conditions described in Section 14.01(b) hereof, and (y) on or after January 1, 2027, at
any time prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity Date.


 






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(b)           (1)       Prior
to the Close of Business on January 1, 2027, a Holder may surrender all or any portion of its Notes for exchange at any time during
any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter),
if the Last Reported Sale Price of Common Shares for at least 20 Trading Days (whether or not consecutive) during the period of
30 consecutive Trading Days ending on the last Trading Day of the immediately preceding calendar quarter is greater than or equal
to 130% of the applicable Exchange Price on each applicable Trading Day.


 


(2)       Prior
to the Close of Business on the Business Day immediately preceding January 1, 2027, a Holder may surrender all or any portion of
its Notes for exchange at any time during the five Business Day period after any 10 consecutive Trading Day period (the “Measurement
Period”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder
in accordance with the procedures set forth in this subsection (b)(2) for each Trading Day of the Measurement Period was less than
98% of the product of (x) the Last Reported Sale Price of the Common Shares and (y) the applicable Exchange Rate on each
such Trading Day. The Trading Prices shall be determined by the Bid Solicitation Agent pursuant to this subsection (b)(2) and the
definition of “Trading Price” set forth in this Indenture. The Company shall provide written notice to the Bid Solicitation
Agent (if other than the Company) of the three independent nationally recognized securities dealers selected by the Company in
accordance with the definition of Trading Price, along with the appropriate contact information for each. The Bid Solicitation
Agent (if other than the Company) shall have no obligation to determine the Trading Price per $1,000 principal amount of Notes
unless the Company has requested such determination; and the Company shall have no obligation to make such request (or, if the
Company is the Bid Solicitation Agent, the Company shall have no obligation to determine the Trading Price of the Notes) unless
a Holder of a Note provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would
be less than 98% of the product of (x) the Last Reported Sale Price of the Common Shares on such Trading Day and (y) the
applicable Exchange Rate on such Trading Day. At such time, the Company shall instruct the Bid Solicitation Agent (if other than
the Company) to determine or, if the Company is the Bid Solicitation Agent, the Company shall determine the Trading Price per $1,000
principal amount of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per
$1,000 principal amount of Notes for a Trading Day is greater than or equal to 98% of the product of (x) the Last Reported
Sale Price of the Common Shares on such Trading Day and (y) the applicable Exchange Rate on such Trading Day. Whenever the
condition to exchange set forth in this subsection (b)(2) has been met, the Company will so notify the Holders, the Trustee and
the Exchange Agent (if other than the Trustee). If, at any time after the condition to exchange set forth in this subsection (b)(2)
has been met, the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of (x) the
Last Reported Sale Price of the Common Shares and (y) the applicable Exchange Rate for such date, the Company will so notify
the Holders, the Trustee and the Exchange Agent (if other than the Trustee) promptly. The Company will initially act as Bid Solicitation
Agent.


 






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(3)       If
the Company calls any or all Notes for Optional Redemption pursuant to Article 16 hereof prior to the Close of Business
on the Business Day immediately preceding January 1, 2027, then a Holder may surrender all or any portion of its Notes for exchange
at any time prior to the Close of Business on the Scheduled Trading Day prior to the relevant Redemption Date, even if the Notes
are not otherwise exchangeable at such time. After that time, the right to exchange on account of the Company’s delivery
of a Redemption Notice shall expire, unless the Company defaults in the payment of the Redemption Price, in which case a Holder
of Notes may exchange its Notes until the Redemption Price has been paid or duly provided for.


 


(4)       If,
prior to the Close of Business on the Business Day immediately preceding January 1, 2027, the REIT elects to:


 


(A)       issue
to all or substantially all holders of the Common Shares any rights, options or warrants entitling them for a period of not more
than 45 calendar days after the announcement date of such issuance, to subscribe for or purchase shares of the Common Shares at
a price per share that is less than the average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading
Day period ending on, and including, the Trading Day immediately preceding the date of announcement of such issuance (taking into
account any consideration received by the Company as described in Section 14.04(b)); or


 


(B)       distribute
to all or substantially all holders of the Common Shares the Company’s assets, securities or rights to purchase the REIT’s
securities, which distribution has a per share value, as reasonably determined by the Board of Trustees, exceeding 10% of the Last
Reported Sale Price of the Common Shares on the Trading Day immediately preceding the date of announcement for such distribution,


 


then, in either
case, the Company must notify the Holders at least 45 Scheduled Trading Days prior to the Ex-Dividend Date for such issuance
or distribution. Once the Company has given such notice, Holders may surrender all or any portion of their Notes for exchange at
any time until the earlier of 5:00 p.m., New York City time, on the Business Day immediately preceding the Ex-Dividend Date
for such issuance or distribution and the Company’s announcement that such issuance or distribution will not take place,
even if the Notes are not otherwise exchangeable at such time. Holders of the Notes will not, however, have the right to exchange
pursuant to this subsection (b)(4) if they participate, at the same time and upon the same terms, as holders of Common Shares in
any of the transactions described above without having to exchange their Notes as if they held a number of shares of the Common
Shares equal to the applicable Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date
for such issuance or distribution multiplied by the principal amount (expressed in thousands) of Notes held by such holder on the Ex-Dividend Date
for such issuance or distribution.


 






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(5)       If
(A) a Fundamental Change or a Make-Whole Fundamental Change occurs prior to the Close of Business on the Business Day
immediately preceding January 1, 2027, regardless of whether a Holder has the right to require the Company to purchase the
Notes in accordance with the provisions of Article 15, or (B) the REIT is a party to a consolidation, merger,
binding share exchange, or transfer or lease of all or substantially all of its assets (other than a merger effected solely
to change the REIT’s jurisdiction of incorporation that does not otherwise constitute a Fundamental Change or a
Make-Whole Fundamental Change), in each case, pursuant to which the Common Shares would be exchanged into cash, securities or
other assets, all or any portion of a Holder’s Notes may be surrendered for exchange at any time from or after the
effective date of the transaction or event until 35 Trading Days after such effective date or, if such transaction or event
also constitutes a Fundamental Change, until the related Fundamental Change Purchase Date. The Company will notify the
Holders, the Trustee and the Exchange Agent (if other than the Trustee) no later than the effective date of such transaction
or event.


 


(c)           Notwithstanding
any other provision of the Notes or this Indenture, no Holder of Notes will be entitled to receive Common Shares following exchange
of such Notes to the extent that receipt of such Common Shares would cause such Holder to exceed the ownership limits contained
in the REIT’s declaration of trust, unless such Holder has been exempted from such limit in the Board of Trustees’
sole discretion in accordance with the REIT’s declaration of trust.


 


(d)           If
any delivery of Common Shares owed to a Holder upon exchange of Notes is not made, in whole or in part, as a result of the limitations
described in Section 14.01(c), the REIT’s obligation to make such delivery shall not be extinguished and the Company
shall deliver such shares as promptly as practicable after any such exchanging Holder gives notice to the Company that such delivery
would not result in a violation of the ownership limit contained in the REIT’s declaration of trust.


 


(e)           Neither
the Trustee nor the Exchange Agent shall be responsible for monitoring compliance with Section 14.01(c) or (d) and,
absent written direction from the Company to the contrary, may assume that any exchange complies with the limitations set forth
therein.


 


Section
14.02.  Exchange
Procedure.


 


(a)          
Settlement of Accrued Interest and Deemed Payment of Principal. If a Holder exchanges a Note, the Company will not
adjust the Exchange Rate to account for any accrued and unpaid interest on such Note and the Company’s delivery of cash and
the number of Common Shares into which a Note is exchangeable, together with any cash payment for any fractional Common Shares,
will be deemed to satisfy and discharge in full the Company’s obligation to pay the principal of, and accrued and unpaid
interest, if any, on, such Note to, but excluding, the Exchange Date; provided, however, that if a Holder exchanges a Note after
a Regular Record Date and prior to the Open of Business on the corresponding Interest Payment Date, the Company will still be obligated
to pay the interest due on such Interest Payment Date to the Holder of such Note on such Regular Record Date (provided the Holder
makes the interest payment upon exchange if so required by Section 14.02(h)).


 


As a result,
except as otherwise provided in the proviso to the immediately preceding sentence, any accrued and unpaid interest with
respect to an exchanged Note will be deemed to be paid in full rather than canceled, extinguished or forfeited. Upon an
exchange of Notes into into cash, and, if applicable, Common Shares, accrued and unpaid interest will be deemed to be paid
first out of the cash paid upon such exchange.


 






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(b)               Notices. Upon receipt of a Notice of Exchange (as contemplated below), the Exchange Agent shall promptly notify the
Company.


 


(c)               Settlement
Location. Each Note shall be exchangeable at the office of the Exchange Agent and, if applicable, in accordance with the Applicable
Procedures.


 


(d)               Notice. To exercise the exchange privilege with respect to a beneficial interest in a Global Note, the Holder must
complete the appropriate instruction form for exchange pursuant to the Depositary’s book-entry exchange program, furnish
appropriate endorsements and transfer documents if required by the Company or the Exchange Agent, and pay the funds, if any, required
by Section 14.02(h) and any taxes or duties if required pursuant to Section 14.02(i), and the Exchange Agent must
be informed of the exchange in accordance with the customary practice of the Depositary.


 


To exercise the exchange
privilege with respect to any Physical Notes, the Holder of such Physical Notes shall:


 


(1)       complete
and manually sign an exchange notice in the form set forth in the Form of Notice of Exchange (the “Notice of Exchange”)
or a facsimile of the Notice of Exchange;


 


(2)       deliver
the Notice of Exchange, which is irrevocable, and the Note to the Exchange Agent;


 


(3)       if
required, furnish appropriate endorsements and transfer documents;


 


(4)       if
required, make any payment required under Section 14.02(h); and


 


(5)       if
required, pay all transfer or similar taxes as set forth in Section 14.02(i).


 


If, upon exchange of
a Note, any Common Shares are to be issued to a person other than the Holder of such Note, the related Notice of Exchange shall
include such other person’s name and address.


 


If the Company calls
the Notes for redemption pursuant to Article 16, Holders may exchange their Notes at any time prior to the Close of Business
on the Scheduled Trading Day immediately preceding the Redemption Date. After that time, Holders will no longer have the right
to exchange their Notes on account of the Company’s delivery of the relevant Redemption Notice, unless the Company defaults
in the payment of the Redemption Price, in which case a Holder of the Notes may exchange its Notes until the Redemption Price has
been paid or duly provided for.


 


If a Note is subject
to a Fundamental Change Purchase Notice, such Note may not be exchanged unless such Fundamental Change Purchase Notice is withdrawn
in accordance with Section 15.04 prior to the relevant Fundamental Change Expiration Time.


 






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For any Note, the first
Business Day on which the Holder of such Note satisfies all of the applicable requirements set forth above with respect to such
Note and on which exchange of such Note is not otherwise prohibited under this Indenture shall be the “Exchange Date”
with respect to such Note.


 


Each exchange shall
be deemed to have been effected as to any such Notes (or portion thereof) surrendered for exchange at the Close of Business on
the applicable Exchange Date, and the Person in whose name the certificate for any Common Shares delivered upon exchange is registered
shall be treated as a stockholder of record as of the Close of Business on the last VWAP Trading Day of the relevant Observation
Period. In no event will a Holder be entitled to receive any dividend or other distribution with respect to any Common Shares issued
on exchange of such Holder’s Notes if the last VWAP Trading Day of the relevant Observation Period is after the Record Date
for such dividend or distribution.


 


Subject to the provisions
of Section 14.06(b) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the Settlement Amount due
in respect of its exchange obligation no later than the second Trading Day immediately following the last VWAP Trading Day of the
relevant Observation Period.


 


If any Common Shares
are due to exchanging Holders, the REIT shall issue or cause to be issued, and the Company shall deliver to such Holder, or such
Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary, as the case may be, for the full
number of Common Shares to which such Holder shall be entitled in satisfaction of the Company’s exchange obligation.


 


(e)               Endorsement. Any Notes surrendered for exchange shall, unless Common Shares issuable on exchange are to be issued
in the same name as the registration of such Notes, be duly endorsed by, or be accompanied by instruments of transfer in form satisfactory
to the Company duly executed by, the Holder or its duly authorized attorney.


 


(f)               Physical Notes. If any Notes in a denomination greater than $1,000 shall be surrendered for partial exchange, the
Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Notes so surrendered, without charge,
new Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Notes.


 


(g)               Global Notes. Upon the exchange of a beneficial interest in Global Notes, the Exchange Agent shall make a notation
in its records as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing
of any exchanges of Notes effected through any Exchange Agent other than the Trustee.


 


(h)               Interest
Due Upon Exchange. If a Holder exchanges a Note after the Close of Business on a Regular Record Date but prior to the
Open of Business on the Interest Payment Date corresponding to such Regular Record Date, such Holder must accompany such Note
with an amount of cash equal to the amount of interest that will be payable on such Note on the corresponding Interest
Payment Date (regardless of whether the exchanging Holder was the Holder of record on the corresponding Regular Record Date);
provided, however, that a Holder need not make such payment (1) if the Exchange Date follows the Regular Record Date
immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular Record
Date and on or prior to the corresponding Interest Payment Date; (3) if the Company has specified a Fundamental Change
Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (4) to the
extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Note. Therefore,
for the avoidance of doubt, all record Holders of Notes on the Regular Record Date immediately preceding the Maturity Date,
and any Redemption Date or Fundamental Change Purchase Date described in the preceding sentence will receive the full
interest payment due on the Maturity Date or other applicable Interest Payment Date regardless of whether their Notes have
been exchanged following such Regular Record Date.


 






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(i)               Taxes Due upon Exchange. If a Holder exchanges a Note, the Company will pay any documentary, stamp or similar issue
or transfer tax due on the issue of any Common Shares upon the exchange, unless the tax is due because the Holder requests that
any shares be issued in a name other than the Holder’s name, in which case the Holder will pay that tax.


 


Section
14.03.  Settlement Upon Exchange.


 


(a)              
Subject to this Section 14.03, Section 14.06(b) and Section 14.07(a), upon exchange
of any Note, the Company shall pay or deliver, as the case may be, to the exchanging Holder, in full satisfaction of its delivery
obligation upon exchange (the “Exchange Obligation”), cash up to the principal amount of the Note exchanged
and, if applicable in respect of any net shares due upon exchange (the “Net Shares”), cash, Common Shares or
a combination of cash and Common Shares, together with cash, if applicable, in lieu of delivering any fractional Common Share in
accordance with Section 14.03(b), at the Company’s election, as set forth in this Section 14.03 (each
such net share settlement method, a “Net Share Settlement Method”).


 


(1)              
All exchanges for which the relevant Exchange Date occurs on or after January 1, 2027 or occurs after the Company provides
a Redemption Notice and prior to the related Redemption Date shall be settled using the same Net Share Settlement Method (including
the same relative proportion of cash and/or Common Shares). Except for any exchanges for which the relevant Exchange Date occurs
on or after January 1, 2027 or on or after the Company provides a Redemption Notice and prior to the related Redemption Date, the
Company will use the same Net Share Settlement Method (including the same relative proportion of cash and/or Common Shares) for
all exchanges with the same Exchange Date, but the Company will not have any obligation to use the same Settlement Method with
respect to exchanges with different Exchange Dates.


 


(2)               If
the Company elects a Net Share Settlement Method, the Company shall deliver notice to Holders so exchanging through the
Exchange Agent of such Net Share Settlement Method the Company has selected no later than the Close of Business on the
Trading Day immediately following the related Exchange Date (or (x) in the case of any exchanges for which the relevant
Exchange Date occurs on or after January 1, 2027, no later than January 1, 2027 or (y) in the case of any exchanges after the
Company issues a Redemption Notice and prior to the related Redemption Date, in the Redemption Notice). If the Company does
not timely elect a Net Share Settlement Method, the Company shall no longer have the right to elect a Net Share Settlement
Method in respect of its Exchange Obligation and the Specified Dollar Amount per $1,000 principal amount of Notes shall be
equal to $1,000. If the Company has timely elected a Net Share Settlement Method in respect of any exchange but does not
timely notify the Exchange Agent of the Specified Dollar Amount per $1,000 principal amount of Notes, the Specified Dollar
Amount shall be deemed to be $1,000.


 






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(3)              
The cash, Common Shares or combination of cash and Common Shares payable or deliverable by the Company in respect of any
exchange of $1,000 principal amount of the Notes (the “Settlement Amount”) shall include (x) cash up to $1,000
and (y) cash or Common Shares or any combination of cash and Common Shares in respect of the Company’s obligation to deliver
the Net Shares, and shall be computed as follows:


 


(A)            
if the Company elects to pay solely cash in respect of the Net Shares, the Company shall pay to the exchanging Holder in
respect of each $1,000 principal amount of Notes being exchanged cash in an amount equal to the sum of the Daily Exchange Values
for each of the 40 consecutive VWAP Trading Days during the related Observation Period; and


 


(B)             
if the Company elects to deliver Common Shares in respect of some or all of the Net Shares, the Company shall pay or deliver,
as the case may be, to the exchanging Holder in respect of each $1,000 principal amount of Notes being exchanged a Settlement Amount
equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive VWAP Trading Days during the related Observation
Period (plus cash in lieu of any fractional Common Share issuable upon exchange).


 


(4)              
If more than one Note shall be surrendered for exchange at any one time by the same Holder, the Exchange Obligation with
respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof
to the extent permitted hereby) so surrendered.


 


(5)              
The Daily Settlement Amounts (if applicable) and the Daily Exchange Values (if applicable) shall be determined by the Company
promptly following the last VWAP Trading Day of the related Observation Period. Promptly after such determination of the Daily
Settlement Amounts or the Daily Exchange Values, as the case may be, and, if applicable, the amount of cash payable in lieu of
any fractional Common Share, the Company shall notify the Trustee and the Exchange Agent (if other than the Trustee) of the Daily
Settlement Amounts or the Daily Exchange Values, as the case may be, and, if applicable, the amount of cash payable in lieu of
fractional Common Shares. The Trustee and the Exchange Agent (if other than the Trustee) shall have no responsibility for any such
determination.


 


(b)               Fractional
Shares. The Company shall not issue any fractional Common Shares upon exchange of the Notes and shall instead pay cash in
lieu of any fractional Common Share issuable upon exchange in an amount based on the Daily VWAP on the last VWAP Trading Day
of the relevant Observation Period. For each Note surrendered for exchange, if the Company has elected (or is deemed to
elect) to deliver Common Shares in respect of some or all of the Net Shares, the full number of shares that shall be issued
upon exchange thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation
Period and, if applicable, any fractional share remaining after such computation shall be paid in cash.


 






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(c)               Notices. Whenever an Exchange Date occurs with respect to a Note, the Exchange Agent will, as promptly as
possible, and in no event later than the Business Day immediately following such Exchange Date, deliver to the Company and the
Trustee, if it is not then the Exchange Agent, notice that an Exchange Date has occurred, which notice will state such Exchange
Date, the principal amount of Notes exchanged on such Exchange Date and the names of the Holders that exchanged Notes on such Exchange
Date.


 


Section
14.04.  Adjustment
of Exchange Rate. The Exchange Rate will be adjusted as described
in this Section 14.04, except that the Company shall not make any adjustment to the Exchange Rate if Holders participate
(other than in the case of (x) a share split or share combination or (y) a tender or exchange offer), at the same time and upon
the same terms as holders of the Common Shares and as a result of holding the Notes, in any of the transactions described below
without having to exchange their Notes, as if they held a number of Common Shares equal to the applicable Exchange Rate, multiplied
by the principal amount (expressed in thousands) of Notes held by such Holder.


 


(a)              
If the REIT exclusively issues Common Shares as a dividend or distribution on all or substantially all Common Shares, or
if the REIT effects a share split or share combination, the Exchange Rate will be adjusted based on the following formula:


 


	ER1 = ER0 x  	
        OS1

	OS0


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date of such dividend or distribution, or immediately prior to the Open of Business on the effective date of such share split or combination, as applicable;
	 	 	 
	ER1	=	the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date or such effective date, as applicable;
	 	 	 
	OS0	=	the number of Common Shares outstanding immediately prior to the Open of Business on such Ex-Dividend Date or such effective date, as applicable, before giving effect to such dividend, distribution, share split or share combination, as applicable; and
	 	 	 
	OS1	=	the number of Common Shares outstanding immediately after giving effect to such dividend, distribution, share split or share combination, as applicable.


 


Any adjustment
made under this Section 14.04(a) shall become effective immediately after the Open of Business on the
Ex-Dividend Date for such dividend or distribution, or immediately after the Open of Business on the effective date for such
share split or share combination, as applicable. If any dividend or distribution of the type described in this Section 14.04(a) is
declared but not so paid or made, the Exchange Rate shall be immediately readjusted, effective as of the date the Board of
Trustees determines not to pay such dividend or distribution to the Exchange Rate that would then be in effect if such
dividend or distribution had not been declared.


 






    58


     


    

 


(b)              
If the REIT issues to all or substantially all holders of the Common Shares any rights, options or warrants (other than
rights issued pursuant to a stockholder rights plan prior to separation of the relevant rights) entitling them, for a period of
not more than 45 calendar days after the date of such issuance, to subscribe for or purchase Common Shares, at a price per share
that is less than the average of the Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day-period ending
on, and including, the Trading Day immediately preceding the date of announcement of such issuance, the Exchange Rate will be increased
based on the following formula:


 


	ER1 = ER0 x 	OS0 + X
	OS0 + Y


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such issuance;
	 	 	 
	ER1	=	the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date;
	 	 	 
	OS0	=	the number of Common Shares outstanding immediately prior to the Open of Business on such Ex-Dividend Date;
	 	 	 
	X	=	the total number of Common Shares issuable pursuant to such rights, options or warrants; and
	 	 	 
	Y	=	the number of Common Shares equal to the aggregate price payable to exercise such rights, options or warrants divided by the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day-period ending on, and including, the Trading Day immediately preceding the date of announcement of the issuance of such rights, options or warrants.


 


Any increase made under
this Section 14.04(b) will be made successively whenever any such rights, options or warrants are issued and shall
become effective immediately after the Open of Business on the Ex-Dividend Date for such issuance. To the extent that such rights,
options or warrants are not exercised prior to their expiration or Common Shares are not delivered upon the expiration of such
rights, options or warrants, the Exchange Rate shall be readjusted to the Exchange Rate that would then be in effect had the increase
with respect to the issuance of such rights, options or warrants been made on the basis of delivery of only the number of Common
Shares actually delivered. If such rights, options or warrants are not so issued, or if such rights, options or warrants are not
exercised prior to their expiration, the Exchange Rate shall be decreased to be the Exchange Rate that would then be in effect
if such Record Date for such issuance had not occurred.


 






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For purposes of this
Section 14.04(b) and Section 14.01(b)(4)(A), in determining whether any rights, options or warrants entitle
the holders of the Common Shares to subscribe for or purchase Common Shares at a price per share less than such average of the
Last Reported Sale Prices of the Common Shares for the 10 consecutive Trading Day-period ending on the Trading Day immediately
preceding the date of announcement for such issuance, and in determining the aggregate offering price of such Common Shares, there
shall be taken into account any consideration received by the REIT for such rights, options or warrants and any amount payable
on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined by the Board of Trustees.


 


(c)              
If the REIT distributes shares of its Capital Stock, evidences of its indebtedness, other assets or property of the REIT
or rights, options or warrants to acquire its Capital Stock or other securities, to all or substantially all holders of the Common
Shares, excluding: (1) dividends or distributions, rights, options or warrants as to which an adjustment was effected pursuant
to Section 14.04(a) or Section 14.04(b); (2) dividends or distributions paid exclusively in cash as to
which an adjustment was effected pursuant to Section 14.04(d); and (3) Spin-Offs as to which the provisions set forth
below in this Section 14.04(c) shall apply; then the Exchange Rate shall be increased based on the following formula:


 


	ER1 = ER0 x 	
        SP0

	SP0 – FMV


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such distribution;
	 	 	 
	ER1	=	the Exchange Rate in effect immediately after the Open of Business on such Ex-Dividend Date;
	 	 	 
	SP0	=	the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day-period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
	 	 	 
	FMV	=	the fair market value (as determined by the Board of Trustees in good faith) of the shares of the REIT’s Capital Stock, evidences of the REIT’s indebtedness, other assets, or property of the REIT or rights, options or warrants to acquire the REIT’s Capital Stock or other securities distributed with respect to each outstanding Common Share on the Ex-Dividend Date for such distribution.


 


If
 “FMV” (as defined above) is equal to or greater than the “SP0” (as defined above), in lieu
of the foregoing increase, each Holder of Notes shall receive, in respect of each $1,000 principal amount of Notes it
holds, at the same time and upon the same terms as holders of the Common Shares, the amount and kind of the REIT’s
Capital Stock, evidences of the REIT’s indebtedness, other assets or property of the REIT or rights, options or
warrants to acquire the REIT’s Capital Stock or other securities that such Holder would have received as if such Holder
owned a number of Common Shares equal to the Exchange Rate in effect on the Record Date for the distribution.


 






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Any increase made under
the portion of this Section 14.04(c) above will become effective immediately after the Open of Business on the
Ex-Dividend Date for such distribution. If such distribution is not so paid or made, the Exchange Rate shall be decreased to be
the Exchange Rate that would then be in effect if such dividend or distribution had not been declared.


 


With respect to an
adjustment pursuant to this Section 14.04(c) where there has been a payment of a dividend or other distribution
on the Common Shares of shares of Capital Stock of any class or series, or similar equity interest, of or relating to a Subsidiary
of the REIT or other business unit of the REIT, and such Capital Stock or similar equity interest is listed or quoted (or will
be listed or quoted upon the consummation of the distribution) on a United States national securities exchange (a “Spin-Off”),
the Exchange Rate will be increased based on the following formula:


 


	ER1 = ER0 x 	
        FMV0
        + MP0

	MP0


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the end of the Valuation Period (as defined below);
	 	 	 
	ER1	=	the Exchange Rate in effect immediately after the end of the Valuation Period;
	 	 	 
	FMV0	=	the average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of Common Shares applicable to one Common Share over the first 10 consecutive Trading Day-period after, and including, the Ex-Dividend Date of the Spin-Off (the “Valuation Period”); and
	 	 	 
	MP0	=	the average of the Last Reported Sale Prices of the Common Shares over the Valuation Period.


 


The increase in
the Exchange Rate made under the preceding paragraph of this Section 14.04(c) will be determined as of the
Close of Business on the last Trading Day of the Valuation Period, but will be given effect immediately after the Open of
Business on the Ex-Dividend Date of the Spin-Off; provided that in respect of any exchange of Notes, for any Trading Day that
falls within the relevant Observation Period for such exchange and within the Valuation Period, references within this Section 14.04(c) to
ten consecutive Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and
including the Ex-Dividend Date for such Spin-Off to, and including, such Trading Day in determining the applicable Exchange
Rate as of such Trading Day. If any dividend or distribution that constitutes a Spin-Off is declared but not so paid or made,
the Exchange Rate shall be immediately decreased, effective as of the date the Board of Trustees determines not to pay such
dividend or distribution, to the Exchange Rate that would then be in effect if such dividend or distribution had not been
declared or announced. For the avoidance of doubt, if the application of the foregoing formula would result in a decrease in
the Exchange Rate, no adjustment to the Exchange Rate will be made (other than with respect to the Company’s right to
readjust the Exchange Rate).


 






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For purposes of the
second adjustment set forth in this Section 14.04(c), (i) the Last Reported Sale Price of any Capital Stock or
similar equity interest shall be calculated in a manner analogous to that used to calculate the Last Reported Sale Price of the
Common Shares in the definition of “Last Reported Sale Price” set forth in Section 1.01, (ii) whether
a day is a Trading Day (and whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for such
Capital Stock or similar equity interest shall be determined in a manner analogous to that used to determine whether a day is a
Trading Day (or whether a day is a Scheduled Trading Day and whether a Market Disruption Event has occurred) for the Common Shares,
and (iii) whether a day is a Trading Day to be included in a Valuation Period will be determined based on whether a day is
a Trading Day for both the Common Shares and such Capital Stock or similar equity interest.


 


Subject to Section 14.10,
for the purposes of this Section 14.04(c), rights, options or warrants distributed by the REIT to all holders of Common
Shares entitling them to subscribe for or purchase shares of the REIT’s Capital Stock (either initially or under certain
circumstances), which rights, options or warrants, until the occurrence of a specified event or events (a “Trigger Event”):
(1) are deemed to be transferred with such Common Shares; (2) are not exercisable; and (3) are also issued in respect
of future issuances of Common Shares, shall be deemed not to have been distributed for purposes of this Section 14.04(c),
(and no adjustment to the Exchange Rate under this Section 14.04(c) will be required) until the occurrence of the earliest
Trigger Event, whereupon such rights, options or warrants shall be deemed to have been distributed and an appropriate adjustment
(if any is required) to the Exchange Rate shall be made under this Section 14.04(c). If any such right, option or warrant,
distributed prior to the Issue Date is subject to events, upon the occurrence of which such right, option or warrant becomes exercisable
to purchase different securities, evidences of indebtedness or other assets, then the date of the occurrence of any and each such
event shall be deemed to be the date of distribution and Ex-Dividend Date of such deemed distribution (in which case the original
right, option or warrant shall be deemed to terminate and expire on such date without exercise by any of the holders). In addition,
in the event of any distribution or deemed distribution of rights, options or warrants, or any Trigger Event or other event (of
the type described in the preceding sentence) with respect thereto that was counted for purposes of calculating a distribution
amount for which an adjustment to the Exchange Rate under this Section 14.04(c) was made, (1) in the case of any
such rights, options or warrants which shall all have been redeemed or purchased without exercise by any holders thereof, upon
such final redemption or purchase (x) the Exchange Rate shall be readjusted as if such rights, options or warrants had not
been issued and (y) the Exchange Rate shall then again be readjusted to give effect to such distribution, deemed distribution
or Trigger Event, as the case may be, as though it were a cash distribution, equal to the per share redemption or purchase price
received by holders of Common Shares with respect to such rights, options or warrants (assuming each such holder had retained such
rights, options or warrants), made to all holders of Common Shares as of the date of such redemption or purchase, and (2) in
the case of such rights, options or warrants which shall have expired or been terminated without exercise by any holders thereof,
the Exchange Rate shall be readjusted as if such rights and warrants had not been issued.


 






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For purposes of Section 14.04(a),
Section 14.04(b) and this Section 14.04(c), if any dividend or distribution to which this Section 14.04(c)
applies includes one or both of:


 


(A) a dividend or distribution
of Common Shares to which Section 14.04(a) also applies (the “Clause A Distribution”); or


 


(B) a dividend or distribution
of rights, options or warrants to which Section 14.04(b) also applies (the “Clause B Distribution”),
then (i) such dividend or distribution, other than the Clause A Distribution and the Clause B Distribution, shall be deemed
to be a dividend or distribution to which this Section 14.04(c) applies (the “Clause C Distribution”)
and any Exchange Rate adjustment required to be made under this Section 14.04(c) with respect to such Clause C
Distribution shall be made, (ii) the Clause B Distribution, if any, shall be deemed to immediately follow the Clause C Distribution
and any Exchange Rate adjustment required by Section 14.04(b) with respect thereto shall then be made, except that,
if determined by the Company, (A) the “Ex-Dividend Date” of the Clause B Distribution and the Clause A Distribution,
if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution and (B) any Common Shares included in the
Clause A Distribution or the Clause B Distribution shall not be deemed to be “outstanding immediately prior to the Open of
Business on such Ex-Dividend Date” within the meaning of Section 14.04(b), and (iii) the Clause A Distribution,
if any, shall be deemed to immediately follow the Clause C Distribution or the Clause B Distribution, as the case may be, except
that, if determined by the Company, (A) the “Ex-Dividend Date” of the Clause A Distribution and the Clause B
Distribution, if any, shall be deemed to be the Ex-Dividend Date of the Clause C Distribution, and (B) any Common Shares included
in the Clause A distribution shall not be deemed to be “outstanding immediately prior to the Open of Business on such Ex-Dividend
Date or such effective date” within the meaning of Section 14.04(a).


 


(d)              
If any cash dividend or distribution is made to all or substantially all holders of the Common Shares, to the extent that
the aggregate of all such cash dividends or distributions paid in any fiscal quarter exceeds the dividend threshold amount (the
 “DTA”), the Exchange Rate shall be adjusted based on the following formula:


 


	ER1 = ER0 x	
        SP0
        – DTA

	SP0 – C


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the Open of Business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	ER1	=	the Exchange Rate in effect immediately after the Open of Business on the Ex-Dividend Date for such dividend or distribution;
	 	 	 
	SP0	=	the Last Reported Sale Price of the Common Shares on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution;



 






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	DTA	=	The dividend threshold amount, which will initially be $0.17 per quarter; and
	 	 	 
	C	=	the amount in cash per share that the REIT distributes to holders of the Common Shares.


 


The
DTA is subject to adjustment on an inversely proportional basis whenever the Exchange Rate is adjusted other than adjustments made
pursuant to this Section 14.04(d). If an adjustment is required to be made as set forth in this Section 14.04(d)
as a result of a distribution that is not a regular quarterly dividend, the DTA will be deemed to be zero with respect to that
particular adjustment.


 


Any increase made pursuant
to this Section 14.04(d) shall become effective immediately after the Open of Business on the Ex-Dividend Date for such
dividend or distribution. If such dividend or distribution is not so paid, the Exchange Rate shall be decreased, effective as of
the date the Board of Trustees determines not to make or pay such dividend or distribution, to the Exchange Rate that would then
be in effect if such dividend or distribution had not been declared.


 


If “C”
(as defined above) is equal to or greater than “SP0” (as defined above), in lieu of the foregoing increase,
each Holder shall receive, for each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders
of the Common Shares, the amount of cash that such Holder would have received if such Holder had owned a number of Common Shares
equal to the Exchange Rate in effect on the Record Date for such cash dividend or distribution.


 


(e)              
If the REIT or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Shares,
to the extent that the cash and value of any other consideration included in the payment per Common Share exceeds the Last Reported
Sale Price of the Common Shares on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant
to such tender or exchange offer (the “Offer Expiration Date”), the Exchange Rate shall be adjusted based on
the following formula:


 


 


	ER1 = ER0 x 	AC + (SP1 x OS1)
	OS0 x SP1


where,


 


	ER0	=	the Exchange Rate in effect immediately prior to the Close of Business on the Offer Expiration Date;
	 	 	 
	ER1	=	the Exchange Rate in effect immediately after the Close of Business on the Offer Expiration Date;
	 	 	 
	AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Trustees) paid or payable for Common Shares purchased in such tender offer or exchange offer;



 






    64


     


    

 


	OS0	=	the number of Common Shares outstanding immediately prior to the expiration time of the tender or exchange offer on the Offer Expiration Date (prior to giving effect to the purchase of all shares accepted for purchase or exchange in such tender offer or exchange offer);
	 	 	 
	OS1	=	the number of Common Shares outstanding immediately after the expiration time of the tender or exchange offer on the Offer Expiration Date (after giving effect to the purchase of all shares accepted for purchase or exchange in such tender or exchange offer); and
	 	 	 
	SP1	=	the average of the Last Reported Sale Prices of the Common Shares over the 10 consecutive Trading Day-period commencing on, and including, the Trading Day next succeeding the Offer Expiration Date.


 


The adjustment to the
applicable Exchange Rate under the preceding paragraph of this Section 14.04(e) will be given effect at the Open of
Business on the Trading Day next succeeding the Offer Expiration Date. For purposes of determining the applicable Exchange Rate
in respect of any exchange of Notes, for any Trading Day that falls within the relevant Observation Period for such exchange and
within the 10 Trading Days immediately following, and including, the Trading Day next succeeding the Offer Expiration Date, references
within this Section 14.04(e) to “10” or “10th” shall be deemed replaced with such lesser number
of Trading Days as have elapsed between the Offer Expiration Date and such Trading Day in determining the Exchange Rate as of such
Trading Day.


 


(f)               
Except as stated herein, the Company shall not adjust the Exchange Rate for the issuance of Common Shares or any securities
convertible into or exchangeable for Common Shares or the right to purchase Common Shares or such convertible or exchangeable securities.


 


(g)              
Notwithstanding anything to the contrary in this Article 14, the Exchange Rate shall not be adjusted:


 


(i)           
on account of stock repurchases that are not tender offers referred to in Section 14.04(e), including structured
or derivative transactions, or transactions pursuant to a stock repurchase program approved by the Board of Trustees or otherwise;


 


(ii)           
upon the issuance of any Common Shares pursuant to any present or future plan providing for the reinvestment of dividends
or interest payable on the REIT’s securities and the investment of additional optional amounts in Common Shares under any
plan;


 


(iii)           
upon the issuance of any Common Shares or options or rights to purchase those shares pursuant to any present or future employee,
director or consultant benefit plan, program or agreement of or assumed by the REIT or any of its Subsidiaries;


 


(iv)           
upon the issuance of any Common Shares pursuant to any option, warrant, right or exercisable, exchangeable or convertible
security not described in the preceding clause (iii) and outstanding as of the date the Notes were first issued;


 


(v)           
for a change in the par value of the Common Shares;


 


(vi)           
for accrued and unpaid interest on the Notes, if any; or


 


(vii)           
 for an event otherwise requiring an adjustment under this Indenture if such event is not consummated.


 






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(h)              
All calculations and other determinations under this Article 14 shall be made by the Company and shall be made to
the nearest one-ten thousandth (1/10,000th) of a share.


 


(i)                
For purposes of this Section 14.04, the number of Common Shares at any time outstanding shall not include Common
Shares held in the treasury of the REIT or the Company so long as the REIT or the Company, as the case may be, does not pay any
dividend or make any distribution on Common Shares held in the treasury of the REIT or the Company, as the case may be, but shall
include Common Shares issuable in respect of scrip certificates issued in lieu of fractions of Common Shares.


 


(j)                
Whenever the Exchange Rate is adjusted as herein provided, the Company shall promptly file with the Trustee (and the Exchange
Agent if not the Trustee) an Officers’ Certificate setting forth the Exchange Rate after such adjustment and setting forth
a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received
such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Exchange Rate and
may assume without inquiry that the last Exchange Rate of which it has knowledge is still in effect.


 


Section
14.05.  Discretionary
and Voluntary Adjustments.


 


(a)              
Discretionary Adjustments. Whenever any provision of this Indenture requires the Company to calculate the Last Reported
Sale Prices over a span of multiple days, the Company will make appropriate adjustments to account for any adjustment to the Exchange
Rate that becomes effective, or any event requiring an adjustment to the Exchange Rate where the Effective Date, Ex-Dividend Date,
Record Date or Offer Expiration Date of the event occurs, at any time during the period when such Last Reported Sale Prices are
to be calculated.


 


(b)              
Voluntary Adjustments. To the extent permitted by applicable law and subject to the listing standards of The New
York Stock Exchange (if the REIT is then listed on The New York Stock Exchange), the Company is permitted to increase the Exchange
Rate of the Notes by any amount for a period of at least 20 Business Days if the Board of Trustees determines that such increase
would be in the Company’s best interest. Subject to the listing standards of The New York Stock Exchange (if the REIT is
then listed on The New York Stock Exchange), the Company may also (but is not required to) increase the Exchange Rate to avoid
or diminish income tax to holders of Common Shares or rights to purchase Common Shares in connection with a dividend or distribution
of shares (or rights to acquire shares) or similar event.


 


Section
14.06.  Increased
Exchange Rate Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes or Notices of Redemption.
(a) If the Effective Date of a Make-Whole Fundamental Change occurs prior to the Maturity Date or the Company gives a Redemption
Notice with respect to any or all of the Notes as provided for in Article 16 and, in each case, a Holder elects to exchange
its Notes in connection with such Make-Whole Fundamental Change or during the related Redemption Period, as the case may be, the
Company shall, under certain circumstances, increase the Exchange Rate for the Notes so surrendered for exchange by a number of
additional Common Shares (the “Additional Shares”),
as described in this Section 14.06. An exchange of Notes shall be deemed for these purposes to be “in connection
with” a Make-Whole Fundamental Change if the relevant Exchange Date occurs during the period from, and including, the Effective
Date of the Make-Whole Fundamental Change up to, and including, the Close of Business on the Business Day immediately prior to
the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental
Change but for the exclusion in section (i) of clause (2) of the definition thereof, the 35th Trading Day immediately
following the Effective Date of such Make-Whole Fundamental Change) (such period, the “Make-Whole
Fundamental Change Period”). An exchange of Notes will be deemed for these purposes to
be “in connection with” a Redemption Notice if the relevant Exchange Date occurs during the Redemption Period.


 






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(b)              
Upon surrender of Notes for exchange in connection with a Make-Whole Fundamental Change or during a Redemption Period, the
Company shall fulfill its Exchange Obligation in accordance with Section 14.02; provided, however, that if,
at the effective time of a Make-Whole Fundamental Change described in clause (2) of the definition of Fundamental Change,
the Reference Property following such Make-Whole Fundamental Change is composed entirely of cash, for any exchange of Notes following
the Effective Date of such Make-Whole Fundamental Change, the Exchange Obligation shall be calculated based solely on the Share
Price for the transaction and shall be deemed to be an amount of cash per $1,000 principal amount of exchanged Notes equal to the
Exchange Rate (including any adjustment for Additional Shares), multiplied by such Share Price. In such event,
the Exchange Obligation shall be paid to Holders in cash on the Business Day following the Exchange Date. The Company shall notify
the Holders of Notes of the Effective Date of any Make-Whole Fundamental Change no later than such Effective Date.


 


(c)              
The number of Additional Shares, if any, by which the Exchange Rate will be increased for a Holder that exchanges its Notes
in connection with a Make-Whole Fundamental Change or a Redemption Notice shall be determined by reference to the table below,
based on the date on which the Make-Whole Fundamental Change occurs or becomes effective or the date of the Redemption Notice (in
each case, the “Effective Date”) and the price (the “Share Price”) paid (or deemed to be
paid) per Common Share in the Make-Whole Fundamental Change or determined with respect to the Redemption Notice, as the case may
be. If the holders of the Common Shares receive in exchange for their Common Shares only cash in a Make-Whole Fundamental Change
described in clause (2) of the definition of Fundamental Change, the Share Price will be the cash amount paid per Common Share.
Otherwise, the Share Price will be the average of the Last Reported Sale Prices of the Common Shares over the five consecutive
Trading Day-period ending on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental
Change or the Redemption Notice, as the case may be. In the event an exchange in connection with a Redemption Notice would also
be deemed to be in connection with a Make-Whole Fundamental Change, a Holder of the Notes to be exchanged shall be entitled to
a single increase to the Exchange Rate with respect to the first to occur of (i) the applicable date of the Redemption Notice or
(ii) the Effective Date of the applicable Make-Whole Fundamental Change, and the later event will be deemed not to have occurred
for purposes of such exchanged Notes.


 


(d)               The
Share Prices set forth in the column headings of the table below shall be adjusted as of any date on which the Exchange Rate
of the Notes is otherwise required to be adjusted. The adjusted Share Prices shall equal the Share Prices applicable
immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Exchange Rate
immediately prior to such adjustment giving rise to the Share Price adjustment and the denominator of which is the Exchange
Rate as so adjusted. The number of Additional Shares set forth in such table shall be adjusted in the same manner and at the
same time as the Exchange Rate is required to be adjusted as set forth in Section 14.04.


 






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(e)              
The following table sets forth the number of Additional Shares by which the Exchange Rate shall be increased per $1,000
principal amount of Notes pursuant to this Section 14.06 for each Share Price and Effective Date set forth below:


 


	 	 	Share Price	 
	Effective Date	 	$20.17	 	 	$22.00	 	 	$24.00	 	 	$25.21	 	 	$27.00	 	 	$30.00	 	 	$32.78	 	 	$35.00	 	 	$40.00	 
	March 17, 2021	 	 	9.9157	 	 	 	7.4127	 	 	 	5.3129	 	 	 	4.2975	 	 	 	3.0767	 	 	 	1.6227	 	 	 	0.7694	 	 	 	0.3440	 	 	 	0.0000	 
	April 1, 2022	 	 	9.9157	 	 	 	7.3418	 	 	 	5.2213	 	 	 	4.2003	 	 	 	2.9800	 	 	 	1.5400	 	 	 	0.7084	 	 	 	0.3026	 	 	 	0.0000	 
	April 1, 2023	 	 	9.9157	 	 	 	7.2027	 	 	 	5.0592	 	 	 	4.0353	 	 	 	2.8207	 	 	 	1.4097	 	 	 	0.6159	 	 	 	0.2423	 	 	 	0.0000	 
	April 1, 2024	 	 	9.9157	 	 	 	7.0586	 	 	 	4.8696	 	 	 	3.8346	 	 	 	2.6215	 	 	 	1.2437	 	 	 	0.4991	 	 	 	0.1691	 	 	 	0.0000	 
	April 1, 2025	 	 	9.9157	 	 	 	6.9005	 	 	 	4.6192	 	 	 	3.5589	 	 	 	2.3404	 	 	 	1.0117	 	 	 	0.3441	 	 	 	0.0820	 	 	 	0.0000	 
	April 1, 2026	 	 	9.9157	 	 	 	6.5300	 	 	 	4.0596	 	 	 	2.9564	 	 	 	1.7530	 	 	 	0.5793	 	 	 	0.1086	 	 	 	0.0000	 	 	 	0.0000	 
	April 1, 2027	 	 	9.9157	 	 	 	5.7918	 	 	 	2.0038	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 	 	 	0.0000	 





 


The exact Share Prices
and Effective Dates may not be set forth in the table above, in which case:


 


(i)                
If the Share Price is between two Share Prices in the table or the Effective Date is between two Effective Dates in the
table, the number of Additional Shares by which the Exchange Rate will be increased shall be determined by a straight-line interpolation
between the number of Additional Shares set forth for the next higher and next lower Share Prices and the earlier and later Effective
Dates, as applicable, based on a 365-day year.


 


(ii)             
If the Share Price is greater than $20.17 per share (subject to adjustment in the same manner as the Share Prices set forth
in the column headings of the table above pursuant to Section 14.06(d) hereof), the Exchange Rate shall not be increased.


 


(iii)           
If the Share Price is less than $40.00 per share (subject to adjustments in the same manner as the Share Prices set forth
in the column headings of the table above pursuant to Section 14.06(d) hereof), the Exchange Rate shall not be increased.


 


Notwithstanding the
foregoing, in no event will the Exchange Rate be increased on account of a Make-Whole Fundamental Change to exceed 49.5785 Common
Shares per $1,000 principal amount of Notes, subject to adjustments in the same manner as the Exchange Rate is required to be adjusted
as set forth in Section 14.04 hereof.


 



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Section
14.07.  Effect of Recapitalizations,
Reclassifications and Changes of the Common Shares.


 


(a)              
In the case of:


 


(i)           
any recapitalization, reclassification or change of the Common Shares (other than a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a split, subdivision or combination for which an adjustment
was made pursuant to Section 14.04(a));


 


(ii)           
any consolidation, merger or combination involving the Company or the REIT;


 


(iii)           
any sale, lease or other transfer to a third party of the consolidated assets of the Company and its Subsidiaries substantially
as an entirety; or


 


(iv)           
any statutory share exchange involving the REIT;


 


in each case,
as a result of which the Common Shares would be converted into, or exchanged for, stock, other securities, other property or assets
(including cash or any combination thereof) (any such event, a “Merger Event” and any such stock, other securities,
other property or assets (including cash or any combination thereof), “Reference Property”) then the Company,
the REIT or the successor or purchasing entity, as the case may be, will execute with the Trustee a supplemental indenture providing
that, at and after the effective time of such Merger Event, the right to exchange each $1,000 principal amount of Notes based on
a number of Common Shares equal to the applicable Exchange Rate will, without the consent of the Holders, be changed into a right
to exchange each $1,000 principal amount of Notes based on a number of Units of Reference Property equal to the applicable Exchange
Rate and, prior to or at the effective time of such Merger Event, the Company or the successor or purchasing person, as the case
may be, shall execute with the Trustee a supplemental indenture providing for such change in the right to exchange each $1,000
principal amount of Notes. However, at and after the effective time of such Merger Event:


 


(A)       the
Company shall continue to have the right to determine the form of consideration to be paid or delivered, as the case may be, in
respect of its Net Share obligation upon exchange of Notes in accordance with Section 14.03; and


 


(B)       (i)
any amount payable in cash upon exchange of the Notes in accordance with Section 14.03 shall continue to be
payable in cash, (ii) any Common Shares that the Company would have been required to deliver upon exchange of the Notes
in accordance with Section 14.03 shall instead be deliverable in the type and amount of Reference Property that a
holder of that number of Common Shares would have received in such Merger Event and (iii) the Daily VWAP shall be
calculated based on the value of a unit of Reference Property that a holder of one Common Share would have received in such
Merger Event; provided, however, that if the holders of Common Shares receive only cash in such Merger Event, then
for all exchanges that occur after the effective date of such Merger Event (x) the consideration due upon exchange of
each $1,000 principal aggregate amount of Notes shall be solely cash in an amount equal to the Exchange Rate in effect on the
Exchange Date (as may be increased by any Additional Shares pursuant to Section 14.06), multiplied by the Share Price in
such Merger Event and (y) settlement will occur on the second Business Day immediately following the Exchange Date.


 






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If
the Merger Event causes the Common Shares to be converted into, or exchanged for, the right to receive more than a single type
of consideration (determined based in part upon any form of shareholder election), the amount and type of Reference Property that
a holder of Common Shares would have been entitled to receive in such Merger Event (and for which the Notes will be exchangeable)
will be deemed to be the weighted average of the types and amounts of consideration actually received by the holders of Common
Shares. The Company shall notify, in writing, the Holders, the Trustee and the Exchange Agent (if other than the Trustee) of the
weighted average as soon as practicable after such determination is made.


 


The Company shall not
become a party to any Merger Event unless its terms are consistent with this Section 14.07. Such supplemental indenture
described in the second immediately preceding paragraph shall provide for adjustments which shall be as nearly equivalent to the
adjustments provided for in this Article 14 in the judgment of the Board of Trustees or the board of directors of the
successor person. If, in the case of any such Merger Event, the Reference Property receivable thereupon by a holder of Common Shares
includes shares of stock, securities or other property or assets (including cash or any combination thereof) of a person other
than the successor or purchasing person, as the case may be, in such Merger Event, then such supplemental indenture shall also
be executed by such other person.


 


(b)             
The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Holder, at the address
of such Holder as it appears on the register of the Notes maintained by the Note Registrar, within 20 days after execution
thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture. The above provisions
of this Section 14.07 shall similarly apply to successive Merger Events.


 


(c)              
If the Notes become exchangeable into Reference Property, the Company shall notify the Trustee and issue a press release
containing the relevant information, disclose the relevant information in a Current Report on Form 8-K or post such information
on the Company’s website.


 


(d)              
In connection with any Merger Event, the DTA will subject to adjustment as described in clause (1), clause (2) or clause
(3) below, as the case may be.


 


(1)              
In the case of a Merger Event in which the Reference Property is composed entirely of shares of common stock (the “Merger
Event Common Stock”), the DTA at and after the effective time of such Merger Event will be equal to (x) the DTA
immediately prior to the effective time of such Merger Event, divided by (y) the number of shares of Merger Event Common Stock
that a holder of one Common Share would receive in such Merger Event (such quotient rounded down to nearest cent).


 






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(2)               
In the case of a Merger Event in which the Reference Property is composed in part of shares of Merger Event Common Stock, the
DTA at and after the effective time of such Merger Event will be equal to (x) the DTA immediately prior to the effective
time of such Merger Event, multiplied by (y) the Valuation Percentage for such Merger Event (such quotient rounded down
to the nearest cent).


 


(3)              
For the avoidance of doubt, in the case of a Merger Event in which the Reference Property is composed entirely of consideration
other than shares of common stock, the DTA at and after the effective time of such Reorganization Event will be equal to zero.


 


(e)              
For purposes of subsection (d) of this Section 14.07, the following terms shall have the following meanings:


 


(1)       The
 “Valuation Percentage” for any Merger Event shall be equal to (x) the arithmetic average of the Last Reported
Sale Prices of one share of such Merger Event Common Stock over the relevant Merger Event Valuation Period (determined as if references
to “Common Shares” in the definition of “Last Reported Sale Price” were references to the “Merger
Event Common Stock” for such Merger Event), divided by (y) the arithmetic average of the Last Reported Sale Prices of
one Common Share over the relevant Merger Event Valuation Period.


 


(2)       The
 “Merger Event Valuation Period” for any Merger Event means the five consecutive Trading Day period immediately
preceding, but excluding, the effective date for such Merger Event.


 


Section
14.08.  Certain
Covenants. (a)  The REIT covenants that all Common Shares
that may be issued upon exchange of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued,
fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those
created by the Holder or due to a change in registered owner).


 


(b)              
The REIT covenants that, if any Common Shares to be provided for the purpose of exchange of Notes hereunder require registration
with or approval of any governmental authority under any federal or state law before such Common Shares may be validly issued upon
exchange, the REIT will, to the extent then permitted by the rules and interpretations of the Commission, secure such registration
or approval, as the case may be.


 


(c)              
The REIT further covenants that it shall list or cause to have quoted any Common Shares to be issued upon exchange of the
Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Shares are then listed
or quoted.


 


(d)              
To the extent necessary to satisfy its obligations under this Indenture, prior to issuing any Common Shares, the REIT will
reserve out of its authorized but unissued Common Shares a sufficient number of Common Shares to permit the exchange of the Notes.


 


(e)              
The REIT shall provide, free from preemptive rights, out of its authorized but unissued shares or shares held in treasury,
sufficient Common Shares to provide for exchange of the Notes from time to time as such Notes are presented for exchange (assuming
that at the time of computation of such number of shares, all such Notes would be exchanged by a single Holder).


 






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Section
14.09.  Responsibility of Trustee.
The Trustee and any Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine
or calculate the Exchange Rate, to determine whether any facts exist which may require any adjustment of the Exchange Rate, to
confirm the accuracy of any such adjustment when made or the appropriateness of the method employed, or herein or in any supplemental
indenture provided to be employed, in making the same or to make any determinations with respect to the ownership limit in the
REIT’s declaration of trust. The Trustee and any other Exchange Agent shall not be accountable with respect to the validity
or value (or the kind or amount) of any Common Shares or of any other securities or property that may at any time be issued or
delivered upon the exchange of any Notes; and the Trustee and the Exchange Agent make no representations with respect thereto.
Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Company to issue, transfer or deliver any
Common Shares or stock certificates or other securities or property or cash upon the surrender of any Notes for the purpose of
exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 14.
The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be
compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, including its capacity as Exchange Agent.


 


Section
14.10.  Poison
Pill. Whenever a Holder exchanges a Note, to the extent that
the REIT has a rights plan in effect, the Holder exchanging such Note will receive, in addition to any Common Shares otherwise
received in connection with such exchange, the rights under the rights plan unless the rights have separated from the Common Shares,
in which case, and only in such case, the Exchange Rate will be adjusted at the time of separation as if the REIT distributed to
all holders of the Common Shares, shares of Capital Stock, evidences of indebtedness, assets, property, rights, options or warrants
as described in Section 14.04(c), subject to readjustment in the event of the expiration, termination or redemption of such
rights.


 


Section
14.11.  Ownership
Limit. Notwithstanding any other provision of the Notes, no
Holders of Notes shall be entitled to exchange such Notes for Common Shares to the extent that receipt of such shares would cause
such Holder (or any other Person) to exceed the ownership limit contained in Article VII of the Articles of Amendment and Restatement
of Declaration of Trust dated as of June 26, 2014, filed with the State Department of Assessments and Taxation of Maryland, as
amended to the date hereof and as may be further amended, supplemented or restated from time to time. The Trustee shall have no
obligation for monitoring ownership limits upon the transfer or exchange of Notes.


 


Section
14.12.  Deferral
of Adjustments. Notwithstanding anything to the contrary herein,
the Company will not be required to adjust the Exchange Rate unless such adjustment would require an increase or decrease of at
least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward
and taken into account in any subsequent adjustment, and provided, further, that any such adjustment of less than one percent that
has not been made shall be made upon the occurrence of (i) the Effective Date for any Make-Whole Fundamental Change; (ii) the
Company’s giving of a Redemption Notice pursuant to Article 16; and (iii) any exchange of Notes. In addition,
the Company shall not account for such deferrals when determining whether any of the conditions to exchange have been satisfied
or what number of Common Shares a Holder would have held on a given day had it exchanged its Notes. 


 






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Section
14.13.  Limitation on Adjustments.
Except as stated in Section 14.04, the Company will not adjust the Exchange Rate for the issuance of shares of Common
Shares or any securities convertible into or exchangeable for shares of Common Shares or the right to purchase Common Shares or
such convertible or exchangeable securities. If, however, the application of the formulas in Sections 14.04(a) through
(e) would result in a decrease in the Exchange Rate, then, except to the extent of any readjustment to the Exchange
Rate, no adjustment to the Exchange Rate will be made (other than as a result of a reverse share split, share combination or readjustment).


 


Section
14.14.  Notice
to Holders. i) The
Notice to Holders Prior to Certain Actions. The Company shall deliver notices of the events specified
below at the times specified below and containing the information specified below unless, in each case, (i) pursuant to the Indenture,
the Company is already required to deliver notice of such event containing at least the information specified below at an earlier
time or, (ii) the Company, at the time it is required to deliver a notice, does not have knowledge of all of the information required
to be included in such notice, in which case, the Company shall (A) deliver notice at such time containing only the information
that it has knowledge of at such time (if it has knowledge of any such information at such time), and (B) promptly upon obtaining
knowledge of any such information not already included in a notice delivered by the Company, deliver notice to each Holder containing
such information. In each case, the failure by the Company to give such notice, or any defect therein, shall not affect the legality
or validity of such event.


 


(i)                
Issuances, Distributions, and Dividends and Distributions. If the Company or the REIT: (A) announces any issuance
of any rights, options or warrants that would require an adjustment in the Exchange Rate pursuant to Section 14.04(b); (B)
authorizes any distribution that would require an adjustment in the Exchange Rate pursuant to Section 14.04(c) hereof (including
any separation of rights from the Common Shares described in Section 14.10); or (C) announces any dividend or distribution
that would require an adjustment in the Exchange Rate pursuant to Section 14.04(d), then the Company shall deliver to the
Holders, as promptly as possible, but in any event at least 15 calendar days prior to the applicable Ex-Dividend Date, notice describing
such issuance, distribution, dividend or distribution, as the case may be, and stating the expected Ex-Dividend Date and Record
Date for such issuance, distribution, dividend or distribution, as the case may be. In addition, the Company shall deliver to the
Holders notice if the consideration included in such issuance, distribution, dividend or distribution, or the Ex-Dividend Date
or Record Date of such issuance, distribution, dividend or distribution, as the case may be, changes.


 


(ii)             
Voluntary Increases. If the Company increases the Exchange Rate pursuant to Section 14.05(b), the Company shall deliver
notice to the Holders at least 15 calendar days prior to the date on which such increase will become effective, which notice shall
state the date on which such increased will become effective and the amount by which the Exchange Rate will be increased.


 


(iii)            Dissolutions,
Liquidations and Winding-Ups. If there is a voluntary or involuntary dissolution, liquidation or winding-up of the
Company or the REIT, the Company shall deliver notice to the Holders as promptly as possible, but in any event at least 15
calendar days prior to the earlier of (i) the date on which such dissolution, liquidation or winding-up, as the case may be,
is expected to become effective or occur, and (ii) the date as of which it is expected that holders of Common Shares of
record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such dissolution,
liquidation or winding-up, as the case may be, which notice shall state the expected effective date and Record Date for such
event, as applicable, and the amount and kind of property that a holder of one Common Share is expected to be entitled, or
may elect, to receive in such event. The Company shall deliver an additional notice to holders, as promptly as practicable,
whenever the expected effective date or Record Date, as applicable, or the amount and kind of property that a holder of one
Common Share is expected to be entitled to receive in such event, changes.


 






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(b)              
Notices After Certain Actions and Events. Whenever an adjustment to the Exchange Rate becomes effective pursuant
to Section 14.04, 14.05 or 14.06 hereof, the Company will (i) file with the Trustee an Officers’
Certificate stating that such adjustment has become effective, the Exchange Rate, and the manner in which the adjustment was computed
and (ii) deliver notice to the Holders stating that such adjustment has become effective and the Exchange Rate or exchange privilege
as adjusted. Failure to give any such notice, or any defect therein, shall not affect the validity of any such adjustment.


 


ARTICLE
15

REPURCHASE OF NOTES AT OPTION OF HOLDERS


 


Section
15.01.  [Reserved.]


 


Section
15.02.  Purchase
at Option of Holders Upon a Fundamental Change. (a) If a Fundamental
Change occurs, then each Holder shall have the right, at such Holder’s option, to require the Company to purchase for cash
all of such Holder’s Notes, or any portion thereof such that the remaining principal amount of each Note that is not purchased
in full equals $1,000 or an integral multiple of $1,000 in excess thereof, on a date (the “Fundamental
Change Purchase Date”) specified by the Company that is not less than 20 calendar days
or more than 35 calendar days following the date on which the Company delivers the Fundamental Change Company Notice, at a purchase
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental
Change Purchase Date (the “Fundamental Change Purchase Price”); provided,
however, that if the Company purchases a Note on a Fundamental Change Purchase Date that is after a Regular Record Date and on
or prior to the Interest Payment Date corresponding to such Regular Record Date, the Company shall instead pay such accrued and
unpaid interest on such Note on the Interest Payment Date to the Holder of record of such Note as of such Regular Record Date.


 


Purchases of Notes
under this Section 15.02 shall be made, at the option of the Holder thereof, upon:


 


(i)             
if the Notes to be purchased are Physical Notes, delivery to the Paying Agent by the Holder of a duly completed notice (the
 “Fundamental Change Purchase Notice”) in the form set forth in Attachment 2 to the Form of Note attached hereto
as Exhibit A and of the Notes, duly endorsed for transfer, on or before the Close of Business on the Business Day immediately
preceding the Fundamental Change Purchase Date, subject to extensions to comply with applicable law (the “Fundamental
Change Expiration Time”); and


 






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(ii)            
 if the Notes to be purchased are Global Notes, delivery of the Notes, by book-entry transfer, in compliance with the Applicable
Procedures and the satisfaction of any other requirements of the Depositary in connection with tendering beneficial interests in
a Global Note for purchase, by the Fundamental Change Expiration Time.


 


The Fundamental Change
Purchase Notice in respect of any Notes to be purchased shall state:


 


(i)             
if certificated, the certificate numbers of such Notes;


 


(ii)            
the portion of the principal amount of such Notes, which must be such that the principal amount that is not to be purchased
of each Note that is not to be purchased in full equals $1,000 or an integral multiple of $1,000 in excess thereof; and


 


(iii)           
that such Notes are to be purchased by the Company pursuant to the applicable provisions of the Notes and this Indenture.


 


Notwithstanding anything
herein to the contrary, any Holder delivering to the Paying Agent the Fundamental Change Purchase Notice contemplated by this Section 15.02
shall have the right to withdraw, in whole or in part, such Fundamental Change Purchase Notice at any time prior to the Fundamental
Change Expiration Time by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 15.04.


 


The Paying Agent shall
promptly notify the Company of the receipt by it of any Fundamental Change Purchase Notice or written notice of withdrawal thereof.


 


(b)              
On or before the 20th calendar day after the occurrence of a Fundamental Change, the Company shall provide to all Holders
of the Notes, the Trustee, the Exchange Agent and the Paying Agent (in the case of any Exchange Agent or Paying Agent other than
the Trustee) a notice (the “Fundamental Change Company Notice”) of the occurrence of such Fundamental Change
and of the purchase right at the option of the Holders arising as a result thereof. Such notice shall be sent by first class mail
or, in the case of any Global Notes, in accordance with the procedures of the Depositary for providing notices. Simultaneously
with providing such Fundamental Change Company Notice, the Company shall publish a press release containing this information or
publish this information on the Company’s website or through such other public medium as the Company may use at that time.


 


Each Fundamental Change
Company Notice shall specify:


 


(i)             
the events causing the Fundamental Change;


 


(ii)            
the date of the Fundamental Change;


 


(iii)           
the last date on which a Holder of Notes may exercise the purchase right pursuant to this Article 15;


 


(iv)           
the Fundamental Change Purchase Price;


 






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(v)            
 the Fundamental Change Purchase Date;


 


(vi)           
the name and address of the Paying Agent and the Exchange Agent, if applicable;


 


(vii)          
the applicable Exchange Rate and any adjustments to the applicable Exchange Rate;


 


(viii)        
that the Notes with respect to which a Fundamental Change Purchase Notice has been delivered by a Holder may be exchanged
only if the Holder withdraws the Fundamental Change Purchase Notice in accordance with this Indenture;


 


(ix)           
that the Holder shall have the right to withdraw any Notes surrendered for purchase prior to the Fundamental Change Expiration
Time; and


 


(x)            
the procedures that Holders must follow to require the Company to purchase their Notes.


 


No failure of the Company
to give the foregoing notices and no defect therein shall limit the purchase rights of the Holders of Notes or affect the validity
of the proceedings for the purchase of the Notes pursuant to this Section 15.02.


 


Notwithstanding anything
herein to the contrary, the Company shall not be required to deliver a Fundamental Change Company Notice or to purchase any Notes
upon the occurrence of a Fundamental Change if the Company has delivered a Redemption Notice for all of the Notes in accordance
with Section 16.02, unless and until there is a default in the payment of the Redemption Price.


 


(c)              
Notwithstanding the foregoing, there shall be no purchase of any Notes pursuant to this Section 15.02 if the
principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental
Change Purchase Date (except in the case of an acceleration resulting from a Default by the Company in the payment of the Fundamental
Change Purchase Price with respect to such Notes). The Paying Agent will promptly return to the respective Holders thereof any
Physical Notes held by it during the acceleration of the Notes (except in the case of an acceleration resulting from a Default
by the Company in the payment of the Fundamental Change Purchase Price with respect to such Notes) and shall deem to be canceled
any instructions for book-entry transfer of the Notes in compliance with the procedures of the Depositary, in which case, upon
such return or cancellation, as the case may be, the Fundamental Change Purchase Notice with respect thereto shall be deemed to
have been withdrawn.


 


Section
15.03.  Effect
of Fundamental Change Purchase Notice. Upon receipt by the
Paying Agent of a Fundamental Change Purchase Notice specified in Section 15.02, the Holder of the Note in respect
of which such Fundamental Change Purchase Notice was given shall (unless such Fundamental Change Purchase Notice is withdrawn
in accordance with Section 15.04) thereafter be entitled to receive solely the Fundamental Change Purchase Price in
cash with respect to such Note (and any previously accrued and unpaid interest on such Note). Such Fundamental Change Purchase
Price shall be paid to such Holder, subject to receipt of funds by the Paying Agent, on the later of (x) the applicable Fundamental
Change Purchase Date (provided the conditions
in Section 15.02 have been satisfied) and (y) the time of delivery or book-entry transfer of such Note to the
Paying Agent by the Holder thereof in the manner required by Section 15.02, subject in each case to extensions to
comply with applicable law.


 






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Section
15.04.  Withdrawal
of Fundamental Change Purchase Notice. A Fundamental Change
Purchase Notice may be withdrawn (in whole or in part) by means of a written notice of withdrawal delivered to the Paying Agent
in accordance with the Fundamental Change Company Notice at any time prior to the Fundamental Change Expiration Time, specifying:


 


(1)       the
principal amount of the Notes with respect to which such notice of withdrawal is being submitted;


 


(2)       if
Physical Notes have been issued, the certificate numbers of the withdrawn Notes; and


 


(3)       the
principal amount, if any, of each Note that remains subject to the Fundamental Change Purchase Notice, which must be such that
the principal amount not to be purchased equals $1,000 or an integral multiple of $1,000 in excess thereof;


 


provided, however, that if the Notes are
Global Notes, the notice must comply with Applicable Procedures.


 


The Paying Agent will
promptly return to the respective Holders thereof any Physical Notes with respect to which a Fundamental Change Purchase Notice
has been withdrawn in compliance with the provisions of this Section 15.04.


 


Section
15.05.  Deposit
of Fundamental Change Purchase Price. Prior to 11:00 a.m.,
New York City time, on the Fundamental Change Purchase Date, the Company shall deposit with the Paying Agent (or, if the Company
or a Subsidiary or an Affiliate of either of them is acting as the Paying Agent, shall segregate and hold in trust as provided
herein) an amount of money (in immediately available funds if deposited on such Business Day) sufficient to pay the Fundamental
Change Purchase Price of all the Notes or portions thereof that are to be purchased as of the Fundamental Change Purchase Date.
If the Paying Agent holds cash sufficient to pay the Fundamental Change Purchase Price of the Notes that have been properly surrendered
for purchase and not validly withdrawn and for which a Fundamental Change Purchase Notice has been tendered and not withdrawn in
accordance with this Indenture on the Fundamental Change Purchase Date, then as of such Fundamental Change Purchase Date, (a) such
Notes will cease to be outstanding and interest will cease to accrue thereon (whether or not book-entry transfer of such Notes
is made or whether or not such Notes have been delivered to the Paying Agent) and (b) all other rights of the Holders in respect
thereof will terminate (other than the right to receive the Fundamental Change Purchase Price and previously accrued and unpaid
interest thereon upon delivery or book-entry transfer of such Notes).


 


Section
15.06.  Notes
Purchased in Whole or in Part. Any Note that is to be purchased,
whether in whole or in part, shall be surrendered at the office of the Paying Agent (with, if the Company or the Trustee so requires
in the case of Physical Notes, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and
the Trustee duly executed by, the Holder thereof
or such Holder’s attorney duly authorized in writing) and the Company shall execute and the Trustee shall authenticate and
deliver to the Holder of such Note, without service charge, a new Note or Notes, of any authorized denomination as requested by
such Holder in aggregate principal amount equal to, and in exchange for, the portion of the principal amount of the Note so surrendered
that is not purchased.


 






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Section
15.07.  Covenant
to Comply with Applicable Laws Upon Purchase of Notes. In
connection with any offer to purchase Notes under Section 15.02, the Company shall, in each case if required by law,
(i) comply with Rule 13e-4, Rule 14e-1 and any other tender offer and other applicable rules under the Exchange Act that may
then be applicable, (ii) file a Schedule TO or any other required schedule under the Exchange Act and (iii) otherwise
comply with all U.S. federal and state securities laws applicable to the Company in connection with such purchase offer, in each
case, so as to permit the rights and obligations under Section 15.02 to be exercised in the time and in the manner
specified in Section 15.02. To the extent that the provisions of any securities laws or regulations enacted or adopted
after the date on which the Notes are first issued conflict with the provisions of this Indenture relating to the obligations of
the Company to purchase the Notes upon a Fundamental Change, the Company will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under such provisions of this Indenture by virtue of such conflict. In
such event, the Company shall deliver to the Trustee an Opinion of Counsel to the effect that the purchase of the Notes complies
with applicable securities laws and regulations.


 


Section
15.08.  Repayment
to the Company. To the extent that the aggregate amount of
cash deposited by the Company pursuant to Section 15.05 exceeds the aggregate Fundamental Change Purchase Price of
the Notes or portions thereof that the Company is obligated to purchase as of the Fundamental Change Purchase Date, then, following
the Fundamental Change Purchase Date, the Paying Agent shall promptly return any such excess to the Company. 


 


ARTICLE
16

OPTIONAL REDEMPTION


 


Section
16.01.  Optional
Redemption. The Notes shall not be redeemable by the Company
prior to April 5, 2025. On or after April 5, 2025, the Company may redeem (an “Optional
Redemption”) for cash all or a portion of the Notes, at the Redemption Price, if the Last
Reported Sale Price of the Common Shares has been at least 130% of the Exchange Price then in effect for at least 20 Trading Days
(whether or not consecutive) during any 30 consecutive Trading Day-period (including the last Trading Day of such period) ending
on, and including, the Trading Day immediately preceding the date on which the Company provides the Redemption Notice in accordance
with Section 16.02. 


 


Section
16.02.  Notice
of Optional Redemption; Selection of Notes. (a) In case the
Company exercises its Optional Redemption right to redeem all or, as the case may be, any part of the Notes pursuant to Section 16.01,
it shall fix a date for redemption (each, a “Redemption Date”)
and it or, at its written request received by the Trustee not less than 65 Scheduled Trading Days prior to the Redemption Date
(or such shorter period of time as may be acceptable to the Trustee), the Trustee, in the name of and at the expense of the Company,
shall give or cause to be given a notice of such Optional Redemption (a “Redemption Notice”)
not less than 50 nor more than 60 Scheduled
Trading Days prior to the Redemption Date mailed by first class mail, postage prepaid or, in the case of any Global Notes, in
accordance with the procedures of the Depositary for providing notices, to each Holder of Notes so to be redeemed as a whole or
in part at its last address as the same appears on the Note Register; provided, however, that, if the Company shall give such
notice, it shall also give written notice of the Redemption Date to the Trustee. The Redemption Date must be a Business Day and
may not fall on or after the date that is 180 calendar days immediately
prior to the Maturity Date. At the Company’s request, a Redemption Notice shall be given by the Trustee, in the name and
at the expense of the Company, with the notice information required under Section 16.02(c) delivered to the Trustee at
least two Business Days before such notice is to be given to the Holders (unless a shorter period shall be acceptable to the Trustee).
The election of the Company to redeem any Notes pursuant to Section 16.01 shall be evidenced by a Board Resolution.
The Company shall not less than 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice period shall
be satisfactory to the Trustee), notify the Trustee in writing of such Redemption Date and of the principal amount of Notes to
be redeemed. The Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with the conditions
to such redemption no later than the date the Redemption Notice is given pursuant to this Section 16.02.


 






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(b)              
The Redemption 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 Redemption Notice or any defect in the Redemption
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.


 


(c)              
Each Redemption Notice shall specify:


 


(i)             
the Redemption Date;


 


(ii)            
the Redemption Price;


 


(iii)           
that on the Redemption Date, the Redemption Price will become due and payable upon each Note to be redeemed, and that interest
thereon, if any, shall cease to accrue on and after the Redemption Date;


 


(iv)           
the place or places where such Notes are to be surrendered for payment of the Redemption Price;


 


(v)           
that Holders may surrender their Notes for exchange at any time prior to 5:00 p.m., New York City time, on the second Scheduled
Trading Day immediately preceding the Redemption Date unless the Company fails to pay the Redemption Price (in which case a Holder
may exchange such Notes until the Redemption Price has been duly paid or duly provided for);


 


(vi)           
the procedures an exchanging Holder must follow to exchange its Notes;


 


(vii)         
the Exchange Rate and, if applicable, the number of Additional Shares added to the Exchange Rate in accordance with Section 14.06;


 


(viii)        
 whether the Company will pay or deliver cash, Common Shares or a combination of cash and Common Shares in respect of all
or any portion of its Net Shares obligation upon exchange and the related Specified Dollar Amount;


 


(ix)            
the CUSIP, ISIN or other similar numbers, if any, assigned to such Notes; and


 


(x)            
in case any Note is to be redeemed in part only, the portion of the principal amount thereof to be redeemed and on and after
the Redemption Date, upon surrender of such Note, a new Note in principal amount equal to the unredeemed portion thereof shall
be issued.


 


A Redemption Notice shall be irrevocable.


 






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(d)              
If the Company redeems fewer than all of the outstanding Notes, the Notes to be redeemed shall be selected by the Trustee
(in principal amounts of $1,000 or integral multiples of $1,000 in excess thereof) by lot or pro rata basis, and in accordance
with Applicable Procedures. If any Note selected for partial redemption is submitted for exchange in part after such selection,
the portion of the Note submitted for exchange shall be deemed (so far as may be possible) to be the portion selected for redemption.


 


Section
16.03.  Payment
of Notes Called for Redemption. (a) If any Redemption Notice
has been given in respect of the Notes in accordance with Section 16.02, the Notes shall become due and payable on the Redemption
Date at the place or places stated in the Redemption Notice and at the applicable Redemption Price. On presentation and surrender
of the Notes at the place or places stated in the Redemption Notice, the Notes shall be paid and redeemed by the Company at the
applicable Redemption Price. 


 


(b)              
Prior to 11:00 a.m., New York City time, on the Redemption Date, the Company shall deposit with the Paying Agent or, if
the Company or a Subsidiary of the Company is acting as the Paying Agent, shall segregate and hold in trust as provided in Section
4.04 an amount of cash (in immediately available funds if deposited on the Redemption Date), sufficient to pay the Redemption
Price of all of the Notes to be redeemed on such Redemption Date. Subject to receipt of funds by the Paying Agent, payment for
the Notes to be redeemed shall be made promptly after the later of:


 


(i)             
the Redemption Date for such Notes; and


 


(ii)            
the time of presentation of such Note to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof
in the manner required by this Section 16.03.


 


(c)              
Upon surrender of a Note that is to be redeemed in part only pursuant to Section 16.01, the Company shall execute
and the Trustee shall authenticate and deliver to the Holder a new Note in an authorized denomination equal in principal amount
to the unredeemed portion of the Note surrendered, without payment of any service charge.


 


Section
16.04.  Restrictions
on Redemption. The Company may not redeem any Notes on any
date if the principal amount of the Notes has been accelerated in accordance with the terms of this Indenture, and such acceleration
has not been rescinded, on or prior to the Redemption Date (except
in the case of an acceleration resulting from a Default by the Company in the payment of the Redemption Price with respect to
such Notes).


 


Section
16.05.  No
Sinking Fund. The Notes will not have the benefit of a sinking
fund.


 






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ARTICLE
17

MISCELLANEOUS PROVISIONS


 


Section
17.01.  Provisions
Binding on the Company’s and the REIT’s Successors.
All the covenants, stipulations, promises and agreements of the Company and the REIT contained in this Indenture shall bind their
respective successors and assigns whether so expressed or not.


 


Section
17.02.  Official
Acts by Successor Entity. 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 Company or REIT shall
and may be done and performed with like force and effect by the like board, committee or officer of any corporation or other entity
that shall at the time be the lawful sole successor of the Company or the REIT.


 


Section
17.03.  Addresses
for Notices, Demands, etc. Any notice or demand
that by any provision of this Indenture is required or permitted to be given or served by the Trustee or by the Holders on the
Company shall be in writing and shall be deemed to have been sufficiently given or made, for all purposes if given or served by
facsimile, electronic transmission or by being deposited postage prepaid by registered or certified mail in a post office letter
box or by overnight courier addressed (until another address is filed by the Company with the Trustee), to c/o Kite Realty Group
Trust. 30 S. Meridian Street, Suite 1000, Indianapolis, Indiana 46204, Attention: Heath R. Fear. 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 by overnight courier
addressed to the Corporate Trust Office.


 


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


 


Any notice or communication
sent to a Holder shall be mailed to it by first class mail, postage prepaid, overnight courier or, in the case of a securities
depositary, by electronic transmission, at its address as it appears on the Note Register and shall be sufficiently given to it
if so mailed within the time prescribed.


 


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


 


The Trustee agrees
to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission
or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate
listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons,
which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing.
Any communication sent to the Trustee by way of a digital signature must be by a digital signature provider specified in
writing to the Trustee by an Officer of the Company. If the Issuer elects to give the Trustee e-mail or facsimile instructions
(or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s
understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses
arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such
instructions conflict or are inconsistent with a subsequent written instruction. The Issuer agrees to assume all risks arising
out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the
risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.


 






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Notwithstanding any
other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event or any other communication
(including any notice of redemption or repurchase) to a holder of a Global Note (whether by mail or otherwise), such notice shall
be sufficiently given if given to the Depositary (or its designee) pursuant to the standing instructions from the Depositary or
its designee, including by electronic mail in accordance with accepted practices at the Depositary.


 


Section
17.04.  Governing
Law; Jurisdiction. THIS INDENTURE AND EACH NOTE, AND ANY CLAIM,
CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS INDENTURE OR EACH NOTE, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).


 


The Company irrevocably
consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit
or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this
Indenture or the Notes may be brought in the courts of the State of New York or the courts of the United States located in the
Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid,
hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam, generally and unconditionally
with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.


 


The Company irrevocably
and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying
of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Indenture or the Notes
brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York
City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.


 


Section
17.05.  Evidence
of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee.
Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture,
the Company shall, if requested by the Trustee, furnish to the Trustee an Officers’ Certificate and Opinion of Counsel stating
that such action is permitted by the terms of this Indenture and that all conditions precedent provided for
in this Indenture relating to the proposed action have been complied with; provided, however, that such Opinion of Counsel shall
not be required in connection with the initial issuance of the Notes hereunder.


 






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Each Officers’
Certificate provided for, by or on behalf of the Company in this Indenture and delivered to the Trustee with respect to compliance
with this Indenture (other than the Officers’ Certificates provided for in Section 4.08) shall include: (a) a statement
that the person signing such certificate is familiar with the requested action and this Indenture and has read such condition or
covenant herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which
the statement contained in such certificate is based; (c) a statement that, in the judgment of such person, he or she has made
such examination or investigation as is necessary to enable him or her to express an informed judgment as to whether or not such
action is permitted by this Indenture and whether or not such condition or covenant has been complied with; and (d) a statement
as to whether or not, in the judgment of such person, such action is permitted by this Indenture and such condition or covenant
has been complied with.


 


Notwithstanding anything
to the contrary in this Section 17.05, if any provision in this Indenture specifically provides that the Trustee shall or
may receive an Opinion of Counsel in connection with any action to be taken by the Trustee or the Company hereunder, the Trustee
shall be entitled to, or entitled to request, such Opinion of Counsel.


 


Section
17.06.  Legal
Holidays. In any case where any Interest Payment Date, Fundamental
Change Purchase Date or Maturity Date is not a Business Day, then any action to be taken on such date need not be taken on such
date, but may be taken on the following Business Day with the same force and effect as if taken on such date, and no interest shall
accrue in respect of the delay.


 


Section
17.07.  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.


 


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


 


Section
17.09.  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
17.10.  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
2.05, Section 2.06, Section 2.07, Section 10.04 and Section 15.05 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 7.08.


 






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Any corporation or
other entity into which any authenticating agent may be merged or converted or with which it may be consolidated, or any corporation
or other entity resulting from any merger, consolidation or conversion to which any authenticating agent shall be a party, or any
corporation or other entity succeeding to all or substantially all the corporate trust business of any authenticating agent, shall
be the successor of the authenticating agent hereunder, if such successor entity or other entity is otherwise eligible under this
Section 17.10, 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 entity or other entity.


 


Any authenticating
agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. 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 Company. 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 17.10, the Trustee may promptly appoint a successor authenticating agent,
shall give written notice of such appointment to the Company and shall mail notice of such appointment to all Holders as the names
and addresses of such Holders appear on the Note Register.


 


The Company agrees
to pay to the authenticating agent from time to time reasonable compensation for its services although the Company may terminate
the authenticating agent, if it determines such agent’s fees to be unreasonable. The Company agrees to indemnify the authenticating
agent as provided in Section 7.06.


 


The provisions of Section
7.02, Section 7.03, Section 7.04, Section 8.03 and this Section 17.10 shall be applicable
to any authenticating agent.


 


If an authenticating
agent is appointed pursuant to this Section 17.10, the Notes may have endorsed thereon, in addition to the Trustee’s
certificate of authentication, an alternative certificate of authentication in the following form:



 


	 	, 
	as Authenticating Agent, certifies that this is one of the Notes described in the within-named Indenture.










 


	By:	        	 
	Authorized Signatory




 


Section
17.11.  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. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission
shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original
Indenture for all purposes. Signatures of the parties hereto executed or transmitted by facsimile, PDF or other electronic means
shall be deemed to be their original signatures for all purposes. This
Indenture, the Notes and any other document delivered in connection or pursuant to this Indenture or the issuance and delivery
of the Notes may be signed by or on behalf of the signing party by manual, facsimile, PDF or electronic signature. Any electronic
signature shall be of the same legal effect, validity or enforceability as a manually executed signature, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York
State Electronic Signature and Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.


 






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Section
17.12.  Severability.
In the event any provision of this Indenture or in the Notes shall be invalid, illegal or unenforceable, then (to the extent permitted
by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.


 


Section
17.13.  Waiver
of Jury Trial. EACH OF THE COMPANY, THE HOLDERS BY ACCEPTANCE
OF THE NOTES AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED
HEREBY.


 


Section
17.14.  Force
Majeure. In no event shall the Trustee be responsible or liable
for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces
beyond its control, including, without limitation, strikes, work stoppages, accidents, pandemics, acts of war or terrorism, civil
or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts
that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section
17.15.  Calculations.
Except as otherwise expressly provided herein, the Company shall be responsible for making all calculations called for under the
Notes. These calculations include, but are not limited to, determinations of the Last Reported Sale Prices of the Common Shares,
accrued interest payable on the Notes and the Exchange Rate of the Notes. The Company shall make all these calculations in good
faith and, absent manifest error, the Company’s calculations shall be final and binding on Holders of Notes. The Company
shall provide a schedule of its calculations to each of the Trustee and the Exchange Agent, and each of the Trustee and Exchange
Agent is entitled to rely conclusively upon the accuracy of the Company’s calculations without independent verification.
The Trustee will forward the Company’s calculations to any Holder of Notes upon the written request of that Holder. Neither
the Trustee nor the Exchange Agent shall be responsible for making any calculations under the Notes or under this Indenture, and
neither shall have any duty to monitor the price of the Common Shares or otherwise be charged with knowledge of when the Notes
are exchangeable.


 


Section
17.16.  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.


 


Section
17.17.  Foreign
Account Tax Compliance Act (FATCA). In order
to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated
by competent authorities) in effect from time to time (“Applicable Law”),
the Company agrees (i) to provide to the Trustee sufficient information about Holders or other applicable parties and/or transactions
(including any modification to the terms of such transactions) so the Trustee can determine whether it has tax related obligations
under Applicable Law, and (ii) that the Trustee shall be entitled to make any withholding or deduction from payments under the
Indenture to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability.





[Remainder of page intentionally left
blank]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Indenture to be duly executed as of the date first written above.


	 	 
	 	KITE REALTY GROUP, L.P.,
	 	 
	 	By:  	 /s/ Heath R. Fear
	 	 	Name: Heath R. Fear
	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 
	 	KITE REALTY GROUP TRUST
	 	 
	 	By:	 /s/ Heath R. Fear
	 	 	Name: Heath R. Fear
	 	 	Title: Executive Vice President and Chief Financial Officer
	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 /s/ Pamela V. Cole
	 	 	Name: Pamela V. Cole
	 	 	Title: Vice President
	 	 




 



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EXHIBIT A


 


UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREUNDER
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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.


 


THIS SECURITY HAS NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL
INTEREST HEREIN, THE ACQUIRER:


 


(1)       REPRESENTS
THAT IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A
UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, AND


 


(2)       AGREES
FOR THE BENEFIT OF KITE REALTY GROUP, L.P. (THE “COMPANY”) AND KITE REALTY GROUP TRUST (THE “REIT”)
THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT:


 


		(A)	TO THE COMPANY, THE REIT OR ANY SUBSIDIARY THEREOF, OR



 


		(B)	PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, OR



 


		(C)	TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, OR



 


		(D)	PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY
OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



 


PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH CLAUSE (2)(D) ABOVE, THE COMPANY, THE REIT AND THE TRUSTEE RESERVE THE RIGHT
TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO
DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.


 


NO AFFILIATE (AS DEFINED
IN RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY OR THE REIT OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER
THE SECURITIES ACT) OF THE COMPANY OR THE REIT DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR
HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN.


 






    Ex A -  1


     


    

 


KITE REALTY GROUP, L.P.


 


0.75% Exchangeable Senior Notes due 2027


 


	No. 1	Initially $175,000,000


CUSIP No. 49803X AB9


 


Kite Realty Group,
L.P., a limited partnership duly organized and validly existing under the laws of the State of Delaware (the “Company,”
which term includes any successor entity or other entity under the Indenture referred to on the reverse hereof), for value received
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum as set forth in the “Schedule of Exchanges
of Notes” attached hereto of $175,000,000, which amount, taken together with the principal amounts of all other outstanding
Notes, shall not, unless permitted by the Indenture, exceed $175,000,000 in aggregate at any time, in accordance with the rules
and procedures of the Depositary, on April 1, 2027, and interest thereon as set forth below.


 


This Note shall bear
interest at the rate of 0.75% per year from March 22, 2021, or from the most recent date to which interest had been paid or provided
for to, but excluding, the next scheduled Interest Payment Date until April 1, 2027. Interest is payable semi-annually in arrears
on each April 1 and October 1, commencing on October 1, 2021, to Holders of record at the Close of Business on the preceding March
15 and September 15 (whether or not such day is a Business Day), respectively. Additional Interest will be payable as set forth
in Section 6.03 of the within-mentioned Indenture and the Registration Rights Agreement, and any reference to interest on,
or in respect of, any Note therein shall be deemed to include Additional Interest if, in such context, Additional Interest is,
was or would be payable pursuant to any of such Section 6.03 or the Registration Rights Agreement, and any express mention
of the payment of Additional Interest in any provision therein shall not be construed as excluding Additional Interest in those
provisions thereof where such express mention is not made.


 


Any Defaulted Amounts
shall accrue interest per annum at the rate borne by the Notes, subject to the enforceability thereof under applicable law, from,
and including, the relevant payment date to, but excluding, the date on which such Defaulted Amounts shall have been paid by the
Company, at its election, in accordance with Section 2.03(c) of the Indenture.


 


The Company shall pay
or shall cause the Paying Agent to pay the principal of and interest on this Note, if and so long as such Note is a Global Note,
in immediately available funds to the Depositary or its nominee, as the case may be, as the registered Holder of such Note.


 


As provided in and
subject to the provisions of the Indenture, the Company shall pay the principal of any Notes (other than Notes that are Global
Notes) at the office or agency designated by the Company for that purpose. The Company has initially designated the Corporate Trust
Office of the Trustee as its Paying Agent and Note Registrar in respect of the Notes as a place where Notes may be presented for
payment or for registration of transfer and exchange.


 


Reference is made
to the further provisions of this Note set forth on the reverse hereof, including, without limitation, provisions giving the Holder
of this Note the right to exchange this Note for cash and, if applicable, Common Shares, if any, on the terms and subject
to the limitations set forth in the Indenture. Such further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 


This Note, and any
claim, controversy or dispute arising under or related to this Note or the Indenture, shall be governed by and construed in accordance
with the laws of the State of New York.


 


In the case of any
conflict between this Note and the Indenture, the provisions of the Indenture shall control and govern.


 


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.


 


[Remainder of page intentionally left
blank]


 






    Ex A -  2


     


    

 


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


 


	 	KITE REALTY GROUP, L.P.
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Dated:



 



    Ex A -  3


     


    




 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


U.S. BANK NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of the Notes described

in the within-named Indenture.


	 	 
	By:	 	 
	 	Authorized Signatory	 
	 	 
	Dated:	 
	 	 





    Ex A -  4


     


    




 



 


[FORM OF REVERSE OF NOTE]


 


KITE REALTY GROUP, L.P.


0.75% Exchangeable Senior Notes due 2027


 


This Note is one of
a duly authorized issue of Notes of the Company, designated as its 0.75% Exchangeable Senior Notes due 2027 (the “Notes”),
initially limited to the aggregate principal amount of $175,000,000 (or up to $200,000,000 if the Initial Purchasers exercise their
option granted pursuant to the Purchase Agreement to purchase additional Notes in full) all issued or to be issued under and pursuant
to an Indenture dated as of March 22, 2021 (the “Indenture”), among the Company, the REIT and U.S. Bank National
Association (the “Trustee”), to which Indenture and all 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
Company, the REIT and the Holders of the Notes. Additional Notes may be issued in an unlimited aggregate principal amount, subject
to certain conditions specified in the Indenture. Capitalized terms used in this Note and not defined in this Note shall have the
respective meanings set forth in the Indenture.


 


In case certain Events
of Default shall have occurred and be continuing, the principal of, and interest on, all Notes may be declared, by either the Trustee
or Holders of at least 25% in aggregate principal amount of Notes then outstanding, and upon said declaration shall become, due
and payable, in the manner, with the effect and subject to the conditions and certain exceptions set forth in the Indenture.


 


Subject to the terms
and conditions of the Indenture, the Company will make all payments and deliveries in respect of the Fundamental Change Purchase
Price on the Fundamental Change Purchase Date, the Redemption Price on any Redemption Date and the principal amount on the Maturity
Date, as the case may be, to the Holder who surrenders a Note to a Paying Agent to collect such payments in respect of the Note.
The Company will pay cash amounts in money of the United States that at the time of payment is legal tender for payment of public
and private debts.


 


The Indenture contains
provisions permitting the Company, the REIT and the Trustee in certain circumstances, without the consent of the Holders of the
Notes, and in certain other circumstances, with the consent of the Holders of not less than a majority in aggregate principal amount
of the Notes at the time outstanding, evidenced as in the Indenture provided, to execute supplemental indentures modifying the
terms of the Indenture and the Notes as described therein. It is also provided in the Indenture that, subject to certain exceptions,
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 under the Indenture and its consequences.


 


No reference
herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay or deliver, as the case may be, the principal (including the Redemption
Price and the Fundamental Change Purchase Price, if applicable) of, accrued and unpaid interest on, and the consideration due
upon exchange of, this Note at the place, at the respective times, at the rate and in the lawful money herein prescribed.


 






    Ex A - 5 


     


    

 


The Notes are issuable
in registered form without coupons in minimum denominations of $1,000 principal amount and integral multiples thereof. At the office
or agency of the Company referred to on the face hereof, and in the manner and subject to the limitations provided in the Indenture,
Notes may be exchanged for a like aggregate principal amount of Notes of other authorized denominations, without payment of any
service charge but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer or similar tax
that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such exchange of
Notes being different from the name of the Holder of the old Notes surrendered for such exchange.


 


The Notes shall be
redeemable at the Company’s option in accordance with the terms and conditions specified in the Indenture.


 


Upon the occurrence
of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase for cash
all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or integral multiples thereof) on the Fundamental
Change Purchase Date at a price equal to the Fundamental Change Purchase Price.


 


Subject to the provisions
of the Indenture, the Holder hereof has the right, at its option, during certain periods and upon the occurrence of certain conditions
specified in the Indenture, prior to the Close of Business on the second Scheduled Trading Day immediately preceding the Maturity
Date, to exchange any Notes or portion thereof that is $1,000 or an integral multiple thereof, for cash and, if applicable, Common
Shares, if any, together with cash in lieu thereof in respect of any fractional shares, at the Exchange Rate specified in the Indenture,
as adjusted from time to time as provided in the Indenture.


 


In addition to the
rights provided to Holders of Notes under the Indenture, Holders shall have all the rights set forth in the Registration Rights
Agreement dated as of March 22, 2021, among the Company, the REIT and the Initial Purchasers named therein.


 






    Ex A - 6 


     


    

 


ABBREVIATIONS


 


The following abbreviations,
when used in the inscription of the face of this Note, shall be construed as though they were written out in full according to
applicable laws or regulations:


 


TEN COM = as tenants in common


 


UNIF GIFT MIN ACT = Uniform Gifts to Minors
Act


 


CUST = Custodian


 


TEN ENT = as tenants by the entireties


 


JT TEN = joint tenants with right of survivorship
and not as tenants in common


 


Additional abbreviations
may also be used though not in the above list.


 






    Ex A - 7 


     


    

 


SCHEDULE A


 


SCHEDULE
OF EXCHANGES OF NOTES


 


KITE REALTY GROUP, L.P.


0.75% Exchangeable Senior Notes due 2027


 


The initial principal
amount of this Global Note is ONE HUNDRED SEVENTY-FIVE MILLION DOLLARS ($175,000,000). The following increases or decreases in
this Global Note have been made:


 


	Date of 

exchange	 	Amount of 

decrease in 

principal

amount of this 

Global Note	 	Amount of 

increase in 

principal 

amount of this 

Global Note	 	Principal 

amount of this

Global Note

following such

decrease or

increase	 	Signature of 

authorized 

signatory of 

Trustee or 

Custodian
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 






    Ex A - 8 


     


    

 


ATTACHMENT 1


 


[FORM OF NOTICE OF EXCHANGE]


 


To:         KITE REALTY GROUP TRUST, L.P.


U.S. BANK NATIONAL ASSOCIATION,
as Exchange Agent


 


The undersigned registered
owner of this Note hereby exercises the option to exchange this Note, or the portion hereof (that is $1,000 principal amount or
an integral multiple thereof) below designated, for cash and, if applicable, Common Shares, if any, in accordance with the terms
of the Indenture referred to in this Note, and directs that any cash payable and any Common Shares issuable and deliverable upon
such exchange, together with any cash for any fractional share, and any Notes representing any unexchanged principal amount hereof,
be issued and delivered to the registered Holder hereof unless a different name has been indicated below. If any Common Shares
or any portion of this Note not exchanged are to be issued in the name of a Person other than the undersigned, the undersigned
will pay all documentary, stamp or similar issue or transfer taxes, if any, in accordance with Section 14.02(i) of the Indenture.
Any amount required to be paid to the undersigned on account of interest accompanies this Note. Capitalized terms used herein but
not defined shall have the meanings ascribed to such terms in the Indenture.


 


	Dated:	 	 	 


 


	 	 	 
	 	 	Signature(s)
	 	 	 
	Signature Guarantee	 	 


 


	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Common Shares are to be issued, or Notes are to be delivered, other than to and in the name of the registered holder.	 	 


 






    Ex A - 9 


     


    

 


	Fill in for registration of shares if to be issued, and Notes if to be delivered, other than to and in the name of the registered holder:	 	 


 


	 	 	 
	(Name)	 	 
	 	 	 
	(Street Address)	 	 
	 	 	 
	(City, State and Zip Code) Please print name and address	 	 



 


	 	 	Principal amount to be exchanged
(if less than all): $          ,000
	 	 	 
	 	 	 
	 	 	Social Security or Other Taxpayer

Identification Number
	 	 	 
	 	 	NOTICE: The above signature(s)
of the Holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration
or enlargement or any change whatever.


 






    Ex A - 10 


     


    

 


ATTACHMENT 2


 


[FORM OF FUNDAMENTAL CHANGE PURCHASE
NOTICE]


 


To:         KITE REALTY GROUP, L.P.


U.S. BANK NATIONAL ASSOCIATION


 


The undersigned registered
owner of this Note hereby acknowledges receipt of a notice from Kite Realty Group, L.P. (the “Company”) as to
the occurrence of a Fundamental Change with respect to the Company and specifying the Fundamental Change Purchase Date and requests
and instructs the Company to pay to the registered holder hereof in accordance with Section 15.02 of the Indenture referred
to in this Note (1) the entire principal amount of this Note, or the portion thereof (that is $1,000 principal amount or an integral
multiple thereof) below designated, and (2) if such Fundamental Change Purchase Date does not fall during the period after a Regular
Record Date and on or prior to the corresponding Interest Payment Date, accrued and unpaid interest, if any, thereon to, but excluding,
such Fundamental Change Purchase Date. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms
in the Indenture.


 


In the case of Physical
Notes, the certificate numbers of the Notes to be repurchased are as set forth below:


 





	Dated:  	 	 	 



 








	 	 	Signature
	 	 	 
	 	 	Social Security or Other Taxpayer Identification Number
	 	 	 
	 	 	Principal amount to be repaid (if less than all):

        $         ,000

	 	 	 
	 	 	NOTICE: The above signature(s) of the Holder(s) hereof must correspond with the name as written upon the face of the Note
    in every particular without alteration or enlargement or any change whatever.









 






    Ex A - 11 


     


    

 


ATTACHMENT 3


 


[FORM OF ASSIGNMENT AND TRANSFER]


 


For value received                                                               
hereby sell(s), assign(s) and transfer(s) unto                                                
(Please insert social security or Taxpayer Identification Number of assignee) the within Note, and hereby irrevocably constitutes
and appoints                                                 
attorney to transfer the said Note on the books of the Company, with full power of substitution in the premises.


 


In connection with any transfer of the
within Note, the undersigned confirms that such Note is being transferred:


 


 ̈       To
Kite Realty Group Trust, Kite Realty Group, L.P. or any subsidiary thereof; or


 


 ̈       Pursuant
to a registration statement that has become or been declared effective under the Securities Act of 1933, as amended; or


 


 ̈       Pursuant
to and in compliance with Rule 144A under the Securities Act of 1933, as amended.


 






    Ex A - 12 


     


    

 


 


 


	Dated:	 	 


 


	 	 	 
	 	 	 
	Signature(s)	 	 
	 	 	 
	Signature Guarantee	 	 
	 	 	 
	Signature(s) must be guaranteed by an eligible Guarantor Institution (banks, stock brokers, savings and loan associations and credit unions) with membership in an approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15 if Notes are to be delivered, other than to and in the name of the registered holder.	 	 


 


NOTICE: The signature on the assignment
must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any
change whatever.


 






    Ex A - 13