Exhibit 4.1



 Exhibit 4.1 

INDENTURE 
 VALERO ENERGY PARTNERS
LP 
 AND 
 U.S. BANK NATIONAL
ASSOCIATION, as Trustee 
 Indenture 

Dated as of November 30, 2016 

Debt Securities 







 Reconciliation and tie between Trust Indenture Act of 1939 and 

Indenture, dated as of November 30, 2016 
  

					
	 Trust Indenture Act Section
	  	 	Indenture Section	  
	 Sec. 310(a)(1)
	  	 	608	  
	       (a)(2)
	  	 	608	  
	       (a)(3)
	  	 	Not Applicable	  
	       (a)(4)
	  	 	Not Applicable	  
	       (a)(5)
	  	 	608	  
	       (b)
	  	 	608	  
	       (c)
	  	 	Not Applicable	  
	 Sec. 311(a)
	  	 	609	  
	       (b)
	  	 	605	  
	       (c)
	  	 	Not Applicable	  
	 Sec. 312(a)
	  	 	701	  
	       (b)
	  	 	701, 702	  
	       (c)
	  	 	702	  
	 Sec. 313(a)
	  	 	703(a)	  
	       (b)(1)
	  	 	Not Applicable	  
	       (b)(2)
	  	 	703(b)	  
	       (c)
	  	 	703(c)	  
	       (d)
	  	 	703(c)	  
	 Sec. 314(a)(1)
	  	 	704	  
	       (a)(2)
	  	 	704	  
	       (a)(3)
	  	 	704	  
	       (a)(4)
	  	 	1005	  
	       (b)
	  	 	Not Applicable	  
	       (c)(1)
	  	 	102	  
	       (c)(2)
	  	 	102	  
	       (c)(3)
	  	 	Not Applicable	  
	       (d)
	  	 	Not Applicable	  
	       (e)
	  	 	102	  
	 Sec. 315(a)
	  	 	601(a)	  
	       (b)
	  	 	602	  
	       (c)
	  	 	601(b)	  
	       (d)
	  	 	601(c)	  
	       (d)(1)
	  	 	601(a)(1), (c)(1)	  
	       (d)(2)
	  	 	601(c)(2)	  
	       (d)(3)
	  	 	601(c)(3)	  
	       (e)
	  	 	514	  
	 Sec. 316(a)(1)(A)
	  	 	502, 512	  
	       (a)(1)(B)
	  	 	513	  
	       (a)(2)
	  	 	Not Applicable	  
	       (b)
	  	 	508	  
	       (c)
	  	 	Not Applicable	  
	 Sec. 317(a)(1)
	  	 	503	  
	       (a)(2)
	  	 	504	  
	       (b)
	  	 	1003	  
	 Sec. 318(a)
	  	 	108	  
	       (b)
	  	 	Not Applicable	  
	       (c)
	  	 	108	  

  
 Note: This
reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture. 







 TABLE OF CONTENTS 
  

									
	 	  	 	  	 	  	Page	 
	PARTIES	  	 	1	  
		
	RECITALS	  	 	1	  
		
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	 	1	  
		  	SECTION 101.	  	Definitions	  	 	1	  
		  	 “Act”
	  	 	2	  
		  	 “Additional Amounts”
	  	 	2	  
		  	 “Affiliate”
	  	 	2	  
		  	 “Authenticating Agent”
	  	 	2	  
		  	 “Authorized Newspaper”
	  	 	2	  
		  	 “Bearer Security”
	  	 	2	  
		  	 “Board of Directors”
	  	 	2	  
		  	 “Board Resolution”
	  	 	2	  
		  	 “Business Day”
	  	 	2	  
		  	 “Commission”
	  	 	2	  
		  	 “Consolidated Net Tangible Assets”
	  	 	2	  
		  	 “Corporate Trust Office”
	  	 	3	  
		  	 “coupon”
	  	 	3	  
		  	 “Defaulted Interest”
	  	 	3	  
		  	 “Dollars” or “$”
	  	 	3	  
		  	 “Event of Default”
	  	 	3	  
		  	 “Funded Debt”
	  	 	3	  
		  	 “General Partner”
	  	 	3	  
		  	 “Holder”
	  	 	3	  
		  	 “Indenture”
	  	 	3	  
		  	 “interest”
	  	 	3	  
		  	 “Interest Payment Date”
	  	 	3	  
		  	 “Maturity”
	  	 	3	  
		  	 “Mortgages”
	  	 	4	  
		  	 “Officers’ Certificate”
	  	 	4	  
		  	 “Opinion of Counsel”
	  	 	4	  
		  	 “Original Issue Discount Security”
	  	 	4	  
		  	 “Outstanding”
	  	 	4	  
		  	 “Partnership”
	  	 	5	  
		  	 “Partnership Request” and “Partnership Order”
	  	 	5	  
		  	 “Paying Agent”
	  	 	5	  
		  	 “Person”
	  	 	5	  
		  	 “Place of Payment”
	  	 	5	  
		  	 “Predecessor Security”
	  	 	5	  
		  	 “Principal Property”
	  	 	5	  
		  	 “Redemption Date”
	  	 	6	  
		  	 “Redemption Price”
	  	 	6	  
		  	 “Registered Security”
	  	 	6	  


  
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	 	  	 	  	 	  	Page	 
		  	 “Regular Record Date”
	  	 	6	  
		  	 “Responsible Officer”
	  	 	6	  
		  	 “Sale and Leaseback Transactions”
	  	 	6	  
		  	 “Security” or “Securities”
	  	 	6	  
		  	 “Security Register” and “Security Registrar”
	  	 	6	  
		  	 “Special Record Date”
	  	 	6	  
		  	 “Stated Maturity”
	  	 	6	  
		  	 “Subsidiary”
	  	 	6	  
		  	 “Trustee”
	  	 	6	  
		  	 “Trust Indenture Act”
	  	 	7	  
		  	 “United States”
	  	 	7	  
		  	 “United States Alien”
	  	 	7	  
		  	 “U.S. Depository” or “Depository”
	  	 	7	  
		  	 “Vice President”
	  	 	7	  
		  	 “Voting Stock”
	  	 	7	  
				
		  	SECTION 102.	  	Compliance Certificates and Opinions	  	 	7	  
		  	SECTION 103.	  	Form of Documents Delivered to Trustee	  	 	8	  
		  	SECTION 104.	  	Acts of Holders	  	 	8	  
		  	SECTION 105.	  	Notices etc. to Trustee and Partnership	  	 	10	  
		  	SECTION 106.	  	Notice to Holders of Securities; Waiver	  	 	11	  
		  	SECTION 107.	  	Language of Notices, etc.	  	 	12	  
		  	SECTION 108.	  	Conflict with Trust Indenture Act	  	 	12	  
		  	SECTION 109.	  	Effect of Headings and Table of Contents	  	 	12	  
		  	SECTION 110.	  	Successors and Assigns	  	 	12	  
		  	SECTION 111.	  	Severability Clause	  	 	12	  
		  	SECTION 112.	  	Benefits of Indenture	  	 	12	  
		  	SECTION 113.	  	Governing Law	  	 	12	  
		  	SECTION 114.	  	Legal Holidays	  	 	13	  
		  	SECTION 115.	  	No Recourse Against Others	  	 	13	  
		
	ARTICLE TWO SECURITY FORMS	  	 	13	  
		  	SECTION 201.	  	Forms Generally	  	 	13	  
		  	SECTION 202.	  	Form of Trustee’s Certificate of Authentication	  	 	14	  
		
	ARTICLE THREE THE SECURITIES	  	 	14	  
		  	SECTION 301.	  	Amount Unlimited; Issuable in Series	  	 	14	  
		  	SECTION 302.	  	Denominations	  	 	17	  
		  	SECTION 303.	  	Execution, Authentication, Delivery and Dating	  	 	17	  
		  	SECTION 304.	  	Temporary Securities	  	 	18	  
		  	SECTION 305.	  	Registration, Transfer and Exchange	  	 	19	  
		  	SECTION 306.	  	Mutilated, Destroyed, Lost and Stolen Securities	  	 	22	  
		  	SECTION 307.	  	Payment of Interest; Interest Rights Preserved	  	 	23	  
		  	SECTION 308.	  	Persons Deemed Owners	  	 	24	  
		  	SECTION 309.	  	Cancellation	  	 	25	  
		  	SECTION 310.	  	Computation of Interest	  	 	25	  
		  	SECTION 311.	  	CUSIP Numbers	  	 	25	  


  
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	 	  	 	  	 	  	Page	 
	ARTICLE FOUR SATISFACTION AND DISCHARGE	  	 	25	  
		  	SECTION 401.	  	Satisfaction and Discharge of Indenture	  	 	25	  
		  	SECTION 402.	  	Application of Trust Money	  	 	27	  
		
	ARTICLE FIVE REMEDIES	  	 	27	  
		  	SECTION 501.	  	Events of Default	  	 	27	  
		  	SECTION 502.	  	Acceleration of Maturity; Rescission and Annulment	  	 	28	  
		  	SECTION 503.	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	29	  
		  	SECTION 504.	  	Trustee May File Proofs of Claim	  	 	29	  
		  	SECTION 505.	  	Trustee May Enforce Claims Without Possession of Securities or Coupons	  	 	30	  
		  	SECTION 506.	  	Application of Money Collected	  	 	30	  
		  	SECTION 507.	  	Limitation on Suits	  	 	31	  
		  	SECTION 508.	  	Unconditional Right of Holders to Receive Principal, Premium and Interest	  	 	31	  
		  	SECTION 509.	  	Restoration of Rights and Remedies	  	 	31	  
		  	SECTION 510.	  	Rights and Remedies Cumulative	  	 	32	  
		  	SECTION 511.	  	Delay or Omission Not Waiver	  	 	32	  
		  	SECTION 512.	  	Control by Holders of Securities	  	 	32	  
		  	SECTION 513.	  	Waiver of Past Defaults	  	 	32	  
		  	SECTION 514.	  	Undertaking for Costs	  	 	33	  
		  	SECTION 515.	  	Waiver of Stay, Extension or Usury Laws	  	 	33	  
		
	ARTICLE SIX THE TRUSTEE	  	 	33	  
		  	SECTION 601.	  	Certain Duties and Responsibilities	  	 	33	  
		  	SECTION 602.	  	Notice of Defaults	  	 	35	  
		  	SECTION 603.	  	Certain Rights of Trustee	  	 	35	  
		  	SECTION 604.	  	Not Responsible for Recitals or Issuance of Securities	  	 	36	  
		  	SECTION 605.	  	May Hold Securities	  	 	37	  
		  	SECTION 606.	  	Money Held in Trust	  	 	37	  
		  	SECTION 607.	  	Compensation and Reimbursement	  	 	37	  
		  	SECTION 608.	  	Corporate Trustee Required; Eligibility	  	 	37	  
		  	SECTION 609.	  	Resignation and Removal; Appointment of Successor	  	 	38	  
		  	SECTION 610.	  	Acceptance of Appointment by Successor	  	 	39	  
		  	SECTION 611.	  	Merger, Conversion, Consolidation or Succession to Business	  	 	40	  
		  	SECTION 612.	  	Appointment of Authenticating Agent	  	 	41	  
		
	ARTICLE SEVEN HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP	  	 	42	  
		  	SECTION 701.	  	Partnership to Furnish Trustee Names and Addresses of Holders	  	 	42	  
		  	SECTION 702.	  	Preservation of Information; Communications to Holders	  	 	43	  
		  	SECTION 703.	  	Reports by Trustee	  	 	43	  
		  	SECTION 704.	  	Reports by Partnership	  	 	43	  


  
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	 	  	 	  	 	  	Page	 
	ARTICLE EIGHT CONSOLIDATION, MERGER, SALE, LEASE OR CONVEYANCE	  	 	44	  
		  	SECTION 801.	  	Consolidations and Mergers of Partnership and Sales, Leases and Conveyances Permitted Subject to Certain Conditions	  	 	44	  
		  	SECTION 802.	  	Rights and Duties of Successor Person	  	 	45	  
		  	SECTION 803.	  	Officers’ Certificate and Opinion of Counsel	  	 	45	  
		
	ARTICLE NINE SUPPLEMENTAL INDENTURES	  	 	45	  
		  	SECTION 901.	  	Supplemental Indentures without Consent of Holders	  	 	45	  
		  	SECTION 902.	  	Supplemental Indentures with Consent of Holders	  	 	46	  
		  	SECTION 903.	  	Execution of Supplemental Indentures	  	 	47	  
		  	SECTION 904.	  	Effect of Supplemental Indentures	  	 	48	  
		  	SECTION 905.	  	Conformity with Trust Indenture Act	  	 	48	  
		  	SECTION 906.	  	Reference in Securities to Supplemental Indentures	  	 	48	  
		
	ARTICLE TEN COVENANTS	  	 	48	  
		  	SECTION 1001.	  	Payment of Principal, Premium, if any, and Interest	  	 	48	  
		  	SECTION 1002.	  	Maintenance of Office or Agency	  	 	48	  
		  	SECTION 1003.	  	Money for Securities Payments to be Held in Trust	  	 	49	  
		  	SECTION 1004.	  	Additional Amounts	  	 	51	  
		  	SECTION 1005.	  	Statement as to Compliance	  	 	51	  
		  	SECTION 1006.	  	Waiver of Certain Covenants	  	 	52	  
		  	SECTION 1007.	  	Statement by Officers as to Default	  	 	52	  
		
	ARTICLE ELEVEN NEGATIVE COVENANTS	  	 	52	  
		  	SECTION 1101.	  	Limitations on Mortgages	  	 	52	  
		  	SECTION 1102.	  	Limitations on Sale and Leaseback Transactions	  	 	56	  
		
	ARTICLE TWELVE REDEMPTION OF SECURITIES	  	 	57	  
		  	SECTION 1201.	  	Applicability of Article	  	 	57	  
		  	SECTION 1202.	  	Election to Redeem; Notice to Trustee	  	 	57	  
		  	SECTION 1203.	  	Selection by Trustee of Securities to be Redeemed	  	 	57	  
		  	SECTION 1204.	  	Notice of Redemption	  	 	57	  
		  	SECTION 1205.	  	Deposit of Redemption Price	  	 	58	  
		  	SECTION 1206.	  	Securities Payable on Redemption Date	  	 	58	  
		  	SECTION 1207.	  	Securities Redeemed in Part	  	 	59	  
		
	ARTICLE THIRTEEN SINKING FUNDS	  	 	60	  
		  	SECTION 1301.	  	Applicability of Article	  	 	60	  
		  	SECTION 1302.	  	Satisfaction of Sinking Fund Payments with Securities	  	 	60	  
		  	SECTION 1303.	  	Redemption of Securities for Sinking Fund	  	 	60	  
		
	ARTICLE FOURTEEN REPAYMENT AT THE OPTION OF HOLDERS	  	 	61	  
		  	SECTION 1401.	  	Applicability of Article	  	 	61	  
		
	ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES	  	 	61	  
		  	SECTION 1501.	  	Purposes for Which Meetings May Be Called	  	 	61	  
		  	SECTION 1502.	  	Call, Notice and Place of Meetings	  	 	62	  
		  	SECTION 1503.	  	Persons Entitled to Vote at Meetings	  	 	62	  


  
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	 	  	 	  	 	  	Page	 
		  	SECTION 1504.	  	Quorum; Action	  	 	62	  
		  	SECTION 1505.	  	Determination of Voting Rights; Conduct and Adjournment of Meetings	  	 	63	  
		  	SECTION 1506.	  	Counting Votes and Recording Action of Meetings	  	 	64	  
		
	ARTICLE SIXTEEN MISCELLANEOUS PROVISIONS	  	 	64	  
		  	SECTION 1601.	  	Securities in Foreign Currencies	  	 	64	  


  
 v 








 INDENTURE, dated as of November 30, 2016, between VALERO ENERGY PARTNERS LP, a Delaware
limited partnership (hereinafter called the “Partnership”), having its principal office at One Valero Way, San Antonio, Texas 78249, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (hereinafter called the “Trustee”), having its
Corporate Trust Office at 100 Wall Street, Suite 1600, New York, New York 10005. 
 RECITALS OF THE PARTNERSHIP 

The Partnership has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its
debentures, notes or other evidences of indebtedness (hereinafter called the “Securities”), unlimited as to principal amount, to bear such rates of interest, to mature at such time or times, to be issued in one or more series and to have
such other provisions as shall be fixed as hereinafter provided. 
 The Partnership has duly authorized the execution and delivery of this
Indenture and all things necessary to make this Indenture a valid and legally binding agreement of the Partnership, in accordance with its terms, have been done. 

NOW, THEREFORE, in consideration of the premises and the sum of one dollar duly paid by the Partnership to the Trustee, the receipt of which
is hereby acknowledged, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: 
 ARTICLE
ONE 
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

SECTION 101. Definitions. 
 For
all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
 (1) terms defined in
this Article have the meanings assigned to them in this Article, and include the plural as well as the singular; 
 (2) all other terms used
herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein; 

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally
accepted at the date of such computation; and 
 (4) the words “herein”, “hereof” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
 Certain terms
used principally in Article Six are defined in that Article. 

  
 1 








 “Act” when used with respect to any Holder has the meaning specified in
Section 104. 
 “Additional Amounts” means any additional amounts which are required by a Security or pursuant to a Board
Resolution, under circumstances specified therein, to be paid by the Partnership in respect of certain matters, including, without limitation, taxes imposed on certain Holders, and which are owing to such Holders. 

“Affiliate” has the same meaning as given to that term in Rule 405 under the Securities Act of 1933, as amended, or any successor
rule thereunder. 
 “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 612 to act on
behalf of the Trustee to authenticate Securities of one or more series. 
 “Authorized Newspaper” means a newspaper, in an
official language of the country of publication or in the English language, customarily published on each Business Day, whether or not published on Saturdays, Sundays or holidays, and of general circulation in the place in connection with which the
term is used or in the financial community of such place. Where successive publications are required to be made in Authorized Newspapers, the successive publications may be made in the same or in different newspapers in the same city meeting the
foregoing requirements and in each case on any Business Day. 
 “Bearer Security” means any Security in the form established
pursuant to Section 201 which is payable to bearer. 
 “Board of Directors” means either the Board of Directors of the
General Partner or any committee thereof duly authorized, with respect to any particular matter, to act by or on behalf of the Board of Directors of the General Partner. 

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

“Business Day” means any day other than a day on which banking institutions in The City of New York or in the City of San Antonio,
Texas are authorized or required by law to close, except as may otherwise be provided in the form of Securities of any particular series pursuant to the provisions of this Indenture. 

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Securities Exchange
Act of 1934, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date. 

“Consolidated Net Tangible Assets” means the total amount of assets shown on a consolidated balance sheet of the Partnership and its
Subsidiaries, prepared in accordance with generally accepted accounting principles, less (i) all current liabilities (except current portion of long-term debt and capital lease obligations, short-term debt and notes payable) and
(ii) goodwill and other intangible assets included on such balance sheet. 

  
 2 








 “Corporate Trust Office” means the office of the Trustee in the City of New York at
which at any particular time its corporate trust business shall be administered, which office on the date hereof is located at 100 Wall Street, Suite 1600, New York, New York 10005. 

“coupon” means any interest coupon appertaining to a Bearer Security. 

“Defaulted Interest” has the meaning specified in Section 307. 

“Dollars” or “$” or any similar reference shall mean the currency of the United States, except as may otherwise be
provided in the form of Securities of any particular series pursuant to the provisions of this Indenture. 
 “Event of Default”
has the meaning specified in Section 501. 
 “Funded Debt” means any indebtedness for money borrowed, created, issued,
incurred, assumed or guaranteed which would, in accordance with generally accepted accounting principles, be classified as long-term debt or capital lease obligations, but in any event including all indebtedness for money borrowed, whether secured
or unsecured, maturing more than one year, or extendible at the option of the obligor to a date more than one year, after the date of determination thereof (excluding any amount thereof included in current liabilities). 

“General Partner” means Valero Energy Partners GP LLC, a Delaware limited liability company, and its successors and permitted
assigns as general partner of the Partnership or as the business entity with the ultimate authority to manage the business and operations of the Partnership. 

“Holder”, when used with respect to any Security, means in the case of a Registered Security, the Person in whose name the Security
is registered in the Security Register and in the case of a Bearer Security, the bearer thereof and, when used with respect to any coupon, means the bearer thereof. 

“Indenture” means this instrument as it may from time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, and shall include each Officers’ Certificate delivered to the Trustee pursuant to Section 303. 

“interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity,
includes interest payable after Maturity, and, when used with respect to a Security which provides for the payment of Additional Amounts pursuant to Section 1004, includes such Additional Amounts. 

“Interest Payment Date” means the Stated Maturity of an installment of interest on the applicable Securities. 

“Maturity” when used with respect to any Security means the date on which the principal of such Security or an installment of
principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption, request for redemption or otherwise. 

  
 3 








 “Mortgages” means mortgages, liens, pledges, security interests or other encumbrances.

 “Officers’ Certificate” means a certificate signed by the Chief Executive Officer, the President, a Vice President or the
Treasurer, and by an Assistant Treasurer, the Secretary or an Assistant Secretary of the General Partner on behalf of the Partnership, and delivered to the Trustee, that meets the requirements of Section 102. 

“Opinion of Counsel” means a written opinion of counsel, who may (except as otherwise expressly provided in this Indenture) be an
employee of or counsel for the Partnership, the General Partner, or any Affiliate of the foregoing, that meets the requirements of Section 102. 

“Original Issue Discount Security” means a Security issued pursuant to this Indenture which provides for declaration of an amount
less than the principal thereof to be due and payable upon acceleration pursuant to Section 502. 
 “Outstanding” when used
with respect to Securities means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 

(i) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation; 

(ii) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Partnership) in trust or set aside and segregated in trust by the Partnership (if the Partnership shall act as its own Paying Agent) for the Holders of such Securities and any coupons thereto appertaining, provided that, if
such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made; and 

(iii) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands
such Securities are valid obligations of the Partnership; 
 provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of Holders of Securities for quorum purposes, the principal amount of an Original
Issue Discount Security that may be counted in making such determination and that shall be deemed to be Outstanding for such purposes shall be equal to the amount of the principal thereof that could be declared to be due and payable pursuant to the
terms of such Original Issue Discount Security at the time the taking of such action by the Holders of such requisite principal amount is evidenced to the Trustee as provided in Section 104(a), and, provided further, that Securities owned
beneficially by the Partnership or any other obligor upon the Securities or any Affiliate of the Partnership or such other obligor, other than Securities purchased in connection with the distribution or trading thereof, shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities which a Responsible Officer of the
Trustee 

  
 4 








 
actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Partnership or any other obligor upon the Securities or any Affiliate of the Partnership or such other obligor. 

“Partnership” means the Person named as the “Partnership” in the first paragraph of this instrument until a successor
Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Partnership” shall mean such successor Person. 

“Partnership Request” and “Partnership Order” mean, respectively, a written request or order signed in the name of the
Partnership by the Chief Executive Officer, the President, Chief Financial Officer, a Vice President or by the Treasurer, and by an Assistant Treasurer, the Secretary or an Assistant Secretary of the General Partner on behalf of the Partnership, and
delivered to the Trustee. 
 “Paying Agent” means any Person authorized by the Partnership to pay the principal of (and premium,
if any) or interest on any Securities on behalf of the Partnership. 
 “Person” means any individual, corporation, partnership,
limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or any agency, instrumentality or political subdivision thereof or other entity of any kind.

 “Place of Payment” when used with respect to the Securities of any series, means the place or places where the principal of
(and premium, if any) and interest on the Securities of that series are payable as specified as provided pursuant to Section 301. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a lost, destroyed, mutilated or stolen Security or a Security to which a
mutilated, destroyed, lost or stolen coupon appertains shall be deemed to evidence the same debt as the lost, destroyed, mutilated or stolen Security or the Security to which a mutilated, destroyed, lost or stolen coupon appertains. 

“Principal Property” shall mean whether currently owned or leased or subsequently acquired, any pipeline, gathering system,
terminal, storage facility, processing plant or other plant or facility located in the United States or any territory or political subdivision thereof owned or leased by the Partnership or any of its Subsidiaries and used in the transportation,
distribution, terminalling, gathering, treating, processing, marketing or storage of crude oil, natural gas, natural gas liquids and propane and refined petroleum products except (i) any property or asset consisting of inventories, furniture,
office fixtures and equipment (including data processing equipment), vehicles and equipment used on, or useful with, vehicles (but excluding vehicles that generate transportation revenues) and (ii) any such property or asset, plant or terminal
which, in the good faith opinion of the Board of Directors as evidenced by a Board Resolution, is not of material importance to the total business conducted by the Partnership and its Subsidiaries, taken as a whole. 

  
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 “Redemption Date” when used with respect to any Security to be redeemed means the date
fixed for such redemption by or pursuant to this Indenture. 
 “Redemption Price” when used with respect to any Security to be
redeemed means the price at which it is to be redeemed as determined pursuant to the provisions of this Indenture. 
 “Registered
Security” means any Security established pursuant to Section 201 which is registered in the Security Register. 
 “Regular
Record Date” for the interest payable on a Registered Security on any Interest Payment Date means the date, if any, specified in such Security as the “Regular Record Date”. 

“Responsible Officer” when used with respect to the Trustee means, any officer within the Corporate Trust Administration of the
Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. 

“Sale and Leaseback Transactions” has the meaning specified in Section 1102. 

“Security” or “Securities” means any Security or Securities, as the case may be, authenticated and delivered under this
Indenture. 
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

 “Special Record Date” for the payment of any Defaulted Interest on the Registered Securities of any series means a date fixed
by the Trustee pursuant to Section 307. 
 “Stated Maturity” when used with respect to any Security or any installment of
principal thereof or interest thereon means the date specified in such Security or a coupon representing such installment of interest as the fixed date on which the principal of such Security or such installment of principal or interest is due and
payable. 
 “Subsidiary” means (i) any corporation of which at the time of determination the Partnership and/or one or more
Subsidiaries owns or controls directly or indirectly more than 50% of the shares of Voting Stock, (ii) any general partnership, joint venture or similar entity, of which, at the time of determination, the Partnership and/or one or more
Subsidiaries owns or controls directly or indirectly more than 50% of the outstanding partnership or similar interests and (iii) any limited partnership of which at the time of determination the Partnership or any of its Subsidiaries is a
general partner and which is consolidated with the Partnership for financial reporting purposes pursuant to generally accepted accounting principles. 

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee
shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean each Person who is then a Trustee hereunder, and if at any time there is
more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of that series. 

  
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 “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended, and any
reference herein to the Trust Indenture Act or a particular provision thereof shall mean such Act or provision, as the case may be, as amended or replaced from time to time or as supplemented from time to time by rules or regulations adopted by the
Commission under or in furtherance of the purposes of such Act or provision, as the case may be. 
 “United States” means the
United States of America (including the States and the District of Columbia), its territories and possessions and other areas subject to its jurisdiction. 

“United States Alien” means any Person who, for United States Federal income tax purposes, is a foreign corporation, a non-resident
alien individual, a non-resident alien fiduciary of a foreign estate or trust, or a foreign partnership one or more of the members of which is, for United States Federal income tax purposes, a foreign corporation, a non-resident alien individual or
a nonresident alien fiduciary of a foreign estate or trust. 
 “U.S. Depository” or “Depository” means, with respect to
the Securities of any series issuable or issued in whole or in part in the form of one or more global Securities, the Person designated as U.S. Depository by the Partnership pursuant to Section 301, which must be a clearing agency registered
under the Securities Exchange Act of 1934, as amended, and, if so provided pursuant to Section 301 with respect to the Securities of any series, any successor to such Person. If at any time there is more than one such Person, “U.S.
Depository” shall mean, with respect to any series of Securities, the qualifying entity which has been appointed with respect to the Securities of that series. 

“Vice President” when used with respect to the General Partner shall mean any Vice President of the General Partner whether or not
designated by a number or a word or words added before or after the title “Vice President”. 
 “Voting Stock” means
stock of the class or classes having general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers or trustees of such corporation provided that, for the purposes hereof, stock which carries only
the right to vote conditionally on the happening of an event shall not be considered Voting Stock whether or not such event shall have happened. 

SECTION 102. Compliance Certificates and Opinions. 

Upon any application or request by the Partnership to the Trustee to take any action under any provision of this Indenture, the Partnership
shall furnish to the Trustee (a) an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and (b) an Opinion of Counsel stating that
in the opinion of such counsel, all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, no additional certificate or opinion need be furnished. 

  
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 Every certificate or opinion with respect to compliance with a condition or covenant provided for
in this Indenture (other than a certificate provided pursuant to Section 314(a)(4) of the Trust Indenture Act) must comply with the provisions of Section 314(e) of the Trust Indenture Act and shall include: 

(1) a statement that each individual signing such certificate or opinion has read such condition or covenant and the definitions herein
relating thereto; 
 (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or
opinions contained in such certificate or opinion are based; 
 (3) a statement that, in the opinion of each such individual, he has made
such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition or covenant has been complied with; and 

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with. 

SECTION 103. Form of Documents Delivered to Trustee. 

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that
all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. 
 Any
certificate or opinion of an officer of the General Partner may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to matters upon which his certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters,
upon a certificate or opinion of, or representations by, an officer or officers of the General Partner stating that the information with respect to such factual matters is in the possession of the Partnership, unless such counsel knows, or in the
exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. 

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
 SECTION 104. Acts of Holders.

 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or
taken by Holders of Securities of a series may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders of Securities of such series in person or by an agent duly appointed in writing. If, but
only if, Securities of a series are issuable as Bearer Securities, any request, 

  
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demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders of Securities of such series may, alternatively, be embodied
in and evidenced by the record of Holders of Securities of such series voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders of Securities of such series duly called and held in accordance with
the provisions of Article Fifteen, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both are delivered to the
Trustee and, where it is hereby expressly required, to the Partnership. Such instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders
signing such instrument or instruments and so voting at any such meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Partnership and any agent of the Trustee or the Partnership, if made in the manner provided in this Section. The record of any meeting of Holders of Securities
shall be proved in the manner provided in Section 1506. 
 Without limiting the generality of this Section 104, unless otherwise
established in or pursuant to a Board Resolution or set forth or determined in an Officers’ Certificate, or established in one or more indentures supplemental hereto, pursuant to Section 301, a Holder, including a U.S. Depository that is a
Holder of a global Security, may make, give or take, by a proxy, or proxies, duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by
Holders, and a U.S. Depository that is a Holder of a global Security may provide its proxy or proxies to the beneficial owners of interests in any such global Security through such U.S. Depository’s standing instructions and customary
practices. 
 The Partnership shall fix a record date for the purpose of determining the Persons who are beneficial owners of interest in
any permanent global Security held by a U.S. Depository entitled under the procedures of such U.S. Depository to make, give or take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent,
waiver or other action provided in this Indenture to be made, given or taken by Holders of Securities of a series. If such a record date is fixed, the Holders of such Securities of a series on such record date or their duly appointed proxy or
proxies, and only such Persons, shall be entitled to make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such Holders of such Securities of a series remain Holders of such
Securities of a series after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other action shall be valid or effective if made, given or taken more than 90 days after such record date. 

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine; and the Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. 

(c) The ownership of Registered Securities and the principal amount and serial numbers of Registered Securities held by any Person, and the
date of holding the same, shall be proved by the Security Register. 

  
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 (d) The principal amount and serial numbers of Bearer Securities held by any Person, and the date
of holding the same, may be proved by the production of such Bearer Securities or by a certificate executed, as depositary, by any trust company, bank, banker or other depositary reasonably acceptable to the Partnership, wherever situated, if such
certificate shall be deemed by the Trustee to be satisfactory, showing that at the date therein mentioned such Person had on deposit with such depositary, or exhibited to it, the Bearer Securities therein described; or such facts may be proved by
the certificate or affidavit of the Person holding such Bearer Securities, if such certificate or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the Partnership may assume that such ownership of any Bearer Security continues
until (1) another certificate or affidavit bearing a later date issued in respect of the same Bearer Security is produced, or (2) such Bearer Security is produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer Security is no longer Outstanding. The principal amount and serial numbers of Bearer Securities held by the Person so executing such instrument or writing and the date of
holding the same may also be proved in any other manner which the Trustee deems sufficient. 
 (e) If the Partnership shall solicit from the
Holders of any Registered Securities of a series any request, demand, authorization, direction, notice, consent, waiver or other Act, the Partnership may, at its option, by Board Resolution, fix in advance a record date for the determination of
Holders of Registered Securities of such series entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Partnership shall have no obligation to do so. If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of Registered Securities of the applicable series of record at the close of business on such record
date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Securities of the applicable series have authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Securities shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders of Registered Securities of the
applicable series on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 

(f) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security of a series shall
bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by the Trustee, any
Security Registrar, any Paying Agent or the Partnership in reliance thereon, whether or not notation of such action is made upon such Security. 

SECTION 105. Notices etc. to Trustee and Partnership. 

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with, 

  
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 (1) the Trustee by any Holder or by the Partnership shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, or 
 (2) the Partnership by
the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, postage prepaid, via certified mail, return receipt requested, to the Partnership addressed to the
attention of its Treasurer at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Partnership. 

SECTION 106. Notice to Holders of Securities; Waiver. 

Except as otherwise expressly provided herein or in the form of Securities of any particular series pursuant to the provisions of this
Indenture, where this Indenture provides for notice to Holders of Securities of any event, 
 (1) such notice shall be sufficiently given to
Holders of Registered Securities if in writing and mailed, first-class postage prepaid, to each Holder of a Registered Security affected by such event, at his address as it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such Notice; and 
 (2) such notice shall be sufficiently given to Holders of
Bearer Securities, if any, if published in an Authorized Newspaper in The City of New York and, if the Securities of such series are then listed on any stock exchange outside the United States, in an Authorized Newspaper in such city as the
Partnership shall advise the Trustee that such stock exchange so requires, on a Business Day at least twice, the first such publication to be not earlier than the earliest date and not later than the latest date prescribed for the giving of such
notice. 
 In any case where notice to Holders of Registered Securities is given by mail, neither the failure to mail such notice, nor any
defect in any notice so mailed, to any particular Holder of a Registered Security shall affect the sufficiency of such notice with respect to other Holders of Registered Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder. 
 In case by reason of the suspension of publication of any
Authorized Newspaper or Authorized Newspapers or by reason of any other cause it shall be impracticable to publish any notice to Holders of Bearer Securities as provided above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such Holders for every purpose hereunder. Neither failure to give notice by publication to Holders of Bearer Securities as provided above, nor any defect in any notice so
published, shall affect the sufficiency of any notice mailed to Holders of Registered Securities as provided above. 
 Where this Indenture
provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such 

  
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waiver shall be equivalent of such notice. Waivers of notice by Holders of Securities shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any
action taken in reliance upon such waiver. 
 SECTION 107. Language of Notices, etc. 

Any request, demand, authorization, direction, notice, consent, election or waiver required or permitted under this Indenture shall be in the
English language, except that, if the Partnership so elects, any published notice may be in an official language of the country of publication. 

SECTION 108. Conflict with Trust Indenture Act. 

If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Indenture by any
of the provisions of the Trust Indenture Act, such required provisions shall control. 
 SECTION 109. Effect of Headings and Table of
Contents. 
 The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof. 
 SECTION 110. Successors and Assigns. 

All covenants and agreements in this Indenture by the parties hereto shall bind the successors and assigns of such parties, whether so
expressed or not. 
 SECTION 111. Severability Clause. 

In case any provision in this Indenture or in the Securities or coupons shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 112. Benefits of Indenture. 

Nothing in this Indenture or in the Securities or coupons, express or implied, shall give to any Person, other than the parties hereto, any
Security Registrar, any Paying Agent and their successors hereunder and the Holders of Securities or coupons, any benefit or any legal or equitable right, remedy or claim under this Indenture. 

SECTION 113. Governing Law. 

This Indenture and the Securities and coupons 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. 

  
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 SECTION 114. Legal Holidays. 

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or the Securities or coupons other than a provision in the Securities of the particular series which specifically states that such provision shall apply in lieu of this Section)
payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day, except that if such next succeeding Business Day is in the next succeeding calendar
year, then on the immediately preceding Business Day, at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, and no interest shall accrue on the amount so
payable for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be. 
 SECTION 115. No
Recourse Against Others. 
 A director, officer, employee, stockholder, partner, limited partner or other owner of the General Partner, the
Partnership or any of their Affiliates or the Trustee, as such, shall not have any liability for any obligations of the Partnership under the Securities or for any obligations of the Partnership or the Trustee under this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each Holder by accepting a Security waives and releases all such liability. The waiver and release shall be part of the consideration for the issue of Securities. 

ARTICLE TWO 
 SECURITY FORMS 

SECTION 201. Forms Generally. 

The Registered Securities, if any, of each series and the Bearer Securities, if any, of each series, related coupons, if any, and temporary
global Securities, if any, shall be in the form established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, shall have appropriate insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or any indenture supplemental hereto and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers
executing such Securities, as evidenced by their execution of such Securities. 
 Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities, the Securities of each series shall be issuable in registered form without coupons. If so provided as contemplated by Section 301, the Securities of a series also shall be issuable in
bearer form, with or without interest coupons attached. 
 The definitive Securities and coupons shall be printed, lithographed or engraved
or produced by any combination of these methods on a steel engraved border or steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities, as conclusively evidenced by their execution of
such Securities or coupons. 

  
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 SECTION 202. Form of Trustee’s Certificate of Authentication. 

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

 

					
		 	U.S. BANK NATIONAL ASSOCIATION,
		
		 	as Trustee
		
		 	Dated:
                                         
               
			
		 	By:	 	  

		
		 	Authorized Signatory

 ARTICLE THREE 

THE SECURITIES 
 SECTION 301.
Amount Unlimited; Issuable in Series. 
 The aggregate principal amount of Securities which may be authenticated and delivered under this
Indenture is unlimited. 
 The Securities may be issued in one or more series. There shall be established in or pursuant to a Board
Resolution, and set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto: 
 (1) the title
of the Securities and the series in which such Securities shall be included; 
 (2) any limit upon the aggregate principal amount of the
Securities of such title or the Securities of such series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304, 305, 306, 906 or 1207); 
 (3) whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities (with or without coupons) or both; any restrictions applicable to the offer, sale or delivery of Bearer Securities and the terms upon which Bearer Securities of the series may be exchanged for Registered
Securities of the series and vice versa; and whether any Securities of the series are to be issuable initially in global form and, if so, (i) whether beneficial owners of interests in any such global Security may exchange such interests for
Securities of such series and of like tenor of any authorized form and denomination and the circumstances under which any such exchanges may occur, if other than in the manner specified in Section 305 and (ii) the name of the depository or
the U.S. Depository, as the case may be, with respect to any global Security; 
 (4) the date as of which any Bearer Securities of the
series and any temporary global Security representing Outstanding Securities of the series shall be dated if other than the date of original issuance of the first Security of the series to be issued; 

  
 14 








 (5) if Securities of the series are to be issuable as Bearer Securities, whether interest in
respect of any portion of a temporary Bearer Security in global form (representing all of the Outstanding Bearer Securities of the series) payable in respect of an Interest Payment Date prior to the exchange of such temporary Bearer Security for
definitive Securities of the series shall be paid to any clearing organization with respect to the portion of such temporary Bearer Security held for its account and, in such event, the terms and conditions (including any certification requirements)
upon which any such interest payment received by a clearing organization will be credited to the Persons entitled to interest payable on such Interest Payment Date; 

(6) the date or dates on which the principal of such Securities is payable; 

(7) the rate or rates at which such Securities shall bear interest, if any, or any method by which such rate or rates shall be determined, the
date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest shall be payable and the Regular Record Date for the interest payable on Registered Securities on any Interest Payment Date, whether and under
what circumstances Additional Amounts on such Securities shall be payable in respect of specified taxes, assessments or other governmental charges withheld or deducted and, if so, whether the Partnership has the option to redeem the affected
Securities rather than pay such Additional Amounts, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; 

(8) the place or places, if any, in addition to or other than the Borough of Manhattan, The City of New York, where the principal of (and
premium, if any) and interest on such Securities shall be payable; 
 (9) the period or periods within which, the price or prices at which
and the terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the Partnership; 
 (10) the
obligation, if any, of the Partnership to redeem or purchase such Securities pursuant to any sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms
and conditions upon which such Securities shall be redeemed or purchased, in whole or in part, pursuant to such obligation, and any provisions for the remarketing of such Securities; 

(11) the denominations in which Registered Securities of the series, if any, shall be issuable if other than minimum denominations of $2,000
and integral multiples of $1,000 in excess thereof, and the denominations in which Bearer Securities of the series, if any, shall be issuable if other than the denomination of $5,000; 

(12) if other than the principal amount thereof, the portion of the principal amount of such Securities which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 502; 
 (13) if other than the currency of the United States,
the coin or currency, including composite currencies, in which payment of the principal of (and premium, if any) and interest, if any, on such Securities shall be payable; 

  
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 (14) if the principal of (and premium, if any) or interest, if any, on such Securities are to be
payable, at the election of the Partnership or a Holder thereof, in a coin or currency, including composite currencies, other than that in which the Securities are stated to be payable, the period or periods within which, and the terms and
conditions upon which, such election may be made; 
 (15) if the amount of payments of principal of (and premium, if any) or interest, if
any, on such Securities may be determined with reference to an index, formula or other method or based on a coin or currency other than that in which the Securities are stated to be payable, the manner in which such amounts shall be determined; 

(16) the right, if any, of the Partnership to defer payments of interest by extending the interest payment periods and specify the duration of
such extension, the Interest Payment Dates on which such interest shall be payable and whether and under what circumstances additional interest on amounts deferred shall be payable; 

(17) the limitation, if any, on the Partnership’s right to make distributions with respect to, or redeem, purchase or acquire, or make a
liquidation payment with respect to, any of its common units or other limited partner interests or other comparable equity interests; 

(18) if the Securities of such series are to be issuable in definitive form (whether upon original issue or upon exchange of a temporary
Security of such series) only upon receipt of certain certificates or other documents or satisfaction of other conditions, then the form and terms of such certificates, documents or conditions; 

(19) if the Securities of the series are to be convertible into or exchangeable for capital stock, other debt securities (including Securities
of another series), warrants, other equity securities or any other securities or property of the Partnership or any other Person, at the option of the Partnership or the Holder or upon the occurrence of any condition or event, the terms and
conditions for such conversion or exchange; and 
 (20) any other terms of such Securities (which terms shall not be inconsistent with the
provisions of this Indenture). 
 All Securities of any one series and the coupons appertaining to Bearer Securities of such series, if any,
shall be substantially identical except as to denomination and the rate or rates of interest, if any, and Stated Maturity, the date from which interest, if any, shall accrue and except as may otherwise be provided in or pursuant to such Board
Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto. All Securities of any one series need not be issued at the same time, and unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series. 
 If any of the terms of the Securities of any series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the General Partner and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting
forth the terms of such series. 

  
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 SECTION 302. Denominations. 

Unless other denominations and amounts may from time to time be fixed by or pursuant to a Board Resolution, the Registered Securities of each
series, if any, shall be issuable in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof and the Bearer Securities of each series, if any, shall be issuable in the denomination of $5,000, or
in such other denominations and amounts as may from time to time be fixed by or pursuant to a Board Resolution. 
 SECTION 303. Execution,
Authentication, Delivery and Dating. 
 The Securities shall be executed on behalf of the Partnership by the General Partner’s Chief
Executive Officer, President, Vice President serving as Chief Financial Officer or its Treasurer and attested by the General Partner’s Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may
be manual or facsimile. Coupons shall bear the facsimile signature of the Treasurer or any Assistant Treasurer of the General Partner. 

Securities and coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the General
Partner shall bind the Partnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 

At any time and from time to time after the execution and delivery of this Indenture, the Partnership may deliver Securities of any series,
together with any coupons appertaining thereto, executed by the Partnership to the Trustee for authentication, together with the Board Resolution and Officers’ Certificate or supplemental indenture with respect to such Securities referred to in
Section 301 and a Partnership Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Partnership Order and subject to the provisions hereof shall authenticate and make available for delivery such
Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in
relying upon, an Opinion of Counsel stating, 
 1. the form and terms of such Securities and coupons, if any, have been established in
conformity with the provisions of this Indenture; 
 2. that all conditions precedent to the authentication and delivery of such Securities,
together with the coupons, if any, appertaining thereto, have been complied with and that such Securities and coupons, when authenticated and delivered by the Trustee and issued by the Partnership in the manner and subject to any conditions
specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Partnership, enforceable in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other
laws of general applicability relating to or affecting creditors’ rights and to general equity principles, 
 3. that all laws and
requirements in respect of the execution and delivery by the Partnership of such Securities and coupons, if any, have been complied with; and 

  
 17 








 4. as to such other matters as the Trustee may reasonably request. 

The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee or if the Trustee being advised by counsel determines that such action may not
lawfully be taken. 
 Each Registered Security shall be dated the date of its authentication. Each Bearer Security and any temporary Bearer
Security in global form shall be dated as of the date specified as contemplated by Section 301. 
 No Security or coupon appertaining
thereto shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for in Section 202 or 612 executed
by or on behalf of the Trustee by the manual signature of one of its authorized signers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered
hereunder. Except as permitted by Section 306 or 307, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. 

SECTION 304. Temporary Securities. 

Pending the preparation of definitive Securities of any series, the Partnership may execute and deliver to the Trustee, and upon Partnership
Order the Trustee shall authenticate and make available for delivery in the manner provided in Section 303, temporary Securities of such series which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued, in registered form, or, if authorized, in bearer form with one or more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities. In the case of Bearer Securities of any series, such temporary Securities may be in global
form, representing all of the Outstanding Bearer Securities of such series. 
 Except in the case of temporary Securities in global form,
which shall be exchanged in accordance with the provisions thereof, if temporary Securities of any series are issued, the Partnership will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of
definitive Securities, the temporary Securities of such series shall be exchangeable for definitive Securities of such series containing identical terms and provisions upon surrender of the temporary Securities of such series at an office or agency
of the Partnership maintained for such purpose pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series (accompanied by any unmatured coupons appertaining
thereto) the Partnership shall execute and the Trustee shall authenticate and make available for delivery in exchange therefor a like principal amount of definitive Securities of authorized denominations of the same series containing identical terms
and provisions; provided, however, that no definitive Bearer Security, except as provided pursuant to Section 301, shall be delivered in exchange for a temporary 

  
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Registered Security; and provided, further, that a definitive Bearer Security shall be delivered in exchange for a temporary Bearer Security only in compliance with the conditions set forth
therein. Unless otherwise specified as contemplated by Section 301 with respect to a temporary global Security, until so exchanged the temporary Securities of any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series. 
 SECTION 305. Registration, Transfer and Exchange. 

With respect to the Registered Securities of each series, if any, the Partnership shall cause to be kept at an office or agency of the
Partnership maintained pursuant to Section 1002, a register (herein sometimes referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Partnership shall provide for the
registration of the Registered Securities of each series and of transfers of the Registered Securities of each series. Such office or agency shall be the “Security Registrar” for the Registered Securities, if any, of each series of
Securities. In the event that the Trustee shall not be the Security Registrar, it shall have the right to examine the Security Register at all reasonable times. 

Upon surrender for registration of transfer of any Registered Security of any series at any office or agency of the Partnership maintained for
that series pursuant to Section 1002, the Partnership shall execute, and the Trustee shall authenticate and make available for delivery, in the name of the designated transferee or transferees, one or more new Registered Securities of the same
series, of any authorized denominations, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 

At the option of the Holder, Registered Securities of any series may be exchanged for other Registered Securities of the same series
containing identical terms and provisions, in any authorized denominations, and of a like aggregate principal amount, upon surrender of the Securities to be exchanged at any such office or agency. Whenever any Registered Securities are so
surrendered for exchange, the Partnership shall execute, and the Trustee shall authenticate and make available for delivery, the Registered Securities which the holder making the exchange is entitled to receive. 

At the option of the Holder, Bearer Securities of any series may be exchanged for Registered Securities of the same series containing
identical terms and provisions, of any authorized denominations and aggregate principal amount, upon surrender of the Bearer Securities to be exchanged at any such office or agency, with all unmatured coupons and all matured coupons in default
thereto appertaining. If the Holder of a Bearer Security is unable to produce any such unmatured coupon or coupons or matured coupon or coupons in default, such exchange may be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Partnership and the Trustee in an amount equal to the face amount of such missing coupon or coupons, or the surrender of such missing coupon or coupons may be waived by the Partnership and the Trustee if there is furnished to them
such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to any Paying Agent any such missing coupon in respect of which such a payment shall have
been made, such Holder shall be entitled to receive the amount of such payment; provided, however, that, except as otherwise provided in Section 1002, interest represented by coupons shall be payable only upon presentation and surrender of
those coupons at an office or agency located outside the United States. Notwithstanding the foregoing, in case a 

  
 19 








 
Bearer Security of any series is surrendered at any such office or agency in exchange for a Registered Security of the same series and like tenor after the close of business at such office or
agency on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of business at such office or agency on the
related date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date or proposed date of payment, as the case may be (or, if such coupon is so surrendered with such
Bearer Security, such coupon shall be returned to the person so surrendering the Bearer Security), and interest or Defaulted Interest, as the case may be, will not be payable on such Interest Payment Date or proposed date for payment, as the case
may be, in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 

If expressly provided with respect to the Securities of any series, at the option of the Holder, Registered Securities of such series may be
exchanged for Bearer Securities upon such terms and conditions as may be provided with respect to such series. 
 Whenever any Securities
are so surrendered for exchange, the Partnership shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 

Notwithstanding the foregoing, except as otherwise specified as contemplated by Section 301, any global Security shall be exchangeable
only if (i) the Securities Depository notifies the Partnership that it is unwilling or unable to continue as Securities Depository and a successor depository is not appointed by the Partnership within 60 days, (ii) the Partnership executes
and delivers to the Trustee a Partnership Order to the effect that such global Security shall be so exchangeable, or (iii) an Event of Default has occurred and is continuing with respect to the Securities and the Security Registrar has received
a request from the Securities Depository to issue Securities in lieu of all or a portion of the global Security. If the beneficial owners of interests in a global Security are entitled to exchange such interests for Securities of such series and of
like tenor and principal amount of any authorized form and denomination, as specified as contemplated by Section 301, then without unnecessary delay but in any event not later than the earliest date on which such interests may be so exchanged,
the Partnership shall deliver to the Trustee definitive Securities of that series in aggregate principal amount equal to the principal amount of such global Security, executed by the Partnership. On or after the earliest date on which such interests
may be so exchanged, such global Securities shall be surrendered from time to time by the U.S. Depository or such other depository as shall be specified in the Partnership Order with respect thereto, and in accordance with instructions given to the
Trustee and the U.S. Depository or such depository, as the case may be (which instructions shall be in writing but need not comply with Section 102 or be accompanied by an Opinion of Counsel), as shall be specified in the Partnership Order with
respect thereto to the Trustee, as the Partnership’s agent for such purpose, to be exchanged, in whole or in part, for definitive Securities of the same series without charge. The Trustee shall authenticate and make available for delivery, in
exchange for each portion of such surrendered global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such global Security to be exchanged which
(unless the Securities of the series are not issuable both as Bearer Securities and as Registered Securities, in which case the definitive Securities exchanged 

  
 20 








 
for the global Security shall be issuable only in the form in which the Securities are issuable, as specified as contemplated by Section 301) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the beneficial owner thereof; provided, however, that no such exchanges may occur during a period beginning at the opening of business 15 days before any selection of
Securities of that series to be redeemed and ending on the relevant Redemption Date; and provided, further, that (unless otherwise specified as contemplated by Section 301) no Bearer Security delivered in exchange for a portion of a global
Security shall be mailed or otherwise delivered to any location in the United States. Promptly following any such exchange in part, such global Security shall be returned by the Trustee to such depository or the U.S. Depository, as the case may be,
or such other depository or U.S. Depository referred to above in accordance with the instructions of the Partnership referred to above. If a Registered Security is issued in exchange for any portion of a global Security after the close of business
at the office or agency where such exchange occurs on (i) any Regular Record Date and before the opening of business at such office or agency on the relevant Interest Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of interest or Defaulted Interest, as the case may be, interest will not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect
of such Registered Security, but will be payable on such Interest Payment Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such global Security is payable in accordance with the
provisions of this Indenture. 
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid
obligations of the Partnership, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

Every Registered Security presented or surrendered for registration of transfer, or for exchange or redemption shall (if so required by the
Partnership or the Security Registrar for such series of Security presented) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Partnership and such Security Registrar duly executed, by the Holder
thereof or his attorney duly authorized in writing. 
 No service charge shall be made for any registration of transfer or exchange, or
redemption of Securities, but the Partnership may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges
pursuant to Section 304, 906 or 1206 not involving any transfer. 
 The Partnership shall not be required (i) to issue, register
the transfer of or exchange any Securities of any series during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities of that series selected for redemption under
Section 1203 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Registered Security so selected for redemption in whole or in part, except, in the case of any Security to be
redeemed in part, the portion thereof not to be redeemed, or (iii) to exchange any Bearer Security so selected for redemption except that such a Bearer Security may be exchanged for a Registered Security of that series, provided that such
Registered Security shall be immediately surrendered for redemption with written instruction for payment consistent with the provisions of this Indenture. 

  
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 SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security or a Security with a mutilated coupon appertaining to it is surrendered to the Trustee, the Partnership shall
execute and the Trustee shall authenticate and make available for delivery in exchange therefor a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with
coupons corresponding to the coupons, if any, appertaining to the surrendered Securities. 
 If there be delivered to the Partnership and to
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security or coupon, and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then,
in the absence of notice to the Partnership or the Trustee that such Security or coupon has been acquired by a bona fide purchaser, the Partnership shall execute and upon its request the Trustee shall authenticate and make available for delivery, in
lieu of any such destroyed, lost or stolen Security or in exchange for the Security to which a destroyed, lost or stolen coupon appertains (with all appurtenant coupons not destroyed, lost or stolen), a new Security of the same series containing
identical terms and of like principal amount and bearing a number not contemporaneously outstanding, with coupons corresponding to the coupons, if any, appertaining to such destroyed, lost or stolen Security or to the Security to which such
destroyed, lost or stolen coupon appertains. 
 In case any such mutilated, destroyed, lost or stolen Security or coupon has become or is
about to become due and payable, the Partnership in its discretion may, instead of issuing a new Security, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any) and any interest on Bearer Securities
shall, except as otherwise provided in Section 1002, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 301, any interest on Bearer Securities shall be
payable only upon presentation and surrender of the coupons appertaining thereto. 
 Upon the issuance of any new Security under this
Section, the Partnership may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and its counsel)
connected therewith. 
 Every new Security of any series, with its coupons, if any, issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen coupon appertains, shall constitute an original additional contractual obligation of the Partnership, whether or not the destroyed, lost or stolen
Security and its coupons, if any, or the destroyed, lost or stolen coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that
series and their coupons, if any, duly issued hereunder. 

  
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 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other
rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons. 
 SECTION
307. Payment of Interest; Interest Rights Preserved. 
 Interest on any Registered Security which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall, if so provided in such Security, be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such
interest. In case a Bearer Security of any series is surrendered in exchange for a Registered Security of such series after the close of business (at an office or agency in a Place of Payment for such series) on any Regular Record Date and before
the opening of business (at such office or agency) on the next succeeding Interest Payment Date, such Bearer Security shall be surrendered without the coupon relating to such Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 

Any interest on any Registered Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date for such Registered Security (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be
paid by the Partnership, at its election in each case, as provided in Clause (1) or (2) below: 
 (1) The Partnership may elect to
make payment of any Defaulted Interest to the Persons in whose names the Registered Securities affected (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Partnership shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Registered Security and the date of the proposed payment, and at the
same time the Partnership shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit 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 Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 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 Trustee shall promptly
notify the Partnership of such Special Record Date and, in the name and at the expense of the Partnership, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage
prepaid, to each Holder of such Registered Securities at his address as it appears in the Security Register not less than 10 days prior to such Special Record Date. The Trustee may in the name and at the expense of the Partnership, cause a similar
notice to be published at least once in a newspaper, customarily published in the English language on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition
precedent to the establishment of such Special Record Date. Notice of the 

  
 23 








 
proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such
Registered Securities (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). In case a Bearer Security of any series is
surrendered at the office or agency in a Place of Payment for such series in exchange for a Registered Security of such series after the close of business at such office or agency on any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest, such Bearer Security shall be surrendered without the coupon relating to such proposed date of payment and Defaulted Interest will not be payable on such proposed date
of payment in respect of the Registered Security issued in exchange for such Bearer Security, but will be payable only to the Holder of such coupon when due in accordance with the provisions of this Indenture. 

(2) The Partnership may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any
securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Partnership to the Trustee of the proposed payment pursuant to this Clause, such payment shall be
deemed practicable by the Trustee. 
 At the option of the Partnership, interest on Registered Securities of any series that bear interest
may be paid by mailing a check to the address of the person entitled thereto as such address shall appear in the Security Register. 

Subject to the foregoing provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue interest, which were carried by such other Security. 

SECTION 308. Persons Deemed Owners. 

Prior to due presentment of a Registered Security for registration of transfer, the Partnership, the Trustee and any agent of the Partnership
or the Trustee may treat the Person in whose name such Registered Security is registered as the owner of such Registered Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307)
interest on such Registered Security and for all other purposes whatsoever, whether or not such Registered Security be overdue, and neither the Partnership, the Trustee nor any agent of the Partnership or the Trustee shall be affected by notice to
the contrary. 
 The Partnership, the Trustee and any agent of the Partnership or the Trustee may treat the bearer of any Bearer Security
and the bearer of any coupon as the absolute owner of such Security or coupon for the purpose of receiving payment thereof or on account thereof and for all other purposes whatsoever, whether or not such Security or coupon be overdue, and neither
the Partnership, the Trustee nor any agent of the Partnership or the Trustee shall be affected by notice to the contrary. 

  
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 SECTION 309. Cancellation. 

All Securities and coupons surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and coupons and Securities and coupons surrendered directly to the Trustee for any such purpose shall be promptly cancelled by
it. The Partnership may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Partnership may have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities and coupons held by
the Trustee shall be disposed of by the Trustee in its customary manner. 
 SECTION 310. Computation of Interest. 

Except as otherwise specified as contemplated by Section 301 for Securities of any series, or as set forth in any supplemental indenture,
interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months or, for any period shorter than a full three months, on the basis of the actual number of days elapsed in such period. 

SECTION 311. CUSIP Numbers. 

The Partnership in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption as a convenience to 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 Securities or as contained in any
notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Partnership will promptly
notify the Trustee of any change in the “CUSIP” numbers. 
 ARTICLE FOUR 

SATISFACTION AND DISCHARGE 

SECTION 401. Satisfaction and Discharge of Indenture. 

Upon the direction of the Partnership by a Partnership Order this Indenture shall cease to be of further effect (except as to any surviving
rights of registration of transfer or exchange of Securities herein expressly provided for and any right to receive Additional Amounts, as provided in Section 1004), and the Trustee, on demand of and at the expense of the Partnership, shall
execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
 (1) either 

(A) all Securities theretofore authenticated and delivered and all coupons appertaining thereto (other than (i) coupons appertaining to
Bearer Securities surrendered for 

  
 25 








 
exchange for Registered Securities and maturing after such exchange, whose surrender is not required or has been waived as provided in Section 305, (ii) Securities and coupons which
have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, (iii) coupons appertaining to Securities called for redemption and maturing after the relevant Redemption Date, whose surrender has been
waived as provided in Section 1206, and (iv) Securities and coupons for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Partnership and thereafter repaid to the Partnership or discharged
from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 
 (B) all such Securities and,
in the case of (i) or (ii) below, any such coupons appertaining thereto not theretofore delivered to the Trustee for cancellation 

(i) have become due and payable, or 

(ii) will become due and payable at their Stated Maturity within one year, or 

(iii) if redeemable at the option of the Partnership, are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Partnership, and the Partnership, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited
with the Trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness on such Securities and coupons not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any)
and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 

(2) the Partnership has paid or caused to be paid all other sums payable hereunder by the Partnership; and 

(3) the Partnership has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
 In the event there
are Securities of two or more series hereunder, the Trustee shall be required to execute an instrument acknowledging satisfaction and discharge of this Indenture only if requested to do so with respect to Securities of all series as to which it is
Trustee and if the other conditions thereto are met. In the event there are two or more Trustees hereunder, then the effectiveness of any such instrument shall be conditioned upon receipt of such instrument from all Trustees hereunder. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Partnership to the Trustee under Section 607
and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such
satisfaction and discharge. 

  
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 SECTION 402. Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall
be held in trust and applied by it, in accordance with the provisions of the Securities, the coupons and this Indenture, to the payment, either directly or through any Paying Agent (including the Partnership acting as its own Paying Agent) as the
Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and any interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the
extent required by law. 
 ARTICLE FIVE 

REMEDIES 
 SECTION 501. Events of
Default. 
 “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following
events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body): 
 (1) default in the payment of any interest upon any Security of that series when such interest becomes due and
payable, and continuance of such default for a period of 30 days; provided, however, that a valid extension of an interest payment period by the Partnership in accordance with the terms of the Securities of such series shall not constitute a default
in the payment of interest for this purpose; or 
 (2) default in the payment of the principal of (and premium, if any, on) any Security of
that series when it becomes due and payable at Maturity; or 
 (3) default in the deposit of any sinking fund payment, when and as due by
the terms of a Security of that series; or 
 (4) default in the performance, or breach, of any covenant or warranty of the Partnership in
this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has been expressly included in this Indenture solely for the benefit of series of
Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Partnership by the Trustee or to the Partnership and the Trustee by the Holders
of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or 

(5) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Partnership in an involuntary case
under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Partnership or for any substantial part of its
property, or ordering the winding-up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or 

  
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 (6) the Partnership shall commence a voluntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of or taking possession by a receiver, liquidator, assignee,
trustee, custodian, sequestrator (or similar official) of the Partnership or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due or
shall take any corporate action in furtherance of any of the foregoing; or 
 (7) any other Event of Default provided with respect to
Securities of that series. 
 SECTION 502. Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal of all the Securities of that series, or such lesser amount as may be provided for in the Securities of that
series, to be due and payable immediately, by a notice in writing to the Partnership (and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount shall become immediately due and payable. 

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Event of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such
declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if 
 (1) the Partnership has
paid or deposited with the Trustee a sum sufficient to pay 
 (A) all overdue installments of interest on all Securities of that series,

 (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of
acceleration and interest thereon at the rate or rates borne by or provided for in such Securities, 
 (C) to the extent that payment of
such interest is lawful, interest upon overdue installments of interest at the rate or rates borne by or provided for in such Securities, and 

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; 
 and 

  
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 (2) all Events of Default with respect to Securities of that series, other than the non-payment
of the principal of Securities of that series which has become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 

No such rescission shall affect any subsequent default or impair any right consequent thereon. 

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee. 

If an Event of Default specified in Section 502 (1) or Section 502 (2) occurs and is continuing, the Partnership will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities and coupons, the whole amount then due and payable on such Securities and coupons for principal (and premium, if any) and interest, with interest upon the
overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon overdue installments of interest at the rate or rates borne by or provided for in such Securities, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 

If the Partnership fails 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, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Partnership or any other obligor upon such Securities and collect
the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Partnership or any other obligor upon such Securities, wherever situated. 

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such series and any related coupons by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 

SECTION 504. Trustee May File Proofs of Claim. 

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Partnership or any other obligor upon the Securities or the property of the Partnership or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities 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 on the Partnership for the payment of overdue principal or interest) shall be entitled and empowered, by
intervention in such proceeding or otherwise, 
 (i) to file and prove a claim for the whole amount, or such lesser amount as may be
provided for in the Securities of that series, of principal (and premium, if any) and interest owing and unpaid in respect of the Securities and to file such other papers or documents as may be 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, its agents or counsel) and of the Holders allowed in such judicial proceeding, and 

  
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 (ii) to collect and receive any moneys or other property payable or deliverable on any such
claims and to distribute the same; 
 and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial
proceeding is hereby authorized by each Holder of Securities and coupons to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders of Securities and coupons, to pay
to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 607. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a
Security or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Securities or coupons or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder of a Security or
coupon in any such proceeding. 
 SECTION 505. Trustee May Enforce Claims Without Possession of Securities or Coupons. 

All rights of action and claims under this Indenture or any of the Securities or coupons may be prosecuted and enforced by the Trustee without
the possession of any of the Securities or coupons or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery or
judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities and coupons in respect of which
such judgment has been recovered. 
 SECTION 506. Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal (and premium, if any) or interest, upon presentation of the Securities or coupons, or both, as the case may be, and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid: 
 FIRST: To the payment of all amounts due the Trustee and its agents and counsel under
Section 607; 
 SECOND: To the payment of the amounts then due and unpaid upon the Securities and coupons for principal (and premium,
if any) and interest in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities and coupons for principal
(and premium, if any) and interest, respectively; 
 THIRD: The balance, if any, to the Partnership. 

  
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 The Trustee may fix a record date and payment date for any payment to Holders of Securities
pursuant to this Section 506. 
 SECTION 507. Limitation on Suits. 

No Holder of any Security of any series or any related coupons shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless 
 (1) such Holder has
previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series; 
 (2) the
Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 

(3) such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to
be incurred in compliance with such request; 
 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity
has failed to institute any such proceeding; and 
 (5) no direction inconsistent with such written request has been given to the Trustee
during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; 
 it being understood and intended
that no one or more of such 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 such Holders or Holders of any other series, or
to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders. 

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest. 

Notwithstanding any other provision in this Indenture, the Holder of any Security or coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of (and premium, if any) and (subject to Sections 305 and 307) interest on such Security or payment of such coupon on the respective Stated Maturity or Maturities expressed in such Security or
coupon (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. 

SECTION 509. Restoration of Rights and Remedies. 

If the Trustee or any Holder of a Security or coupon has instituted any proceeding to enforce any right or remedy under this Indenture and
such proceeding has been discontinued or 

  
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abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Partnership, the Trustee and the Holders of Securities and coupons
shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had
been instituted. 
 SECTION 510. Rights and Remedies Cumulative. 

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities or coupons in the
last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders of Securities or coupons is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate right or remedy. 
 SECTION 511. Delay or Omission Not Waiver.

 No delay or omission of the Trustee or of any Holder of any Security or coupon to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders of Securities or coupons may be
exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders of Securities or coupons, as the case may be. 

SECTION 512. Control by Holders of Securities. 

The Holders of a majority in principal amount of the Outstanding Securities of any series 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 Securities of such series, provided that 

(1) such direction shall not be in conflict with any rule of law or with this Indenture, 

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 

(3) such direction is not unduly prejudicial to the rights of other Holders of Securities of such series. 

SECTION 513. Waiver of Past Defaults. 

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all
the Securities of such series and any related coupons waive any past default hereunder with respect to such series and its consequences, except a default 

  
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 (1) in the payment of the principal of (and premium, if any) or interest on any Security of such
series, or 
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected. 
 Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

SECTION 514. Undertaking for Costs. 

All parties to this Indenture agree, and each Holder of any Security or coupon by his acceptance thereof shall be deemed to have agreed, that
any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit, other than the Trustee, 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,
including the Trustee, having due regard to the merits and good faith of the claims or defenses made by such party litigant, but the provisions of this Section shall not apply to any suit instituted by the Partnership, the Trustee or by any Holder,
or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder of any Security or coupon for the enforcement of the payment of the principal of
(and premium, if any) or interest on any Security or the payment of any coupon on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date) or interest on any overdue
principal of any Security. 
 SECTION 515. Waiver of Stay, Extension or Usury Laws. 

The Partnership covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Partnership (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not 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. 
 ARTICLE SIX 

THE TRUSTEE 
 SECTION 601.
Certain Duties and Responsibilities. 
 (a) Except during the continuance of an Event of Default, 

  
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 (1) the Trustee undertakes to perform such duties, and only such duties, as are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee or any predecessor Trustee; and 

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to
be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of any facts or mathematical
calculations stated therein). 
 (b) In case 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 their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs. 

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that 
 (1) this Subsection shall not be construed to limit the effect of Subsection
(a) of this Section; 
 (2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 
 (3) 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 a majority in principal amount of the Outstanding Securities of any series, 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 with respect to the Securities of such series; and 

(4) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 
 (d) Whether or not therein expressly so 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. 

  
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 SECTION 602. Notice of Defaults. 

Within 90 days after the occurrence of any default hereunder with respect to the Securities of any series that is known to the Trustee, the
Trustee shall transmit by mail to all Holders of Securities of such series entitled to receive reports pursuant to Section 703(c), notice of such default hereunder, unless such default shall have been cured or waived, provided, however, that,
except in the case of a default in the payment of the principal of (and premium, if any) or interest on any Security of such series or in the payment of any sinking fund installment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as a committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of Securities and coupons of
such series; and provided, further, that in the case of any default of the character specified in Section 501(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series. 

SECTION 603. Certain Rights of Trustee. 

Except as otherwise provided in Section 601: 

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, or other paper or document (whether in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or
presented by the proper party or parties and the Trustee need not investigate any fact or matter stated therein; 
 (b) any request or
direction of the Partnership mentioned herein shall be sufficiently evidenced by a Partnership Request or Partnership Order (other than delivery of any Security to the Trustee for authentication and delivery pursuant to Section 303 which shall
be sufficiently evidenced as provided therein) and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely on an Officers’ Certificate, an Opinion of Counsel or
both, and will not be liable for any action it takes or omits to take in good faith and in reliance on such Officers’ Certificate or Opinion of Counsel; 

(d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities of any 

  
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series or any related coupons pursuant to this Indenture, unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or direction; 
 (f) 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
Partnership, personally or by agent or attorney at the sole cost of the Partnership and shall incur no liability of any kind solely by reason of such inquiry or investigation; 

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

(h) in no event shall the Trustee be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action; 

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

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

(k) the Trustee may request that the Partnership deliver an Officer’s Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in
any such certificate previously delivered and not superseded. 
 SECTION 604. Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, and in any coupons shall be
taken as the statements of the Partnership, and the Trustee or any Authenticating Agent assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or
coupons. The Trustee or any Authenticating Agent shall not be accountable for the use or application by the Partnership of Securities or the proceeds thereof. 

  
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 SECTION 605. May Hold Securities. 

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Partnership, in its individual or
any other capacity, may become the owner or pledgee of Securities and coupons and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Partnership with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
 SECTION 606. Money Held in Trust. 

Money 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 received by it hereunder except as otherwise agreed with the Partnership. 
 SECTION 607.
Compensation and Reimbursement. 
 The Partnership agrees 

(1) to pay to the Trustee from time to time such compensation as the parties shall agree to in writing from time to time for all services
rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); 

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursements or advance as shall be
determined to have been caused by its own negligence, bad faith or willful misconduct; and 
 (3) to indemnify each of the Trustee, any
predecessor Trustee and their respective agents for, and to hold them harmless against, any and all loss, liability, claim, damage or expense (including taxes other than taxes based on the income of the Trustee) incurred without negligence, bad
faith or willful misconduct on their part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending themselves against any claim or liability in connection
with the exercise or performance of any of their powers or duties hereunder. 
 As security for the performance of the obligations of the
Partnership under this Section, the Trustee shall have a lien prior to the Securities of any series upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (or premium, if any)
or interest on Securities. The benefits of this Section shall survive termination of this Indenture and resignation or removal of the Trustee. 

SECTION 608. Corporate Trustee Required; Eligibility. 

There shall at all times be a Trustee hereunder that is a corporation (or other Person permitted to so act by the Commission) permitted by the
Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and 

  
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surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $100,000,000 as set forth in its most recent published annual report of condition. If at any
time the Trustee shall cease to be eligible in accordance with the provisions of this Section or Section 310(a)(5) of the Trust Indenture Act, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.
The Trustee is subject to Section 310(b) of the Trust Indenture Act. 
 SECTION 609. Resignation and Removal; Appointment of Successor.

 (a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee under Section 610. 
 (b) The Trustee may resign at any time with respect
to the Securities of one or more series giving written notice thereof to the Partnership. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the
giving of such notice of resignation, the resigning Trustee may at the expense of the Partnership petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 

(c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series, delivered to the Trustee and to the Partnership. If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days
after the giving of such notice of removal, the removed Trustee may at the expense of the Partnership petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 

(d) If at any time: 
 (1) the
Trustee shall fail to comply with the obligations imposed upon it under Section 310(b) of the Trust Indenture Act with respect to Securities of any series after written request therefor by the Partnership or by any Holder of a Security who has
been a bona fide Holder of a Security for at least six months, or 
 (2) the Trustee shall cease to be eligible under Section 608 and
shall fail to resign after written request therefor by the Partnership or by any such Holder of a Security, or 
 (3) the Trustee shall
become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the
purpose of rehabilitation, conservation or liquidation, 
 then, in any such case, (i) the Partnership by a Board Resolution may remove the Trustee
with respect to all Securities or the Securities of such series, or (ii) subject to Section 315(e) of the Trust Indenture Act, any Holder of a Security who has been a bona fide Holder of a Security of any series for at least six months
may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities of such series and the appointment of a successor Trustee or Trustees. 

  
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 (e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall
occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Partnership, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series
(it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series)
and shall comply with the applicable requirements of Section 610. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Partnership and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 610, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Partnership. If no
successor Trustee with respect to the Securities of any series shall have been so appointed by the Partnership or the Holders of Securities and accepted appointment in the manner required by Section 610, any Holder of a Security who has been a
bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities
of such series. 
 (f) The Partnership shall give notice of each resignation and each removal of the Trustee with respect to the Securities
of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Registered Securities, if any, of such series as
their names and addresses appear in the Security Register and, if Securities of such series are issued as Bearer Securities, by publishing notice of such event once in an Authorized Newspaper in each Place of Payment located outside the United
States. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 

SECTION 610. Acceptance of Appointment by Successor. 

(a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed
shall execute, acknowledge and deliver to the Partnership and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Partnership or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder. 

  
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 (b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of
one or more (but not all) series, the Partnership, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall
accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such
Trustee and that no Trustee shall be responsible for any notice given to, or received by, or any act or failure to act on the part of any other Trustee hereunder, and upon the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the Securities of that or those series to which the appointment of such successor Trustee relates have no further
responsibility for the exercise of rights and powers or for the performance of the duties and obligations vested in the Trustee under this Indenture other than as hereinafter expressly set forth, and each such successor Trustee without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of
the Partnership or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates. 
 (c) Upon
request of any such successor Trustee, the Partnership shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in paragraph (a) or
(b) of this Section, as the case may be. 
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance
such successor Trustee shall be qualified and eligible under this Article. 
 SECTION 611. Merger, Conversion, Consolidation or Succession
to Business. 
 Any Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such
Person shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have


  
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been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver
the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities. 
 SECTION 612.
Appointment of Authenticating Agent. 
 The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue or exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and
Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Partnership and shall at all times be a corporation, association, company, limited liability company or business trust organized and
doing business under the laws of the United States, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $100,000,000 and subject to
supervision or examination by U.S. federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of
this Section, the combined capital and surplus of such Authenticating Agent 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 an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section. 

Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent,
provided such Person shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Partnership. The Trustee may at any
time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Partnership. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Partnership and shall (i) mail written notice of such
appointment by first-class mail, postage prepaid, to all Holders of Registered Securities, if any, of the series with respect to which such Authenticating Agent will serve, as their names and addresses appear in the Security Register, and
(ii) if Securities of the series are issued as Bearer Securities, publish notice of such appointment at least once in an Authorized Newspaper in the place where such 

  
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successor Authenticating Agent has its principal office if such office is located outside the United States. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this
Section. 
 The Partnership agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this
Section, and to the extent the Trustee makes such payments, the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607. 

The provisions of Sections 308, 604 and 605 shall be applicable to each Authenticating Agent. 

If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed
thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form. 

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

 

											
		 	U.S. BANK NATIONAL ASSOCIATION,	 		 		 	
				
		 	as Trustee	 		 	
						
		 	Dated:
                                         
               	 		 	By:	 	  
	 	
						
		 	As Authenticating Agent	 		 		 		 	

  

					
		 	 By:
	 	  

		
		 	Authorized Signatory

 If all of the Securities of any series may not be originally issued at one time, and if the Trustee does not
have an office capable of authenticating Securities upon original issuance located in a Place of Payment where the Partnership wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested in writing
(which writing need not comply with Section 102) by the Partnership, shall appoint in accordance with this Section 612 an Authenticating Agent having an office in a Place of Payment designated by the Partnership with respect to such series
of Securities. 
 ARTICLE SEVEN 

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND PARTNERSHIP 

SECTION 701. Partnership to Furnish Trustee Names and Addresses of Holders. 

The Partnership will furnish or cause to be furnished to the Trustee 

  
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 (a) semi-annually, not later than fifteen days after the Regular Record Date for interest for
each series of Securities, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Registered Securities of such series as of such Regular Record Date, or if there is no Regular Record Date for
interest for such series of Securities, semi-annually, upon such dates as are set forth in the Board Resolution or indenture supplemental hereto authorizing such series, and 

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Partnership of any such request, a list
of similar form and content as of a date not more than 15 days prior to the time such list is furnished, 
 provided, however, that, so long as the Trustee
is the Security Registrar, no such list shall be required to be furnished. 
 SECTION 702. Preservation of Information; Communications to
Holders. 
 The Trustee shall comply with the obligations imposed upon it pursuant to Section 312 of the Trust Indenture Act. 

Holders may communicate pursuant to Section 312(b) of the Trust Indenture Act with other Holders with respect to their rights under this
Indenture or the Securities. Every Holder of Securities or coupons, by receiving and holding the same, agrees with the Partnership and the Trustee that neither the Partnership, the Trustee, any Paying Agent or any Security Registrar shall be held
accountable by reason of the disclosure of any information as to the names and addresses of the Holders of Securities in accordance with Section 312 of the Trust Indenture Act, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under Section 312(b) of the Trust Indenture Act. 

SECTION 703. Reports by Trustee. 

(a) Within 60 days after May 15 of each year commencing with the first May 15 following the first issuance of Securities pursuant to
Section 301, if required by Section 313(a) of the Trust Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the Trust Indenture Act, a brief report dated as of such May 15 with respect to any of the events
specified in said Section 313(a) which may have occurred since the later of the immediately preceding May 15 and the date of this Indenture. 

(b) The Trustee shall transmit the reports required by Section 313(b) of the Trust Indenture Act at the times specified therein. 

(c) Reports pursuant to this Section shall be transmitted in the manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act. The Partnership will promptly notify the Trustee when any series of Securities are listed on any securities exchange. 

SECTION 704. Reports by Partnership. 

(a) The Partnership shall: 

  
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 (1) file with the Trustee, within 30 days after the Partnership is required to file the same with
the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Partnership
may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if the Partnership is not required to file information, documents or reports pursuant to either of said
sections, then it shall file with the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations and shall file a copy thereof with the
Trustee within 30 days after such supplementary and periodic information, documents and reports would have been required to be filed with the Commission; 

(2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the Partnership with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 

(3) transmit within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 703(c) with
respect to reports pursuant to Section 703(a), such summaries of any information, documents and reports required to be filed by the Partnership pursuant to paragraphs (1) and (2) of this Section as may be required by rules and
regulations prescribed from time to time by the Commission. 
 (b) Delivery of such reports, information and documents to the Trustee is for
informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Partnership’s compliance with any
of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). 
 (c) Notwithstanding
the foregoing, the availability of the foregoing information or reports on the Commission’s website will be deemed to satisfy the foregoing delivery requirements with respect to delivery to the Trustee. 

ARTICLE EIGHT 
 CONSOLIDATION,
MERGER, SALE, LEASE OR CONVEYANCE 
 SECTION 801. Consolidations and Mergers of Partnership and Sales, Leases and Conveyances Permitted
Subject to Certain Conditions. 
 The Partnership may consolidate with, or sell, lease or convey all or substantially all of its assets to,
or merge with or into any other Person, provided that in any such case, (i) either the Partnership shall be the continuing Person, or the successor Person shall be a Person organized and existing under the laws of the United States or a state
thereof and such successor Person shall expressly assume the due and punctual payment of the principal of (and premium, if any) 

  
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and any interest on all the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by
the Partnership by supplemental indenture satisfactory to the Trustee, executed and delivered to a Responsible Officer of the Trustee by such Person, and (ii) the Partnership or such successor Person, as the case may be, shall not, immediately
after such merger or consolidation, or such sale, lease or conveyance, be in default in the performance of any such covenant or condition. 

SECTION 802. Rights and Duties of Successor Person. 

In case of any such consolidation, merger, sale, lease or conveyance and upon any such assumption by the successor Person, such successor
Person shall succeed to and be substituted for the Partnership, with the same effect as if it had been named herein as the party of the first part, and the predecessor Person, except in the event of a lease, shall be relieved of any further
obligation under this Indenture and the Securities and coupons. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of the Partnership, any or all of the Securities and coupons issuable
hereunder which theretofore shall not have been signed by the Partnership and delivered to the Trustee; and, upon the order of such successor Person, instead of the Partnership, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities and coupons which previously shall have been signed and delivered by the officers of the General Partner to the Trustee for authentication, and any Securities or
coupons which such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Securities and coupons so issued shall in all respects have the same legal rank and benefit under this Indenture as the
Securities and coupons theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Securities and coupons had been issued at the date of the execution hereof. 

In case of any such consolidation, merger, sale, lease or conveyance, such changes in phraseology and form (but not in substance) may be made
in the Securities and coupons thereafter to be issued as may be appropriate. 
 SECTION 803. Officers’ Certificate and Opinion of
Counsel. 
 The Trustee, subject to the provisions of Sections 601 and 603, shall be provided with an Officers’ Certificate and an
Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, complies with the provisions of this Article. 

ARTICLE NINE 
 SUPPLEMENTAL
INDENTURES 
 SECTION 901. Supplemental Indentures without Consent of Holders. 

Without the consent of any Holders of Securities or coupons, the Partnership, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes: 

  
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 (1) to evidence the succession of another Person to the Partnership, and the assumption by any
such successor of the covenants of the Partnership herein and in the Securities contained; or 
 (2) to add to the covenants of the
Partnership, for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of
such series) or to surrender any right or power herein conferred upon the Partnership; or 
 (3) to add to or change any of the provisions
of this Indenture to provide that Bearer Securities may be registrable as to principal, to change or eliminate any restrictions on the payment of principal (or premium, if any) on Registered Securities or of principal (or premium, if any) or any
interest on Bearer Securities, to permit Registered Securities to be exchanged for Bearer Securities or to permit the issuance of Securities in uncertificated form, provided any such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons in any material respect; or 
 (4) to establish the form of terms of Securities of any
series as permitted by Sections 201 and 301; or 
 (5) to evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 610(b); or 
 (6) to cure any ambiguity, to correct or supplement any provision herein which
may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture which shall not be inconsistent with the provisions of this Indenture which shall not
adversely affect the interest of the Holders of Securities of any series or any related coupons in any material respect; 
 (7) to add to,
delete from or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue, authentication and delivery of Securities, as herein set forth; or 

(8) to provide any security for, or to add any guarantees of, any series of Securities. 

SECTION 902. Supplemental Indentures with Consent of Holders. 

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series
affected by such supplemental indenture, by Act of said Holders delivered to the Partnership and the Trustee, the Partnership, when authorized by a Board Resolution, and the Trustee may 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 of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 

  
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 (1) change the Stated Maturity of the principal of, or any installment of interest on, any
Security, or reduce the principal amount thereof or the rate of interest thereon or any Additional Amounts payable in respect thereof, or any premium payable upon the redemption thereof, or change the obligation of the Partnership to pay Additional
Amounts pursuant to Section 1004 (except as contemplated by Section 801(i) and permitted by Section 901(1)), or reduce the amount of the principal of an Original Issue Discount Security that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or the interest thereon is payable, or impair the right to institute suit for
the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or 

(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any
such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or reduce the
requirements of Section 1504 for quorum or voting, or 
 (3) modify any of the provisions of this Section, or Section 513, except
to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby. 

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included
solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series. 
 It shall not be necessary for any Act of Holders of Securities under this
Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 

SECTION 903. Execution of Supplemental Indentures. 

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be provided with, and (subject to Section 601) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise. 

  
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 SECTION 904. Effect of Supplemental Indentures. 

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder and of any coupons appertaining thereto shall be bound thereby. 

SECTION 905. Conformity with Trust Indenture Act. 

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

 SECTION 906. Reference in Securities to Supplemental Indentures. 

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Partnership shall so determine, new Securities of any series so modified as to conform, in the opinion
of the Trustee and the Partnership, to any such supplemental indenture may be prepared and executed by the Partnership and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. Failure to make the
appropriate notation or issue a new Security will not affect the validity and effect of such supplemental indenture. 
 ARTICLE TEN 

COVENANTS 
 SECTION 1001. Payment
of Principal, Premium, if any, and Interest. 
 The Partnership covenants and agrees for the benefit of the Holders of each series of
Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of such series of Securities, any coupons appertaining thereto and this Indenture. Any
interest due on Bearer Securities on or before Maturity, other than Additional Amounts, if any, payable as provided in Section 1004 in respect of principal of (or premium, if any, on) such a Security, shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are evidenced thereby as they severally mature. 
 SECTION 1002.
Maintenance of Office or Agency. 
 The Partnership will maintain in each Place of Payment for any series of Securities an office or agency
where Securities of that series (but not Bearer Securities, except as otherwise provided below, unless such Place of Payment is located outside the United States) may be presented or surrendered for payment, where Securities of that series may be
surrendered for registration of transfer or exchange and where notices and demands to or upon the Partnership in respect of the Securities of that series and this Indenture may be served. If Securities of a series are issuable as Bearer Securities,
the Partnership will maintain, subject to any laws or regulations applicable thereto, an office or agency in a Place of Payment for such series which is located outside the United States where Securities of such series and the related coupons may be


  
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presented and surrendered for payment (including payment of any Additional Amounts payable on Securities of such series pursuant to Section 1004); provided, however, that if the Securities
of such series are listed on any stock exchange located outside the United States and such stock exchange shall so require, the Partnership will maintain a Paying Agent in any other required city located outside the United States so long as the
Securities of such series are listed on such exchange. The Partnership will give prompt written notice to a Responsible Officer of the Trustee of the location, and any change in the location, of such office or agency. If at any time the Partnership
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 of the Trustee, except
that Bearer Securities of that series and the related coupons may be presented and surrendered for payment (including payment of any Additional Amounts payable on Bearer Securities of that series pursuant to Section 1004) at the place specified
for the purpose pursuant to Section 301, and the Partnership hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 

Except as otherwise provided in the form of Bearer Security of any particular series pursuant to the provisions of this Indenture, no payment
of principal, premium or interest on Bearer Securities shall be made at any office or agency of the Partnership in the United States or by check mailed to any address in the United States or by transfer to an account maintained with a bank located
in the United States; provided, however, payment of principal of and any premium and interest in Dollars on any Bearer Security may be made at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York if (but only
if) payment of the full amount of such principal, premium or interest at all offices outside the United States maintained for the purpose by the Partnership in accordance with this Indenture is illegal or effectively precluded by exchange controls
or other similar restrictions. 
 The Partnership may also from time to time designate one or more other offices or agencies where the
Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Partnership
of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Partnership 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. Unless otherwise set forth in a Board Resolution or indenture supplemental hereto with respect to a series of Securities, the Partnership hereby designates as the Place of Payment for each series of
Securities the Borough of Manhattan, The City of New York, and initially appoints the Trustee at its Corporate Trust Office as the Partnership’s office or agency for each of such purposes in such city. 

SECTION 1003. Money for Securities Payments to be Held in Trust. 

If the Partnership shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date
of the principal of (and premium, if any), or interest on, any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so
becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its action or failure so to act. 

  
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 Whenever the Partnership shall have one or more Paying Agents for any series of Securities, it
will, on or prior to each due date of the principal of (and premium, if any), or interest on, any Securities of that series, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Partnership will promptly notify the Trustee of its action or failure so to act. 

The Partnership will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will 

(1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Securities of that series in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided; 

(2) give the Trustee notice of any default by the Partnership (or any other obligor upon the Securities of that series) in the making of any
payment of principal (and premium, if any) or interest on the Securities of that series; and 
 (3) at any time during the continuance of
any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent. 

The Partnership may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay,
or by Partnership Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Partnership or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the
Partnership or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 

Except as otherwise provided in the form of Securities of any particular series pursuant to the provisions of this Indenture, any money
deposited with the Trustee or any Paying Agent, or then held by the Partnership, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for two years after such principal
(and premium, if any) or interest has become due and payable shall be paid to the Partnership on Partnership Request, or (if then held by the Partnership) shall be discharged from such trust; and the Holder of such Security or any coupon
appertaining thereto shall thereafter, as an unsecured general creditor, look only to the Partnership for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Partnership
as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Partnership cause to be published once, in an Authorized Newspaper in
each Place of Payment or to be mailed to Holders of Registered Securities, or both, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication or mailing,
any unclaimed balance of such money then remaining will be repaid to the Partnership. 

  
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 SECTION 1004. Additional Amounts. 

If the Securities of a series provide for the payment of Additional Amounts, the Partnership will pay to the Holder of any Security of any
series or any coupon appertaining thereto Additional Amounts as provided therein. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (or premium, if any) or interest on, or in respect of, any Security of
any series or any related coupon or the net proceeds received on the sale or exchange of any Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent
that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 
 If the Securities of a
series provide for the payment of Additional Amounts, at least 10 days prior to the first Interest Payment Date with respect to that series of Securities (or if the Securities of that series will not bear interest prior to Maturity, the first day on
which a payment of principal (and premium, if any) is made), and at least 10 days prior to each date of payment of principal (and premium, if any) or interest if there has been any change with respect to the matters set forth in the below-mentioned
Officers’ Certificate, the Partnership will furnish the Trustee and the Partnership’s principal Paying Agent or Paying Agents, if other than the Trustee, with an Officers’ Certificate instructing the Trustee and such Paying Agent or
Paying Agents whether such payment of principal (and premium, if any) or interest on the Securities of that series shall be made to Holders of Securities of that series or the related coupons who are United States Aliens without withholding for or
on account of any tax, assessment or other governmental charge described in the Securities of that Series. If any such withholding shall be required, then such Officers’ Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities or coupons and the Partnership will pay to the Trustee or such Paying Agent the Additional Amounts required by this Section. The Partnership covenants to indemnify the Trustee and any Paying
Agent for, and to hold them harmless against, any loss, liability or expense reasonably incurred without negligence, bad faith or intentional misconduct on their part arising out of or in connection with actions taken or omitted by any of them in
reliance on any Officers’ Certificate furnished pursuant to this Section. 
 SECTION 1005. Statement as to Compliance. 

The Partnership will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement, which need not comply
with Section 102, signed by the Chief Executive Officer, the President or a Vice President and by the Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller of the General Partner, stating, as to each signer thereof, that

 (a) a review of the activities of the Partnership during such year and of performance under this Indenture has been made under his
supervision, and 
 (b) to the best of his knowledge, based on such review, (i) the Partnership has fulfilled all of its obligations
under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and 

  
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the nature and status thereof, and (ii) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or, if such an event has
occurred and is continuing, specifying each such event known to him and the nature and status thereof. 
 SECTION 1006. Waiver of Certain
Covenants. 
 The Partnership may omit in any particular instance to comply with any term, provision or condition set forth in Sections 1004
or 1005, subject to the limitations set out in the Trust Indenture Act, with respect to the Securities of any series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such
series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the obligations of the Partnership and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

SECTION 1007. Statement by Officers as to Default. 

The Partnership shall deliver to the Trustee, as soon as practicable and in any event within five days after the Partnership becomes aware of
the occurrence of any Event of Default or an event which, with notice or the lapse of time or both, would constitute an Event of Default, an Officers’ Certificate setting forth the details of such Event of Default and the action which the
Partnership proposes to take with respect thereto. 
 ARTICLE ELEVEN 

NEGATIVE COVENANTS 
 SECTION
1101. Limitations on Mortgages 
 Nothing in this Indenture or in any Securities shall in any way restrict or prevent the Partnership or any
Subsidiary from incurring any indebtedness; provided that the Partnership covenants and agrees that neither it nor any Subsidiary will create or assume any Mortgages upon any Principal Property, without effectively providing that any Securities then
Outstanding and thereafter created (together with, if the Partnership so determines, any other indebtedness or obligation then existing and any other indebtedness or obligation thereafter created ranking equally with such series of Securities) shall
be secured equally and ratably with (or prior to) such indebtedness or obligation as long as such indebtedness or obligation shall be so secured, except that the foregoing provision shall not apply to: 

(a) Any Mortgage created by the Partnership or a Subsidiary to secure all or part of the purchase price of any Principal Property (or to
refund or refinance all or part of such purchase price within 12 months of the acquisition of such Principal Property) or to secure a loan made to enable the Partnership or a Subsidiary to acquire the Principal Property described in such Mortgage;
provided, however, that (i) such Mortgage shall not encumber any other Principal Property of the Partnership or a Subsidiary (other than Principal Property constituting substitutions or replacements for, or accessions to, Principal Property
which is encumbered 

  
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pursuant to after-acquired Principal Property provisions of the agreements in accordance with which such Mortgages were granted) and (ii) the principal amount of the indebtedness secured by
any such Mortgage, together with all other indebtedness secured by a Mortgage on such Principal Property, shall not exceed the purchase price of such Principal Property; 

(b) Any Mortgage existing on any Principal Property at the time of the acquisition thereof by the Partnership or a Subsidiary whether or not
assumed by the Partnership or a Subsidiary, any Mortgage on any Principal Property acquired or constructed by the Partnership or a Subsidiary and created not later than 12 months after (i) such acquisition or completion of such construction or
(ii) commencement of full operation of such Principal Property, whichever is later, and any Mortgage on any Principal Property with respect to which the Partnership or a Subsidiary has made additions, substantial repairs, alterations or
improvements and created not later than 12 months after completion of such additions, repairs, alterations or improvements; provided, however, that (A) the principal amount of the indebtedness secured by such Mortgage, together with all other
indebtedness secured by a Mortgage on such Principal Property, shall not exceed the purchase price of the Principal Property acquired, the cost of the Principal Property constructed and/or the costs of such additions, repairs, alterations or
improvements and (B) such Mortgage does not extend to or cover any Principal Property other than such Principal Property acquired, constructed, repaired, altered and/or improved (other than Principal Property constituting substitutions or
replacements for, or accessions to, Principal Property which is encumbered pursuant to after-acquired Principal Property provisions of the agreements in accordance with which such Mortgages were granted); 

(c) Any Mortgage created or assumed by the Partnership or a Subsidiary on any contract for the sale of any product or service or any rights
thereunder or any proceeds therefrom, including accounts and other receivables, related to the operation or use of any Principal Property acquired or constructed by the Partnership or a Subsidiary and created not later than 12 months after
(i) such acquisition or completion of such construction or (ii) commencement of full operation of such Principal Property, whichever is later; 

(d) Any Mortgage existing on any Principal Property of an entity at the time it is acquired by the Partnership or any of its Subsidiaries,
whether through merger, consolidation, purchase of assets or otherwise; provided, however, that such Mortgage does not extend to any other Principal Property of the Partnership or any of its Subsidiaries (other than Principal Property constituting
substitutions or replacements for, or accessions to, Principal Property which is encumbered pursuant to after-acquired Principal Property provisions of the agreements in accordance with which such Mortgages were granted); 

(e) Mechanic’s or materialmen’s liens or any lien or charge arising by reason of pledges or deposits to secure payment of
workmen’s compensation or other insurance, good faith deposits in connection with tenders or leases of real estate, bids or contracts, deposits to secure public or statutory obligations, deposits to secure or in lieu of surety, stay or appeal
bonds and deposits as security for the payment of taxes or assessments or other similar charges, and Mortgages arising in connection with statutory or contractual set-off provisions granted or arising in the ordinary course of business; 

(f) Any Mortgage arising by reason of deposits with or the giving of any form of security to any governmental agency or any body created or
approved by law or governmental 

  
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regulation for any purpose at any time as required by law or governmental regulation as a condition to the transaction of any business or the exercise of any privilege or license, or to enable
the Partnership or a Subsidiary to maintain self-insurance or to participate in any fund for liability on any insurance risks or in connection with workmen’s compensation, unemployment insurance, old age pensions or other social security or to
share in the privileges or benefits required for companies participating in such arrangements; 
 (g) The right reserved to, or vested in,
any municipality or governmental or other public authority or railroad by the terms of any right, power, franchise, grant, license, permit, or by any provision of law, to terminate or to require annual or other periodic payments as a condition to
the continuance of such right, power, franchise, grant, license or permit; 
 (h) Mortgages for taxes, assessments and governmental charges
which are not at the time delinquent or which are being contested in good faith by appropriate proceedings by the Partnership or a Subsidiary; 

(i) Mortgages due to zoning, planning and environmental laws and ordinances and governmental regulations; minor defects or irregularities in
or encumbrances on the titles to any Principal Property which in the aggregate do not materially impair the use of the Principal Property of the Partnership and its Subsidiaries, taken as a whole, for the purposes for which it is held in the
operation of the business of the Partnership and its Subsidiaries; easements, exceptions or reservations in any Principal Property of the Partnership or a Subsidiary granted or reserved for the purpose of pipelines, roads, telecommunication
equipment and cable, streets, alleys, highways, railroad purposes, the removal of oil, gas, coal or other minerals or timber, and other like purposes, or for the joint or common use of real Principal Property, facilities and equipment, which do not
materially impair the use of the Principal Property of the Partnership and its Subsidiaries, taken as a whole, for the purposes for which it is held in the operation of the business of the Partnership and its Subsidiaries, or materially detract from
the value of the Principal Property subject thereto; 
 (j) Mortgages securing any obligation incurred in connection with the rendering of a
final judgment or award the execution of which has been stayed or which has been appealed and secured, if necessary, by the filing of an appeal bond and the claims secured thereby are being contested in good faith by appropriate proceedings; 

(k) Mortgages incidental to the conduct of the business of the Partnership or its Subsidiaries or the ownership of the Principal Property of
the Partnership and its Subsidiaries (including warehousemen’s liens, attorneys’ liens, operator’s liens, brokers’ liens, landlords’ liens and liens granted in favor of partnerships or joint ventures or the participants
therein) which were not incurred in connection with the borrowing of money (or as full or partial payment for Principal Property) or the obtaining of advances or credit (other than trade credit, including margin accounts with brokerage firms), and
which do not materially interfere with the conduct of the business of the Partnership and of its Subsidiaries taken as a whole; 
 (l)
Mortgages on Principal Property of any Subsidiary to secure obligations of such Subsidiary to the Partnership or to another Subsidiary; provided, however, that the obligations secured by such Mortgages may not be assigned, sold or otherwise
transferred to a Person other than the Partnership or a Subsidiary unless such Mortgage would otherwise be permitted to be granted to such Person under another exception in this Section; 

  
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 (m) Mortgages on current assets of the Partnership or any Subsidiary created to secure
indebtedness and letter of credit reimbursement obligations incurred in connection with the extension of working capital financing; 
 (n)
Any Mortgage on any Principal Property of the Partnership or any Subsidiary existing at the date of this Indenture (or Principal Property constituting substitutions or replacements for, or accessions to, Principal Property which is encumbered
pursuant to after-acquired Principal Property provisions of the agreements in accordance with which such Mortgages were granted); 
 (o)
Mortgages (which may include customary after-acquired Principal Property provisions relating to substitutions or replacements for, or accessions to, the Principal Property encumbered thereby) incurred in connection with the borrowing of funds if,
within 120 days following the date of such borrowing, such funds are utilized to repay indebtedness in the same (or greater) principal amount secured by other Mortgages (other than Mortgages referred to in clause (m) above) on Principal
Property of the Partnership or any Subsidiary having a fair market value (as determined by the Chief Financial Officer of the General Partner) at least equal to the fair market value of the Principal Property which secures the new Mortgage; 

(p) Mortgages incurred within 90 days (or any longer period, not in excess of one year, as permitted by law) after acquisition of the
Principal Property subject to such Mortgage arising solely in connection with the transfer of tax benefits in accordance with any provisions of law similar to former Section 168(f)(8) of the Internal Revenue Code of 1954; 

(q) Any renewal, refunding or extension of maturity, in whole or in part, of any Mortgage created or assumed in accordance with the provisions
of subdivision (a),(b),(c),(d),(l),(m),(n),(o) or (p) above; provided, however, that the principal amount of the indebtedness secured by such renewal Mortgage, refunding Mortgage or extended Mortgage shall not exceed the principal amount of the
indebtedness secured by the Mortgage to be renewed, refunded or extended outstanding at the time of such renewal, refunding or extension; provided, further, that in the case of any revolving credit or similar facility which allows the Partnership or
any Subsidiary to borrow any money thereunder immediately prior to the time of such renewal, refunding or extension of maturity, the principal amount of indebtedness secured by the renewal Mortgage, refunding Mortgage or extended Mortgage shall not
exceed the maximum stated amount which could be borrowed under such facility immediately prior to such renewal, refunding or extension (without regard to any borrowing base, collateral value, debt to equity, debt service or other provisions then
purporting to limit any borrowings thereunder); and in any case the lien of such renewal Mortgage, refunding Mortgage or extended Mortgage shall be limited to the same Principal Property (or Principal Property constituting substitutions or
replacements for, or accessions to, Principal Property which is encumbered pursuant to after-acquired Principal Property provisions of the agreements in accordance with which such Mortgages were granted) that secured the Mortgage so renewed,
refunded or extended; and 

  
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 (r) Mortgages not otherwise permitted by any of the foregoing provisions securing debt in an
aggregate principal or face amount at any date not to exceed 15% of the Consolidated Net Tangible Assets of the Partnership and its Subsidiaries. 

SECTION 1102. Limitations on Sale and Leaseback Transactions 

The Partnership covenants and agrees that neither it nor any Subsidiary will enter into any arrangement with any Person (other than the
Partnership or any of its Subsidiaries), or to which any such Person is a party, providing for the leasing to the Partnership or a Subsidiary for a period of more than three years of Principal Property which has been or is to be sold or transferred
by the Partnership or such Subsidiary to such Person or to any other Person (other than the Partnership or any of its Subsidiaries), and with respect to which the funds have been or are to be advanced by such Person on the security of the leased
Principal Property (in this Article Eleven called “Sale and Leaseback Transactions”) unless either: 
 (i) the Partnership or such
Subsidiary would be entitled, pursuant to Section 1101, to incur indebtedness secured by a Mortgage on the Principal Property to be leased, without equally and ratably securing the Securities, or 

(ii) the Partnership during or immediately after the expiration of 120 days after the effective date of such Sale and Leaseback Transaction
(whether made by the Partnership or a Subsidiary) applies an amount equal to the value of such Sale and Leaseback Transaction (A) to the purchase of other property that will constitute Principal Property or (B) to the voluntary retirement
of Funded Debt that is not, by its terms, subordinated to the Securities; provided, however, that the amount to be applied to the retirement of Funded Debt shall be reduced by (A) the principal amount of Securities delivered, within 120 days
after the effective date of such Sale and Leaseback Transaction, to the Trustee for retirement and cancellation and (B) the principal amount of other Funded Debt voluntarily retired by the Partnership within such 120-day period, excluding
retirements of Securities and other Funded Debt pursuant to mandatory sinking fund or prepayment provisions or by payment at maturity. 

For purposes of this Section 1102, the term “value” shall mean, with respect to a Sale and Leaseback Transaction, as of any
particular time, the amount equal to the greater of (1) the net proceeds of the sale or transfer of the property leased pursuant to such Sale and Leaseback Transaction or (2) the fair value in the opinion of the Chief Financial Officer,
Vice President, Finance or Treasurer of the General Partner of such property at the time of entering into such Sale and Leaseback Transaction, in either case divided first by the number of full years of the term of the lease and then multiplied by
the number of full years of such term remaining at the time of determination, without regard to any renewal or extension options contained in the lease. 

Notwithstanding this Section 1102, the Partnership and any Subsidiary may enter into Sale and Leaseback Transactions in an aggregate
principal amount at any date not to exceed, together with the aggregate outstanding principal or face amount of all indebtedness of the Partnership and its Subsidiaries secured by Mortgages permitted as a result of clause(s) of Section 1101,
15% of the Consolidated Net Tangible Assets of the Partnership and its Subsidiaries. 

  
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 ARTICLE TWELVE 

REDEMPTION OF SECURITIES 

SECTION 1201. Applicability of Article. 

Redemption of Securities of any series at the option of the Partnership as permitted or required by the terms of such Securities shall be made
in accordance with the terms of such Securities and this Article. 
 SECTION 1202. Election to Redeem; Notice to Trustee. 

The election of the Partnership to redeem any Securities shall be evidenced by a Partnership Order. In case of any redemption at the election
of the Partnership of less than all of the Securities of any series with the same issue date, interest rate and Stated Maturity, the Partnership shall, at least 45 days prior to the Redemption Date fixed by the Partnership (unless a shorter notice
shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series to be redeemed. 

SECTION 1203. Selection by Trustee of Securities to be Redeemed. 

If less than all the Securities of any series with the same issue date, interest rate and Stated Maturity are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem appropriate
and which may provide for the selection for redemption of portions of the principal amount of Registered Securities of such series; provided, however, that no such partial redemption shall reduce the portion of the principal amount of a Registered
Security of such series not redeemed to less than the minimum denomination for a Security of that series established pursuant to Section 302. 

The Trustee shall promptly notify the Partnership and the Security Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial redemption, the principal amount thereof to be redeemed. 
 For all
purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal of such
Securities which has been or is to be redeemed. 
 SECTION 1204. Notice of Redemption. 

Notice of redemption shall be given in the manner provided in Section 106, not less than 30 nor more than 60 days prior to the Redemption
Date, unless a shorter period is specified in the Securities to be redeemed, to the Holders of Securities to be redeemed. Failure to give notice by mailing in the manner herein provided to the Holder of any Registered Securities designated for
redemption as a whole or in part, or any defect in the notice to any such Holder, shall not affect the validity of the proceedings for the redemption of any other Securities or portion thereof. 

  
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 Any notice that is mailed to the Holder of any Registered Securities in the manner herein
provided shall be conclusively presumed to have been duly given, whether or not such Holder receives the notice. 
 All notices of
redemption shall include the CUSIP Number, if any, and shall state: 
 (1) the Redemption Date, 

(2) the Redemption Price, 
 (3)
if less than all Outstanding Securities of any series are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Securities to be redeemed, 

(4) in case any Registered Security is to be redeemed in part only, that on and after the Redemption Date, upon surrender of such Security,
the Holder of such Security will receive, without charge, a new Registered Security or Registered Securities of authorized denominations for the principal amount thereof remaining unredeemed, 

(5) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed, and, if applicable,
that interest thereon shall cease to accrue on and after said date, 
 (6) the place or places where such Securities, together in the case
of Bearer Securities with all coupons appertaining thereto, if any, maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price, and 

(7) that the redemption is for a sinking fund, if such is the case. 

A notice of redemption published as contemplated by Section 106 need not identify particular Registered Securities to be redeemed. 

Notice of redemption of Securities to be redeemed at the election of the Partnership shall be given by the Partnership or, at the
Partnership’s request, by the Trustee in the name and at the expense of the Partnership. 
 SECTION 1205. Deposit of Redemption Price.

 On or prior to any Redemption Date, the Partnership shall deposit with the Trustee or with a Paying Agent (or, if the Partnership is
acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on all
the Securities or portions thereof which are to be redeemed on that date. 
 SECTION 1206. Securities Payable on Redemption Date. 

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified, and from and after such date (unless the Partnership shall default in the payment of the 

  
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Redemption Price and accrued interest) such Securities shall cease to bear interest and the coupons for such interest appertaining to any Bearer Securities so to be redeemed, except to the extent
provided below, shall be void. Upon surrender of any such Security for redemption in accordance with said notice, together with all coupons, if any, appertaining thereto maturing after the Redemption Date, such Security shall be paid by the
Partnership at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that installments of interest on Bearer Securities whose Stated Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of coupons for such interest (at an office or agency located outside the United States except as otherwise provided in Section 1002), and provided, further, that installments of interest on Registered Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307. 
 If any Bearer Security surrendered for redemption shall not be accompanied by all appurtenant coupons
maturing after the Redemption Date, such Security may be paid after deducting from the Redemption Price an amount equal to the face amount of all such missing coupons, or the surrender of such missing coupon or coupons may be waived by the
Partnership and the Trustee if there be furnished to them such security or indemnity as they may require to save each of them and any Paying Agent harmless. If thereafter the Holder of such Security shall surrender to the Trustee or any Paying Agent
any such missing coupon in respect of which a deduction shall have been made from the Redemption Price, such Holder shall be entitled to receive the amount so deducted; provided, however, that interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located outside of the United States except as otherwise provided in Section 1002. 

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall,
until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
 SECTION 1207. Securities Redeemed in
Part. 
 Any Registered Security which is to be redeemed only in part shall be surrendered at any office or agency of the Partnership
maintained for that purpose pursuant to Section 1002 (with, if the Partnership or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Partnership and the Trustee duly executed by, the
Holder thereof or his attorney duly authorized in writing) and the Partnership shall execute and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Registered Security or Securities of the same
series, containing identical terms and provisions, of any authorized denomination as requested by such Holder in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. If a
Security in global form is so surrendered, the Partnership shall execute, and the Trustee shall authenticate and deliver to the U.S. Depository or other depository for such Security in global form as shall be specified in the Partnership Order with
respect thereto to the Trustee, without service charge, a new Security in global form in a denomination equal to and in exchange for the unredeemed portion of the principal of the Security in global form so surrendered. 

  
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 ARTICLE THIRTEEN 

SINKING FUNDS 
 SECTION 1301.
Applicability of Article. 
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise permitted or required by any form of Security of such series issued pursuant to this Indenture. 
 The minimum
amount of any sinking fund payment provided for by the terms of Securities of any series is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of Securities
of such series is herein referred to as an “optional sinking fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1302.
Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of Securities of such series. 

SECTION 1302. Satisfaction of Sinking Fund Payments with Securities. 

The Partnership may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series to be made
pursuant to the terms of such Securities as provided for by the terms of such series, (1) deliver Outstanding Securities of such series (other than any of such Securities previously called for redemption or any of such Securities in respect of
which cash shall have been released to the Partnership), together in the case of any Bearer Securities of such series with all unmatured coupons appertaining thereto, and (2) apply as a credit Securities of such series which have been redeemed
either at the election of the Partnership pursuant to the terms of such series of Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, provided that such series of Securities
have not been previously so credited. Such Securities shall be received and credited for such purpose by the Trustee at the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit of Securities of any series in lieu of cash payments pursuant to this Section 1302, the principal amount of Securities of such series to be redeemed in
order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such series for redemption, except upon Partnership Request, and such cash payment shall be held by the Trustee or a Paying Agent and
applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall at the request of the Partnership from time to time pay over and deliver to the Partnership any cash payment so being held by the
Trustee or such Paying Agent upon delivery by the Partnership to the Trustee of Securities of that series purchased by the Partnership having an unpaid principal amount equal to the cash payment requested to be released to the Partnership. 

SECTION 1303. Redemption of Securities for Sinking Fund. 

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Partnership will deliver to the Trustee an
Officers’ Certificate specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, 

  
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the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of that series
pursuant to Section 1302, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and will also deliver to the Trustee any Securities to be so credited and not theretofore delivered. If such
Officers’ Certificate shall specify an optional amount to be added in cash to the next ensuing mandatory sinking fund payment, the Partnership shall thereupon be obligated to pay the amount therein specified. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1203 and cause notice of the redemption thereof to be given in the name of and at the
expense of the Partnership in the manner provided in Section 1204. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1206 and 1207. 

ARTICLE FOURTEEN 
 REPAYMENT AT
THE OPTION OF HOLDERS 
 SECTION 1401. Applicability of Article. 

Securities of any series which are repayable at the option of the Holders thereof before their Stated Maturity shall be repaid in accordance
with the terms of the Securities of such series. The repayment of any principal amount of Securities pursuant to such option of the Holder to require repayment of Securities before their Stated Maturity, for purposes of Section 309, shall not
operate as a payment, redemption or satisfaction of the indebtedness represented by such Securities unless and until the Partnership, at its option, shall deliver or surrender the same to the Trustee with a directive that such Securities be
cancelled. Notwithstanding anything to the contrary contained in this Article Fourteen, in connection with any repayment of Securities, the Partnership may arrange for the purchase of any Securities by an agreement with one or more investment
bankers or other purchasers to purchase such Securities by paying to the Holders of such Securities on or before the close of business on the repayment date an amount not less than the repayment price payable by the Partnership on repayment of such
Securities, and the obligation of the Partnership to pay the repayment price of such Securities shall be satisfied and discharged to the extent such payment is so paid by such purchasers. 

ARTICLE FIFTEEN 
 MEETINGS OF
HOLDERS OF SECURITIES 
  
 SECTION 1501. Purposes for Which Meetings May
Be Called. 
 If Securities of a series are issuable as Bearer Securities, a meeting of Holders of Securities of such series may be called
at any time and from time to time pursuant to this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by Holders of Securities of
such series. 

  
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 SECTION 1502. Call, Notice and Place of Meetings. 

(a) The Trustee may at any time call a meeting of Holders of Securities of any series for any purpose specified in Section 1501, to be
held at such time and at such place in the Borough of Manhattan, The City of New York, or as the Trustee shall determine. Notice of every meeting of Holders of Securities of any series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given, in the manner provided in Section 106, not less than 21 nor more than 180 days prior to the date fixed for the meeting. 

(b) In case at any time the Partnership, pursuant to a Board Resolution, or the Holders of at least 25% in principal amount of the Outstanding
Securities of any series shall have requested the Trustee to call a meeting of the Holders of Securities of such series for any purpose specified in Section 1501, by written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have made the first publication of the notice of such meeting within 21 days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided herein, then the
Partnership or the Holders of Securities of such series in the amount above specified, as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in London for such meeting and may call such
meeting for such purposes by giving notice thereof as provided in subsection (a) of this Section. 
 SECTION 1503. Persons Entitled to
Vote at Meetings. 
 To be entitled to vote at any meeting of Holders of Securities of any series, a Person shall be (1) a Holder of
one or more Outstanding Securities of such series, or (2) a Person appointed by an instrument in writing as proxy for a Holder or Holders of one or more Outstanding Securities of such series by such Holder or Holders. The only Persons who shall
be entitled to be present or to speak at any meeting of Holders of Securities of any series shall be the Persons entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives of the
Partnership and its counsel. 
 SECTION 1504. Quorum; Action. 

The Persons entitled to vote a majority in principal amount of the Outstanding Securities of a series shall constitute a quorum for a meeting
of Holders of Securities of such series; provided, however, that if any action is to be taken at such meeting with respect to a consent or waiver which this Indenture expressly provides may be given by the Holders of a specified percentage in
aggregate principal amount of the Outstanding Securities of a series that is less or greater than a majority in principal amount of the Outstanding Securities of such series, then, with respect to such action (and only such action) the Persons
entitled to vote such lesser or greater percentage in principal amount of the Outstanding Securities of such series shall constitute a quorum. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series, be dissolved. In any other case the meeting may be adjourned for a period of not less than 10 days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for a period of not less than 10 days as determined by the chairman of the 

  
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meeting prior to the adjournment of such adjourned meeting. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 1502(a), except that such notice need be
given only once not less than five days prior to the date on which the meeting is scheduled to be reconvened. Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount of the
Outstanding Securities of such series which shall constitute a quorum. 
 Except as limited by the proviso to Section 902, any
resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid may be adopted only by the affirmative vote of the Holders of a majority in principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section 902, any resolution with respect to any consent or waiver which this Indenture expressly provides may be given by the Holders of not less than 66-2/3% in principal
amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting duly convened and at which a quorum is present as aforesaid only by the affirmative vote of the Holders of 66-2/3% in principal amount of the
Outstanding Securities of that series; and provided, further, that, except as limited by the proviso to Section 902, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which
this Indenture expressly provides may be made, given or taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities of a series may be adopted at a meeting or an adjourned meeting
duly reconvened and at which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount of the Outstanding Securities of that series. 

Any resolution passed or decision taken at any meeting of Holders of Securities of any series duly held in accordance with this Section shall
be binding on all the Holders of Securities of such series and the related coupons, whether or not present or represented at the meeting. 

SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings. 

(a) Notwithstanding any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination or
proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities
shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the person executing the proxy witnessed or guaranteed by any
trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without
the proof specified in Section 104 or other proof. 
 (b) The Trustee shall, by an instrument in writing, appoint a temporary chairman
of the meeting, unless the meeting shall have been called by the Partnership or by Holders of Securities as provided in Section 1502(b), in which case the Partnership or the Holders of 

  
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Securities of the series calling the meeting, as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series represented at the meeting. 

(c) At any meeting each Holder of a Security of such series or proxy shall be entitled to one vote for each $1,000 principal amount of
Securities of such series held or represented by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding.
The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 
 (d) Any meeting of
Holders of Securities of any series duly called pursuant to Section 1502 at which a quorum is present may be adjourned from time to time by Persons entitled to vote a majority in principal amount of the Outstanding Securities of such series
represented at the meeting; and the meeting may be held as so adjourned without further notice. 
 SECTION 1506. Counting Votes and
Recording Action of Meetings. 
 The vote upon any resolution submitted to any meeting of Holders of Securities of any series shall be by
written ballots on which shall be subscribed the signatures of the Holders of Securities of such series or of their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities of such series held or
represented by them. The permanent chairman of the meeting shall appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make and file with the secretary of the meeting their verified
written reports in triplicate of all votes cast at the meeting. A record, at least in triplicate, of the proceedings of each meeting of Holders of Securities of any series shall be prepared by the secretary of the meeting and there shall be attached
to said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was
given as provided in Section 1502 and, if applicable, Section 1504. Each copy shall be signed and verified by the affidavits of the permanent chairman and secretary of the meeting and one such copy shall be delivered to the Partnership,
and another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

ARTICLE SIXTEEN 
 MISCELLANEOUS
PROVISIONS 
 SECTION 1601. Securities in Foreign Currencies. 

Whenever this Indenture provides for (i) any action by, or the determination of any of the rights of, Holders of Securities of any series
in which not all of such Securities are denominated in the same currency, or (ii) any distribution to Holders of Securities, in the absence of any provision to the contrary in the form of Security of any particular series, any amount in respect
of any Security denominated in a currency other than Dollars shall be treated for any such action or 

  
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distribution as that amount of Dollars that could be obtained for such amount on such reasonable basis of exchange and as of the record date with respect to Registered Securities of such series
(if any) for such action, determination of rights or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such action, determination of rights or distribution) as the Partnership may
specify in a written notice to the Trustee or, in the absence of such written notice, as the Trustee may determine. 
 *
    *     *     *     * 
 This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the
day and year first above written: 
  

					
	VALERO ENERGY PARTNERS LP
		
	By:	 	Valero Energy Partners GP LLC,
		 	its general partner
		
	By:	 	 /s/ Donna M. Titzman

		 	Name:	 	Donna M. Titzman
		 	Title:	 	 Senior Vice President, Chief Financial

Officer and Treasurer



 Attest: 
  

	
	 /s/ Jay D. Browning

	Jay D. Browning
	Executive Vice President and General Counsel of Valero Energy Partners GP LLC

  

					
	U.S. BANK NATIONAL ASSOCIATION,
	as Trustee
		
	By:	 	 /s/ Shazia Flores

		 	Name:	 	Shazia Flores
		 	Title:	 	Vice President


 Signature Page to Indenture