EX-4.7



 Exhibit 4.7 
  

 
  

DUPONT FABROS TECHNOLOGY, L.P., 

as Issuer 
 — and
— 

                    , 

as Trustee 
  

 
 FORM OF

 INDENTURE 
  

 
 Dated as of
            , 201     
 Debt Securities

  
  

 







 Certain Sections of this Indenture 

relating to the Trust Indenture Act of 1939 
  

			
	 Trust Indenture Act Section
	  	Indenture Section
	 §310(a)(1)
	  	607
	 (a)(2)
	  	607
	 (a)(5)
	  	607
	 (b)
	  	608
	 §311
	  	604
	 §312(a)
	  	701, 702(1)
	 (b)
	  	702
	 (c)
	  	702
	 §313(a)
	  	703
	 (b)
	  	703
	 (c)
	  	703
	 (d)
	  	703
	 §314(a)
	  	704
	 (c)(1)
	  	102
	 (c)(2)
	  	102
	 (e)
	  	102
	 §315(a)
	  	601
	 (b)
	  	601, 602
	 (c)
	  	601
	 (d)
	  	601
	 (e)
	  	515
	 §316(a) (last sentence)
	  	101
	 (a)(1)(A)
	  	502, 512
	 (a)(1)(B)
	  	513
	 (b)
	  	508
	 (c)
	  	104
	 §317(a)(1)
	  	503
	 (a)(2)
	  	504
	 (b)
	  	1003
	 §318(a)
	  	108

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

  
 i 








 TABLE OF CONTENTS 

 

							
	 ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
		 	1	  
			
	 Section 101
		 Definitions
		 	1	  
	 Section 102
		 Compliance Certificates and Opinions
		 	8	  
	 Section 103
		 Form of Documents Delivered to Trustee
		 	8	  
	 Section 104
		 Acts of Holders; Record Dates
		 	9	  
	 Section 105
		 Notices, etc. to Trustee and Operating Partnership
		 	10	  
	 Section 106
		 Notice to Holders of Securities; Waiver
		 	10	  
	 Section 107
		 Language of Notices
		 	10	  
	 Section 108
		 Conflict with Trust Indenture Act
		 	11	  
	 Section 109
		 Effect of Headings and Table of Contents
		 	11	  
	 Section 110
		 Successors and Assigns
		 	11	  
	 Section 111
		 Separability Clause
		 	11	  
	 Section 112
		 Benefits of Indenture
		 	11	  
	 Section 113
		 Governing Law; Waiver of Jury Trial
		 	11	  
	 Section 114
		 Legal Holidays
		 	11	  
	 Section 115
		 Counterparts
		 	11	  
	 Section 116
		 Judgment Currency
		 	12	  
	 Section 117
		 Extension of Payment Dates
		 	12	  
	 Section 118
		 Immunity of General Partners, Limited Partners, Stockholders, Directors, Officers, Employees, Incorporators and Agents of the
Operating Partnership, the Company and Guarantors
		 	12	  
	 Section 119
		 USA Patriot Act
		 	12	  
	 Section 120
		 Force Majeure
		 	13	  
	 Section 121
		 FATCA
		 	13	  
		
	 ARTICLE TWO SECURITIES FORMS
		 	13	  
			
	 Section 201
		 Forms Generally
		 	13	  
	 Section 202
		 Form of Trustee’s Certificate of Authentication
		 	13	  
	 Section 203
		 Securities in Global Form
		 	14	  
		
	 ARTICLE THREE THE SECURITIES
		 	14	  
			
	 Section 301
		 Amount Unlimited; Issuable in Series
		 	14	  
	 Section 302
		 Currency; Denominations
		 	18	  
	 Section 303
		 Execution, Authentication, Delivery and Dating
		 	18	  
	 Section 304
		 Temporary Securities
		 	19	  
	 Section 305
		 Registration, Transfer and Exchange
		 	20	  
	 Section 306
		 Mutilated, Destroyed, Lost and Stolen Securities
		 	21	  
	 Section 307
		 Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional Amounts Preserved
		 	22	  
	 Section 308
		 Persons Deemed Owners
		 	23	  
	 Section 309
		 Cancellation
		 	23	  
	 Section 310
		 Computation of Interest
		 	24	  
	 Section 311
		 CUSIP Numbers
		 	24	  
		
	 ARTICLE FOUR SATISFACTION AND DISCHARGE OF INDENTURE
		 	24	  
			
	 Section 401
		 Satisfaction and Discharge
		 	24	  
	 Section 402
		 Defeasance and Covenant Defeasance
		 	25	  
	 Section 403
		 Application of Trust Money
		 	28	  


  
 ii 









							
	 Section 404
		 Reinstatement
		 	29	  
	 Section 405
		 Qualifying Trustee
		 	29	  
		
	 ARTICLE FIVE REMEDIES
		 	29	  
			
	 Section 501
		 Events of Default
		 	29	  
	 Section 502
		 Acceleration of Maturity; Rescission and Annulment
		 	30	  
	 Section 503
		 Collection of Indebtedness and Suits for Enforcement by Trustee
		 	31	  
	 Section 504
		 Trustee May File Proofs of Claim
		 	32	  
	 Section 505
		 Trustee May Enforce Claims without Possession of Securities
		 	32	  
	 Section 506
		 Application of Money Collected
		 	33	  
	 Section 507
		 Limitations on Suits
		 	33	  
	 Section 508
		 Unconditional Right of Holders to Receive Principal and any Premium, Interest and Additional Amounts
		 	33	  
	 Section 509
		 Restoration of Rights and Remedies
		 	34	  
	 Section 510
		 Rights and Remedies Cumulative
		 	34	  
	 Section 511
		 Delay or Omission Not Waiver
		 	34	  
	 Section 512
		 Control by Holders of Securities
		 	34	  
	 Section 513
		 Waiver of Past Defaults
		 	34	  
	 Section 514
		 Waiver of Usury, Stay or Extension Laws
		 	35	  
	 Section 515
		 Undertaking for Costs
		 	35	  
		
	 ARTICLE SIX THE TRUSTEE
		 	35	  
			
	 Section 601
		 Certain Rights of Trustee
		 	35	  
	 Section 602
		 Notice of Defaults
		 	37	  
	 Section 603
		 Not Responsible for Recitals or Issuance of Securities
		 	37	  
	 Section 604
		 May Hold Securities; Transactions with the Operating Partnership or any Guarantor
		 	38	  
	 Section 605
		 Money Held in Trust
		 	38	  
	 Section 606
		 Compensation and Reimbursement
		 	38	  
	 Section 607
		 Corporate Trustee Required; Eligibility
		 	39	  
	 Section 608
		 Resignation and Removal; Appointment of Successor
		 	39	  
	 Section 609
		 Acceptance of Appointment by Successor
		 	40	  
	 Section 610
		 Merger, Conversion, Consolidation or Succession to Business
		 	41	  
	 Section 611
		 Appointment of Authenticating Agent
		 	41	  
		
	 ARTICLE SEVEN HOLDERS LISTS AND REPORTS BY TRUSTEE, OPERATING PARTNERSHIP AND GUARANTORS
		 	42	  
			
	 Section 701
		 Operating 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 the Operating Partnership
		 	43	  
		
	 ARTICLE EIGHT CONSOLIDATION, MERGER, SALES AND SUBSTITUTION
		 	44	  
			
	 Section 801
		 Operating Partnership May Consolidate, Etc., Only on Certain Terms
		 	44	  
	 Section 802
		 Guarantor May Consolidate, Etc., Only on Certain Terms
		 	44	  
	 Section 803
		 Successor Person Substituted for Operating Partnership or Guarantor
		 	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
		 	48	  
	 Section 904
		 Effect of Supplemental Indentures
		 	48	  
	 Section 905
		 Reference in Securities to Supplemental Indentures
		 	48	  
	 Section 906
		 Conformity with Trust Indenture Act
		 	48	  


  
 iii 









							
		
	 ARTICLE TEN COVENANTS
		 	48	  
			
	 Section 1001
		 Payment of Principal, Premium, Interest and Additional Amounts
		 	48	  
	 Section 1002
		 Maintenance of Office or Agency
		 	48	  
	 Section 1003
		 Provisions as to Paying Agent
		 	49	  
	 Section 1004
		 Additional Amounts
		 	50	  
	 Section 1005
		 Corporate Existence
		 	50	  
	 Section 1006
		 Waiver of Certain Covenants
		 	50	  
	 Section 1007
		 Operating Partnership and Guarantor Statement as to Compliance
		 	50	  
	 Section 1008
		 Calculation of Original Issue Discount
		 	51	  
		
	 ARTICLE ELEVEN REDEMPTION OF SECURITIES
		 	51	  
			
	 Section 1101
		 Applicability of Article
		 	51	  
	 Section 1102
		 Election to Redeem; Notice to Trustee
		 	51	  
	 Section 1103
		 Selection by Trustee of Securities to be Redeemed
		 	51	  
	 Section 1104
		 Notice of Redemption
		 	52	  
	 Section 1105
		 Deposit of Redemption Price
		 	53	  
	 Section 1106
		 Securities Payable on Redemption Date
		 	53	  
	 Section 1107
		 Securities Redeemed in Part
		 	53	  
		
	 ARTICLE TWELVE SINKING FUNDS
		 	54	  
			
	 Section 1201
		 Applicability of Article
		 	54	  
	 Section 1202
		 Satisfaction of Sinking Fund Payments with Securities
		 	54	  
	 Section 1203
		 Redemption of Securities for Sinking Fund
		 	54	  
		
	 ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS
		 	55	  
			
	 Section 1301
		 Applicability of Article
		 	55	  
		
	 ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES
		 	55	  
			
	 Section 1401
		 Applicability of Article
		 	55	  
	 Section 1402
		 Monies of Different Currencies to be Segregated
		 	55	  
		
	 ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES
		 	56	  
			
	 Section 1501
		 Purposes for Which Meetings May Be Called
		 	56	  
	 Section 1502
		 Call, Notice and Place of Meetings
		 	56	  
	 Section 1503
		 Persons Entitled to Vote at Meetings
		 	56	  
	 Section 1504
		 Quorum; Action
		 	56	  
	 Section 1505
		 Determination of Voting Rights; Conduct and Adjournment of Meetings
		 	57	  
	 Section 1506
		 Counting Votes and Recording Action of Meetings
		 	58	  
		
	 ARTICLE SIXTEEN GUARANTEE OF SECURITIES
		 	58	  
			
	 Section 1601
		 Guarantee
		 	58	  
	 Section 1602
		 Future Guarantors
		 	60	  
	 Section 1603
		 Delivery of Guarantee
		 	60	  


  
 iv 








 INDENTURE, dated as of
            , 201     (the “Indenture”), between: DuPont Fabros Technology, L.P., a Maryland limited partnership (the “Operating
Partnership”), having its principal executive office located at 1212 New York Avenue, NW, Suite 900, Washington, D.C. 20005, as issuer, and
                    , as trustee, registrar, paying agent and transfer agent (the “Trustee,” “Registrar,”
“Paying Agent,” and “Transfer Agent,” respectively). 
 RECITALS 

The Operating 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 fixed or floating 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. 
 All things necessary to make this Indenture a
valid agreement of the Operating Partnership in accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH:

 For and in consideration of the premises and the purchase of the Securities by the Holders (as herein defined) thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof as follows: 

ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 101 Definitions. 

Except as otherwise expressly provided in or pursuant to this Indenture or unless the context otherwise requires, for all purposes of this
Indenture: 
 (1) the 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 GAAP; 
 (4) the words “herein,”
“hereof,” “hereto” 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; 

(5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or
both,” not “either A or B but not both”); 
 (6) provisions apply to successive events and transactions; 

(7) the term “merger” includes a statutory share exchange and the terms “merge” and “merged” have
correlative meanings; 
 (8) the masculine gender includes the feminine and the neuter; and 

(9) references to agreements and other instruments include subsequent amendments and supplements thereto. 

  
 1 








 Certain terms used principally in certain Articles hereof are defined in those Articles. 

“Act,” when used with respect to any Holders, has the meaning specified in Section 104. 

“Additional Amounts” means any additional amounts which are required by this Indenture, by the terms of any Security
established pursuant to Section 301 or by the terms of any Guarantee, under circumstances specified herein or therein, to be paid by the Operating Partnership or any Guarantor, as applicable, in respect of certain taxes, duties, levies,
imposts, assessments or other governmental charges imposed on Holders specified herein or therein. 
 “Additional Amounts
Notice” has the meaning specified in Section 1004. 
 “Affiliate” of any specified Person means any other
Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control,” when used with respect to any specified Person means the
power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and
“controlled” have meanings correlative to the foregoing. 
 “Agency” with respect to any Securities, means an
agent of the Operating Partnership or the office of an agent of the Operating Partnership, as the context requires, in each case maintained or designated in a Place of Payment for such Securities pursuant to Section 1002 or any other agent of
the Operating Partnership or office of an agent of the Operating Partnership, as the context requires, in each case maintained or designated for such Securities pursuant to Section 1002 or, to the extent designated or required by
Section 1002 in lieu of such agent or agent’s office, the Corporate Trust Office of the Trustee. 
 “Authenticating
Agent” means any Person authorized by the Trustee pursuant to Section 611 to act on behalf of the Trustee to authenticate Securities of one or more series. 

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

“Board of Directors” means the board of directors of the Company, on behalf of the Operating Partnership or itself, or any
committee of such board duly authorized to act generally or in any particular respect for the Operating Partnership or itself hereunder.

“Board Resolution” means a copy of one or more resolutions or unanimous written consents, certified by the Secretary or an
Assistant Secretary of the Company, on behalf of the Operating Partnership, to have been duly adopted by the Board of Directors, on behalf of the Operating Partnership, and to be in full force and effect on the date of such certification, delivered
to the Trustee. 
 “Business Day” means, unless otherwise specified with respect to the Securities of any series pursuant
to Section 301, any day other than a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close; provided that such term shall mean, when used
with respect to any payment of principal of, or premium or interest, if any, on, or Additional Amounts with respect to, the Securities of any series to be made at any Place of Payment for such Securities, unless otherwise specified pursuant to
Section 301 with respect to such Securities, any day other than a Saturday, Sunday or other day on which banking institutions in such Place of Payment are authorized or obligated by law, regulation or executive order to close. 

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

“Common Equity” includes any equity security of any class of the Operating Partnership or the Company, as the context
requires, which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Operating Partnership or the Company, as applicable, and which is not subject
to redemption by the Operating Partnership or the Company, as applicable. 

  
 2 








 “Company” means DuPont Fabros Technology, Inc., a corporation formed under the
laws of the State of Maryland, or any successor thereto. 
 “Conversion Event” means the cessation of use of (i) a
Foreign Currency both by the government of the country or the confederation which issued such Foreign Currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community or
(ii) any currency unit or composite currency for the purposes for which it was established. 
 “Corporate Trust
Office” means either the principal corporate trust office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of this Indenture is located at
            , or such other address as the Trustee may designate from time to time by notice to the Holders and the Operating Partnership. 

“Corporation” includes corporations, partnerships, associations, limited liability companies and other companies, and
business trusts. The term “corporation” means a corporation and does not include partnerships, associations, limited liability companies or other companies or business trusts. 

“Currency,” with respect to any payment, deposit or other transfer in respect of the principal of or any premium or interest
on or any Additional Amounts with respect to any Security, means Dollars or the Foreign Currency, as the case may be, in which such payment, deposit or other transfer is required to be made by or pursuant to the terms hereof or such Security and,
with respect to any other payment, deposit or transfer pursuant to or contemplated by the terms hereof or such Security, means Dollars. 

“CUSIP number” means the alphanumeric designation assigned to a Security by Standard & Poor’s, CUSIP Service
Bureau. 
 “Defaulted Interest” has the meaning specified in Section 307. 

“Depository” means, with respect to any Security issuable or issued in the form of one or more global Securities, the Person
designated as depository by the Operating Partnership in or pursuant to this Indenture, and, unless otherwise provided with respect to any Security, any successor to such Person. If at any time there is more than one such Person,
“Depository” shall mean, with respect to any Securities, the depository which has been appointed with respect to such Securities. 

“Dollars” or “$” means a dollar or other equivalent unit of legal tender for payment of public or private
debts in the United States of America. 
 “Equivalent Terms” has the meaning specified in Section 1102. 

“Event of Default” has the meaning specified in Section 501. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor thereto, in each case as amended from
time to time. 
 “Foreign Currency” means any currency, currency unit or composite currency issued by the government of one
or more countries other than the United States of America or by any recognized confederation or association of such government. 

“GAAP” and “generally accepted accounting principles” means United States generally accepted accounting
principles as in effect on the date hereof, including without limitation, as set forth in the Financial Accounting Standards Board’s “Accounting Standards Codification.” 

“Government Obligations” means securities which are (i) direct obligations of the United States of America or the other
government or governments in the confederation of such government which issued the Foreign Currency in which the principal of or any premium or interest on the relevant Security or any Additional Amounts in respect thereof shall be payable, in each
case where the payment or payments thereunder are supported by the full faith and credit of such government or governments or 

  
 3 








 
(ii) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such other government or governments, in each case
where the timely payment or payments thereunder are unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable at the option of the issuer or issuers thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such Government Obligation or a specific payment of interest on or
principal of or other amount with respect to any such Government Obligation held by such custodian for the account of the holder of a depository receipt, provided that (except as required by law) such custodian is not authorized to make any
deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of or other amount with respect to the
Government Obligation evidenced by such depository receipt. 
 “Guarantee” has the meaning set forth in Article Sixteen
hereof. 
 “Guarantors” means any Person that is liable under a Guarantee under Article Sixteen hereof. 

“Holder,” in the case of any Registered Security, means the Person in whose name such Security is registered in the Security
Register. 
 “Indebtedness,” when used with respect to any Person, and without duplication, unless otherwise specified with
respect to the Securities of any series pursuant to Section 301, means any indebtedness (whether being principal, premium or interest) for or in respect of (i) any notes, bonds, debenture stock, loan stock or other securities or
(ii) any borrowed money. 
 “Indenture” means this instrument as originally executed or 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, with respect to any Security, by the terms and provisions of such Security established pursuant to Section 301
(as such terms and provisions may be amended pursuant to the applicable provisions hereof), provided, however, that, if at any time more than one Person is acting as Trustee under this instrument, “Indenture” shall mean, with
respect to any one or more series of Securities for which such Person is Trustee, this instrument as originally executed or 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 the terms of those particular series of Securities for which such Person is Trustee established pursuant to Section 301, exclusive, however, of any provisions or terms which relate
solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted. 

“Indexed Security” means a Security the terms of which provide that the principal amount thereof payable at Stated Maturity
may be more or less than the principal face amount thereof at original issuance. 
 “Interest,” with respect to any
Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity. 

“Interest Payment Date,” with respect to any Security, means the Stated Maturity of an installment of interest on such
Security. 
 “Judgment Currency” has the meaning specified in Section 116. 

“Maturity,” 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 provided in or pursuant to this Indenture or such Security, whether at the Stated Maturity, upon acceleration, upon redemption at the option of the Operating Partnership, upon repurchase or repayment at the
option of the Holder or otherwise, and includes a Redemption Date for such Security and a date fixed for the repurchase or repayment of such Security at the option of the Holder. 

“New York Banking Day” has the meaning specified in Section 116. 

“Office,” with respect to any Securities, means an office of the Operating Partnership maintained or designated in a Place of
Payment for such Securities pursuant to Section 1002 or any other office of the Operating Partnership maintained or designated for such Securities pursuant to Section 1002 or, to the extent designated or required by Section 1002 in
lieu of such office, the Corporate Trust Office of the Trustee. 

  
 4 








 “Officers’ Certificate” means a certificate signed by the Chairman, the
Chief Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Operating Partnership or of the Company on behalf of the Operating Partnership or a Guarantor,
as applicable, that, if applicable, complies with the requirements of Section 314(e) of the Trust Indenture Act and is delivered to the Trustee. 

“Operating Partnership” means the Person named as the “Operating 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 “Operating Partnership” shall mean such successor Person. 

“Operating Partnership Request” and “Operating Partnership Order” mean, respectively, a written request or
order, as the case may be, signed in the name of the Company, on behalf of the Operating Partnership, by the Chairman, the Chief Executive Officer, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company, on behalf of the Operating Partnership, and delivered to the Trustee. 
 “Opinion of
Counsel” means a written opinion of counsel, who may be an employee of or counsel for the Operating Partnership, the Company or a Guarantor, as the case may be, or other counsel who shall be reasonably acceptable to the Trustee. 

“Original Issue Discount Security” means a Security, other than an Indexed Security, issued pursuant to this Indenture which
provides for an amount less than the principal amount thereof to be due and payable upon acceleration pursuant to Section 502. 

“Outstanding,” when used with respect to any Securities, means, as of the date of determination, all such Securities
theretofore authenticated and delivered under this Indenture, except: 
 (a) any such Security theretofore cancelled by the
Trustee or delivered to the Trustee for cancellation; 
 (b) any such Security for whose payment at the Maturity thereof
money in the necessary amount (or, to the extent that such Security is payable at such Maturity in shares of Common Equity or other securities or property, Common Equity or such other securities or property in the necessary amount, together with, if
applicable, cash in lieu of fractional shares or securities) has been theretofore deposited pursuant hereto (other than pursuant to Section 402) with the Trustee or any Paying Agent (other than the Operating Partnership, the Company or any
Affiliate of the Operating Partnership or the Company) in trust or set aside and segregated in trust by the Operating Partnership, the Company or any Affiliate of the Operating Partnership or the Company (if it shall act as Paying Agent) for the
Holders of such Securities, 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; 

(c) any such Security with respect to which the Operating Partnership has effected defeasance or Covenant Defeasance pursuant
to Section 402, except to the extent provided in Section 402; 
 (d) any such Security which has 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, unless there shall have been presented to the Trustee proof satisfactory to it that such Security is held
by a bona fide purchaser in whose hands such Security is a valid obligation of the Operating Partnership; and 
 (e) any such
Security converted or exchanged as contemplated by this Indenture into Common Equity or other securities or property, if the terms of such Security provide for such conversion or exchange pursuant to Section 301; 

  
 5 








 provided, however, that in determining whether the Holders of the requisite aggregate 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, (i) 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 pursuant to the terms of such Original Issue Discount Security
would be due and payable upon acceleration thereof pursuant to Section 502 at the time of such determination, and (ii) the principal amount of any Indexed Security that may be counted in making such determination and that shall be deemed
Outstanding for such purpose shall be equal to the principal amount of such Indexed Security at original issuance, unless otherwise provided in or pursuant to this Indenture, and (iii) the principal amount of a Security denominated in a Foreign
Currency that may be counted in making such determination and that shall be deemed Outstanding for such purposes shall be the Dollar equivalent, determined on the date of original issuance of such Security, of the principal amount (or, in the case
of an Original Issue Discount Security, the Dollar equivalent on the date of original issuance of such Security of the amount determined as provided in (i) above) of such Security, and (iv) Securities owned by the Operating Partnership,
the Company or any other obligor upon the Securities or any Affiliate of the Operating Partnership, the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in making any such determination or relying upon any such request, demand, authorization, direction, notice, consent or waiver, the Trustee shall be entitled to conclusively rely on any such request, demand, authorization, direction,
notice, consent or waiver, but only to the extent the Responsible Officer of the Trustee making such determination does not have actual knowledge that such Securities are not so owned. Securities so owned which shall have been pledged in good faith
may be regarded as Outstanding if the pledgee establishes in writing to the satisfaction of the Trustee (A) the pledgee’s right so to act with respect to such Securities and (B) that the pledgee is not the Operating Partnership, the
Company or any other obligor upon the Securities or an Affiliate of the Operating Partnership, the Company or such other obligor. 

“Paying Agent” means any Person authorized by the Operating Partnership to pay the principal of, or any premium or interest
on, or any Additional Amounts with respect to, any Security on behalf of the Operating Partnership. 
 “Person” and
“person” mean any individual, Corporation, joint venture, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. 

“Place of Payment,” with respect to any Security, means the place or places where the principal of, or any premium or
interest on, or any Additional Amounts with respect to such Security are payable as provided in or pursuant to this Indenture or such Security. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same
indebtedness 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. 

“Redemption Date,” with respect to any Security or portion thereof to be redeemed, means the date fixed for such redemption
by or pursuant to this Indenture or such Security. 
 “Redemption Price,” with respect to any Security or portion thereof
to be redeemed, means the price at which it is to be redeemed as determined by or pursuant to this Indenture or such Security. 

“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 any Registered Security on any Interest Payment Date
therefor means the date, if any, specified in or pursuant to this Indenture or such Security as the regular record date for the payment of such interest. 

“Required Currency” has the meaning specified in Section 116. 

“Responsible Officer” means any officer of the Trustee in its corporate trust department who is responsible for the
administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer or employee of the Trustee to whom such matter is referred because of his or her knowledge of and familiarity with the particular
subject. 

  
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 “Securities Act” means the Securities Act of 1933, as amended, or any successor
thereto, in each case as amended from time to time. 
 “Security” or “Securities” means any note or notes,
bond or bonds, debenture or debentures, or any other evidences of indebtedness, as the case may be, authenticated and delivered under this Indenture; provided, however, that, if at any time there is more than one Person acting as Trustee
under this Indenture, “Securities,” with respect to any such Person, shall mean Securities authenticated and delivered under this Indenture, exclusive, however, of Securities of any series as to which such Person is not Trustee.

 “Security Interest” means any mortgage, pledge, lien, hypothecation, security interest or other charge. 

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

 “Significant Subsidiary” means any Subsidiary or group of Subsidiaries that meets either of the following conditions:
(1) the Operating Partnership and its other Subsidiaries’ investments in and advances to the Subsidiary exceed 10% of the Operating Partnership’s and its Subsidiaries’ total assets consolidated (determined in accordance with
GAAP) as of the end of the most recent fiscal quarter for which an annual or quarterly report has been furnished to holders of the notes or filed with the Commission; or (2) the Operating Partnership’s and its other Subsidiaries’
proportionate share of the total assets (after intercompany eliminations) of the Subsidiary exceeds 10% of the Operating Partnership’s and its Subsidiaries’ total assets consolidated (determined in accordance with GAAP) as of the end of
the most recent fiscal quarter for which an annual or quarterly report has been furnished to Holders or filed with the Commission. 

“Special Record Date” for the payment of any Defaulted Interest on any Registered Security means a date fixed therefor by the
Trustee pursuant to Section 307. 
 “Stated Maturity,” with respect to any Security or any installment of principal
thereof or interest thereon or any Additional Amounts with respect thereto, means the date established by or pursuant to this Indenture or such Security as the fixed date on which the principal of such Security or such installment of principal or
interest is, or such Additional Amounts are, due and payable. 
 “Subsidiary” means, with respect to the Operating
Partnership or the Company, any Person (excluding an individual), a majority of the outstanding voting stock, partnership interests, membership interests or other equity interest, as the case may be, of which is owned or controlled, directly or
indirectly, by the Operating Partnership or the Company, as the case may be, or by one or more other Subsidiaries of the Operating Partnership or the Company, as the case may be. For the purposes of this definition, “voting stock” means
stock having voting power for the election of directors, trustees or managers, as the case may be, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed;
provided, however, that in the event that the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means the Trust Indenture Act of 1939 as so amended. 

“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;
provided, however, that if at any time there is more than one such Person, “Trustee” shall mean each such Person and as used with respect to the Securities of any series shall mean the Trustee with respect to the Securities of such
series. 
 “United States,” means the United States of America (including the states thereof and the District of Columbia),
its territories, its possessions and other areas subject to its jurisdiction; and the term “United States of America” means the United States of America. 

  
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 “Vice President,” when used with respect to the Operating Partnership, the
Company or the Trustee, as applicable, means any vice president, whether or not designated by a number or a word or words added before or after the title “Vice President.” 

“Voting Stock” means, with respect to any Person, any class or series of capital stock of, or other equity interests in, such
Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of, or to appoint or to approve the appointment of, the directors, trustees or managing members of, or other persons holding similar
positions with, such Person. 
 Section 102 Compliance Certificates and Opinions. 

Except as otherwise expressly provided in or pursuant to this Indenture, upon any application or request by the Operating Partnership or any
Guarantor, as applicable, to the Trustee to take any action under any provision of this Indenture, the Operating Partnership or such Guarantor, as the case may be, shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and 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 or any of them is specifically required by any provision of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished. Each certificate or opinion with respect to compliance with a condition or covenant provided for in the Indenture (other than certificates delivered pursuant to Section 1007) must include:

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

(4) a statement as to whether or not, in the opinion of each such person, 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 Operating Partnership or any Guarantor may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows, or in the exercise of reasonable care should know, that
the Opinion of Counsel with respect to the matters upon which his certificate or opinion is based is erroneous. Any such 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 Operating Partnership or any Guarantor, a governmental official or officers or any other Person or Persons, stating that the information with respect to such factual matters is in the possession of the Operating
Partnership or any Guarantor, as applicable, unless counsel rendering the Opinion of Counsel knows, or in the exercise of reasonable care should know, that the certificate, opinion or representations with respect to such matters are erroneous. 

  
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 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 or any Security, they may, but need not, be consolidated and form one instrument. 

Section 104 Acts of Holders; Record Dates. 

(1) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by or pursuant to this
Indenture to be made, given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing or the record of any action taken by
Holders at a meeting pursuant to Article Fifteen. 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 Operating Partnership or any Guarantor, as applicable. 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 or 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 315 of the Trust Indenture Act) conclusive in favor of the Trustee, the Operating Partnership or any Guarantor, as applicable, and any agent of the Trustee, the Operating Partnership or any Guarantor, as
applicable, 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 provided in or pursuant to this Indenture, a Holder,
including a 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 Act provided in or pursuant to
this Indenture or the Securities to be made, given or taken by Holders, and a 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
Depository’s standing instructions and customary practices. 
 (2) 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. 
 (3) The ownership, principal amount and serial numbers of
Registered Securities held by any Person, and the date of the commencement and the date of the termination of holding the same, shall be proved by the Security Register. 

(4) If the Operating Partnership or any Guarantor shall solicit from the Holders of any Registered Securities any request,
demand, authorization, direction, notice, consent, waiver or other Act, the Operating Partnership may at its option (but is not obligated to), by Board Resolution, fix in advance a record date for the determination of Holders of Registered
Securities entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act. 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 record at the close of business on such record date shall be deemed to be Holders for the purpose of determining whether Holders of the requisite proportion of
Outstanding Securities have authorized, 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 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. 

(5) Any request, demand, authorization, direction, notice, consent, waiver or other Act by the Holder of any Security 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, the Operating Partnership or any Guarantor in reliance thereon, whether or not notation of such Act is made upon such Security. 

  
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 Section 105 Notices, etc. to Trustee and Operating 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, 
 (1) the Trustee by any Holder or by the Operating
Partnership or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be by electronic (pdf) or facsimile transmission) to or with the Trustee at its Corporate Trust Office at the
location specified in Section 101; or 
 (2) the Operating 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, first-class postage prepaid, to the Operating Partnership addressed to the attention of the Secretary of the Company at the address of the
Operating Partnership’s principal office specified in writing to the Trustee by the Operating Partnership and, until further notice, at DuPont Fabros Technology, L.P., 1212 New York Avenue, NW, Suite 900, Washington, D.C. 20005, fax number:
(202) 728-0220, Attention: General Counsel. 
 In addition to the foregoing, the Trustee and the Operating Partnership agree to accept
and act upon notices, instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the party elects to give the Trustee or the Operating Partnership e-mail
or facsimile notices, instructions or directions (or notices, instructions or directions by a similar electronic method) and any of the Trustee or the Operating Partnership acts upon such notices, instructions or directions, the Trustee’s or
the Operating Partnership’s understanding, as applicable, of such notices, instructions or directions shall be deemed controlling. Neither the Trustee nor the Operating Partnership shall be liable for any losses, costs or expenses arising
directly or indirectly from the Trustee’s or the Operating Partnership’s reliance, as applicable, upon and compliance with such notices, instructions or directions notwithstanding such notices, instructions or directions conflict or are
inconsistent with a subsequent written notice, instruction or direction. The party providing electronic notices, instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit notices, instructions
and directions to the Trustee or the Operating Partnership, including, without limitation, the risk of the Trustee or the Operating Partnership acting on unauthorized notices, instructions or directions, and the risk or interception and misuse by
third parties. 
 Section 106 Notice to Holders of Securities; Waiver. 

Except as otherwise expressly provided in or pursuant to this Indenture, where this Indenture provides for notice to Holders of Securities of
any event, such notice shall be sufficiently given if in writing and mailed, first-class postage prepaid, or if delivered electronically pursuant to the applicable procedures of the Depository, to each Holder 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. 

In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to other Holders given as provided herein. Any notice which is mailed in the manner herein provided shall be conclusively presumed to have been duly given or provided. In the
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 in its sole discretion shall
constitute a sufficient notification for every purpose hereunder. 
 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 waiver shall be the 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. 
 Any request, demand, authorization, direction, notice, consent, waiver or other action required or permitted under
this Indenture shall be in the English language. 

  
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 Section 108 Conflict with Trust Indenture Act. 

If any provision of this Indenture limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act
to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed
to apply to this Indenture as so modified or to be excluded, as the case may be. 
 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 Operating Partnership or any Guarantor shall bind its successors and assigns, whether so
expressed or not. 
 Section 111 Separability Clause. 

In case any provision in this Indenture or any Security shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not, to the fullest extent permitted by law, in any way be affected or impaired thereby. 

Section 112 Benefits of Indenture. 

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

Section 113 Governing Law; Waiver of Jury Trial. 

This Indenture, the Securities and any Guarantees shall be governed by, and construed in accordance with, the laws of the State of New York
without regard to conflicts of law principles of such State other than New York General Obligations Law Section 5-1401. EACH OF THE OPERATING PARTNERSHIP, ANY GUARANTOR AND THE TRUSTEE AND EACH HOLDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS INDENTURE, THE SECURITIES, ANY GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY. 

Section 114 Legal Holidays. 

Unless otherwise specified in or pursuant to this Indenture or any Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of, or any other day on which a payment is due with respect to, any Security shall be a day which is not a Business Day, then payment need not be made on such day, but such payment may be made on the next succeeding day that is a relevant
Business Day with the same force and effect as if made on the Interest Payment Date, at the Stated Maturity or Maturity or on any such other payment date, as the case may be, and no interest shall accrue or be payable on the payment so deferred on
such succeeding Business Day for the period from and after such Interest Payment Date, Stated Maturity, Maturity or other payment date, as the case may be, to such succeeding Business Day. 

Section 115 Counterparts. 

This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the
original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

  
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 Section 116 Judgment Currency. 

Each of the Operating Partnership and any Guarantor agrees, to the fullest extent that it may effectively do so under applicable law, that
(a) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of, or premium or interest, if any, or Additional Amounts on the Securities of any series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee could purchase in The
City of New York the Required Currency with the Judgment Currency on the New York Banking Day preceding the date on which a final unappealable judgment is given and (b) its obligations under this Indenture to make payments in the Required
Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment (whether or not entered in accordance with clause (a)), in any currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be enforceable as an alternative or additional cause of action for
the purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable and (iii) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on which banking institutions in The
City of New York are authorized or obligated by law, regulation or executive order to be closed. The provisions of this Section 116 shall not be applicable with respect to any payment due on a Security which is payable in Dollars. 

Section 117 Extension of Payment Dates. 

In the event that (i) the terms of any Security established in or pursuant to this Indenture permit the Operating Partnership or any
Holder thereof to extend the date on which any payment of principal of, or premium, if any, or interest, if any, on, or Additional Amounts, if any, with respect to such Security is due and payable and (ii) the due date for any such payment
shall have been so extended, then all references herein to the Stated Maturity of such payment (and all references of like import) shall be deemed to refer to the date as so extended. 

Section 118 Immunity of General Partners, Limited Partners, Stockholders, Directors, Officers, Employees, Incorporators and
Agents of the Operating Partnership, the Company and Guarantors. 
 No recourse under or upon any obligation, covenant or
agreement contained in this Indenture, or in any Security, or because of any indebtedness evidenced thereby, shall be had against any past, present or future general partner, limited partner, member, employee, incorporator, controlling person,
stockholder, officer, director or agent, as such, of the Operating Partnership, the Company, any Guarantor or of any of the Operating Partnership’s, the Company’s or any Guarantor’s predecessors or successors, either directly or
through the Operating Partnership, the Company or any Guarantor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance of the Securities by the Holders and as part of the consideration for the issue of the Securities. 

Section 119 USA Patriot Act. 

The parties hereto acknowledge that, in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial
institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the
Trustee. Each of the Operating Partnership and any Guarantor agrees that it will provide the Trustee with such information as it may reasonably request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act, including
documentation to verify its formation and existence as a legal entity, financial statements, licenses, and identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation. 

  
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 Section 120 Force Majeure. 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services. 
 Section 121
FATCA. 
 In order to comply with applicable tax laws, rules and regulations (inclusive of directives, guidelines and interpretations
promulgated by competent authorities) in effect from time to time (“Applicable Law”) that a foreign financial institution, or issuer, trustee, paying agent, holder or other institution is or has agreed to be subject to related to
this Indenture, the Operating Partnership agrees (i) to use commercially reasonable efforts to provide to the Trustee sufficient information about Holders or other applicable parties and/or transactions (including any modification to the terms
of such transactions) that is reasonably requested by the Trustee so the Trustee can determine whether it has tax related obligations under Applicable Law, (ii) that the Trustee shall be entitled to make any withholding or deduction from
payments under this Indenture to the extent necessary to comply with Applicable Law for which the Trustee shall not have any liability, and (iii) to hold harmless the Trustee for any losses it may suffer due to the actions it takes to comply
with such Applicable Law, in case of each of clauses (ii) and (iii), other than any liability or losses as may be attributable to the Trustee’s willful misconduct or negligence. The terms of this paragraph shall survive the satisfaction
and discharge of this Indenture. 
 ARTICLE TWO 

SECURITIES FORMS 

Section 201 Forms Generally. 

Each Registered Security and temporary or permanent global Security issued pursuant to this Indenture shall be in the form established by or
pursuant to a Board Resolution and set forth in an Officers’ Certificate of the Operating Partnership, or established in one or more indentures supplemental hereto, shall have such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by or pursuant to 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 officer of the Company executing such Security as evidenced by the execution of such Security. 
 Definitive
Securities shall be printed, lithographed or engraved or produced by any combination of these methods or in any other manner, all as determined by the officer of the Company executing such Securities, as evidenced by the execution of such
Securities. 
 Section 202 Form of Trustee’s Certificate of Authentication. 

Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form: 

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

 

			
	                    , as Trustee
		
	By:  		 
			Authorized Signatory
	
	Dated:



  
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 Section 203 Securities in Global Form. 

Unless otherwise provided in or pursuant to this Indenture or any Securities, the Securities shall not be issuable in global form. If
Securities of a series shall be issuable in temporary or permanent global form, any such Security may provide that it or any principal amount of such Securities shall represent the aggregate amount of all Outstanding Securities of such series (or
such lesser principal amount as is permitted by the terms thereof) from time to time endorsed thereon or reflected on the books and records of the Trustee and may also provide that the aggregate principal amount of Outstanding Securities represented
thereby may from time to time be increased or reduced to reflect exchanges. Any endorsement of any Security in global form to reflect the principal amount, or any increase or decrease in the principal amount, or changes in the rights of Holders, of
Outstanding Securities represented thereby shall be made in such manner and by such Person or Persons as shall be specified therein or pursuant to Section 301 with respect to such Security or in the Operating Partnership Order to be delivered
pursuant to Section 303 or 304 with respect thereto. Subject to the provisions of Section 303 and, if applicable, Section 304, the Trustee shall deliver and redeliver any Security in global form in the manner and upon written
instructions given by the Person or Persons specified therein or pursuant to Section 301 with respect to such Security or in the applicable Operating Partnership Order. If an Operating Partnership Order pursuant to Section 303 (with
respect to Outstanding Securities) or 304 has been, or simultaneously is, delivered, any instructions by the Operating Partnership with respect to a Security in global form shall be in writing but need not be accompanied by or contained in an
Officers’ Certificate of the Operating Partnership and need not be accompanied by an Opinion of Counsel other than those which may be required pursuant to Section 303 or 304 or otherwise pursuant to this Indenture. Notwithstanding the
foregoing provisions of this paragraph, in the event a global Security is exchangeable for definitive Securities as provided in Section 305, then, unless otherwise provided in or pursuant to this Indenture with respect to the Securities of such
series, the Trustee shall deliver and redeliver such global Security to the extent necessary to effect such exchanges, shall endorse such global Security to reflect any decrease in the principal amount thereto resulting from such exchanges and shall
take such other actions, all as contemplated by Section 305. 
 Notwithstanding the provisions of Section 307, payment of
principal of, any premium and interest on, and any Additional Amounts in respect of any Security in temporary or permanent global form shall be made to the Person in whose name such Security is registered. 

Notwithstanding anything to the contrary, the Operating Partnership, any Guarantor, the Trustee and any agent of the Operating Partnership,
any Guarantor or the Trustee shall treat as the Holder of the principal amount of Outstanding Securities represented by a global Security in registered form, the Person in whose name such Security is registered in the Security Register. 

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. 
 With respect to any Securities to be authenticated and delivered hereunder, there shall be established in
or pursuant to one or more Board Resolutions and set forth in an Officers’ Certificate of the Operating Partnership, or established in one or more indentures supplemental hereto, prior to the issuance of any Securities of a series, 

(1) the title of the Securities of such series (which shall distinguish the Securities of the series from Securities of any
other series); 
 (2) any limit upon the aggregate principal amount of 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 such series pursuant to Section 304, 305, 306, 905 or
1107, upon repayment in part of any Security of such series pursuant to Article Thirteen or upon surrender in part of any Security for conversion or exchange into Common Equity or other securities or property pursuant to its terms);
provided, however, that the authorized aggregate principal amount of such series may from time to time be increased above such amount by a Board Resolution to such effect; 

  
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 (3) if such Securities are to be issuable as Registered Securities, as bearer
securities or alternatively as bearer securities and Registered Securities, and whether the bearer securities are to be issuable with coupons, without coupons or both, and any restrictions applicable to the offer, sale or delivery of the bearer
securities and the terms, if any, upon which bearer securities may be exchanged for Registered Securities and vice versa and, with respect to bearer securities, any other provisions related to bearer securities not otherwise provided for herein;

 (4) if any of such Securities are to be issuable in global form, when any of such Securities are to be issuable in global
form and (i) whether such Securities are to be issued in temporary or permanent global form or both, (ii) whether beneficial owners of interests in any such global Security may exchange such interests for Securities of the same series and
of like tenor and 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, (iii) the name of the Depository with respect to any such
global Security and (iv) if applicable and in addition to the Persons specified in Section 305, the Person or Persons who shall be entitled to make any endorsements on any such global Security and to give the instructions and take the
other actions with respect to such global Security contemplated by the first paragraph of Section 203; 
 (5) the date
or dates, or the method or methods, if any, by which such date or dates shall be determined, on which the principal and premium, if any, of any Securities of the series is payable or the method used to determine or extend those dates; 

(6) the rate or rates at which such Securities shall bear interest, if any, or the method or methods, if any, by which such
rate or rates are to be determined, the date or dates, if any, from which such interest shall accrue or the method or methods, if any, by which such date or dates are to be determined, the Interest Payment Dates, if any, on which such interest shall
be payable and the Regular Record Date, if any, for the interest payable on Registered Securities on any Interest Payment Date, the notice, if any, to Holders regarding the determination of interest on a floating rate Security and the manner of
giving such notice, and the basis upon which interest shall be calculated if other than that of a 360-day year of twelve 30-day months; 

(7) if in addition to or other than the Corporate Trust Office, the place or places where the principal of, any premium and
interest on or any Additional Amounts with respect to such Securities shall be payable, any of such Securities that are Registered Securities may be surrendered for registration of transfer or exchange, any of such Securities may be surrendered for
conversion or exchange and notices or demands to or upon the Operating Partnership in respect of such Securities and this Indenture may be made and the manner in which any payment may be made; 

(8) whether any of such Securities are to be redeemable at the option of the Operating Partnership and, if so, the date or
dates on which, the period or periods within which, the price or prices at which, the currency or currency units in which, and the other terms and conditions upon which such Securities may be redeemed, in whole or in part, at the option of the
Operating Partnership, and, if other than by a Board Resolution, the manner in which any election by the Operating Partnership to redeem the Securities shall be evidenced; 

(9) if the Operating Partnership is obligated to redeem or purchase any of such Securities pursuant to any sinking fund or
analogous provisions or at the option of any Holder thereof and, if so, the date or dates on which, the period or periods within which, the price or prices at which, the currency or currency units in which, and the other 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 so redeemed or purchased; 

(10) the denominations in which any of such Securities that are Registered Securities shall be issuable if other than minimum
denominations of $2,000 and any integral multiple of $1,000 in excess thereof; 

  
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 (11) whether such Securities will be convertible into and/or exchangeable for
Common Equity or other securities or property of the Operating Partnership or of any other Person, and if so, the terms and conditions upon which such Securities will be so convertible or exchangeable, and any deletions from or modifications or
additions or changes to this Indenture to permit or to facilitate the issuance of such convertible or exchangeable Securities or the administration thereof; 

(12) if other than the entire principal amount thereof, the portion of the principal amount of any of such Securities that
shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502 or the method by which such portion is to be determined; 

(13) if other than Dollars, the Foreign Currency in which purchases of such Securities must be made and the Foreign
Currency in which payment of the principal of, any premium or interest on or any Additional Amounts with respect to any of such Securities shall be payable and the manner of determining the equivalent thereof in Dollars for any purpose, including
for purposes of the definition of “Outstanding” in Section 101; 
 (14) if the principal of, any premium or
interest on or any Additional Amounts with respect to any of such Securities are to be payable, at the election of the Operating Partnership or a Holder thereof or otherwise, in a Currency other than that in which such Securities are stated to be
payable, the date or dates on which, the period or periods within which, and the other terms and conditions upon which, such election may be made, and the time and manner of determining the exchange rate between the Currency in which such Securities
are stated to be payable and the Currency in which such Securities or any of them are to be paid pursuant to such election, and any deletions from or modifications of or additions to the terms of this Indenture to provide for or to facilitate the
issuance of Securities denominated or payable, at the election of the Operating Partnership or a Holder thereof or otherwise, in a Foreign Currency; 

(15) if the amount of payments of principal of, any premium or interest on or any Additional Amounts with respect to such
Securities may be determined with reference to an index, formula or other method or methods (which index, formula or method or methods may be based, without limitation, on one or more Currencies, commodities, equity indices or other indices), and,
if so, the terms and conditions upon which and the manner in which such amounts shall be determined and paid or payable; 

(16) any deletions from, modifications of or additions to the Events of Default or covenants of the Operating Partnership or
any Guarantor with respect to any of such Securities or any Guarantee (whether or not such Events of Default or covenants are consistent with the Events of Default or covenants set forth herein), any additional covenants subject to waiver by the Act
of Holders pursuant to Section 1006, and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502; 

(17) if any one or more of the provisions of Section 401 relating to satisfaction and discharge,
Section 402(2) relating to defeasance or Section 402(3) relating to Covenant Defeasance shall not be applicable to such Securities, and any covenants in addition to or other than those specified in
Section 402(3) relating to such Securities which shall be subject to Covenant Defeasance, and, if such Securities are subject to repurchase or repayment at the option of the Holders thereof pursuant to Article Thirteen, if the
Operating Partnership’s obligation to repurchase or repay such Securities will be subject to satisfaction and discharge pursuant to Section 401 or to defeasance or Covenant Defeasance pursuant to Section 402, and, if the Holders of
such Securities have the right to convert or exchange such Securities into Common Equity or other securities or property, if the right to effect such conversion or exchange will be subject to satisfaction and discharge pursuant to Section 401
or to defeasance or Covenant Defeasance pursuant to Section 402, and any deletions from, or modifications or additions to, the provisions of Article Four (including any modification which would permit satisfaction and discharge, defeasance
or Covenant Defeasance to be effected with respect to less than all of the outstanding Securities of such series) in respect of such Securities; 

(18) if any of such Securities are to be issuable upon the exercise of warrants, and the time, manner and place for such
Securities to be authenticated and delivered; 
 (19) if any of such Securities are issuable in global form and are to be
issuable in definitive form (whether upon original issue or upon exchange of a temporary Security) 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; 

  
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 (20) the circumstances under which the Operating Partnership or any Guarantor
will pay Additional Amounts on such Securities in respect of any tax, assessment or other government charge and whether the Operating Partnership will have the option to redeem such Securities rather than pay such Additional Amounts; 

(21) if there is more than one Trustee, the identity of the Trustee that has any obligations, duties and remedies with respect
to such Securities and, if not the Trustee, the identity of each Security Registrar, Paying Agent or Authenticating Agent with respect to such Securities; 

(22) the Person to whom any interest on any Registered Security of such series shall be payable, if other than the Person in
whose name such Registered Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, and the extent to which, or the manner in which, any interest payable on a temporary
global Security will be paid if other than in the manner provided in this Indenture; 
 (23) whether the Securities of the
series will be guaranteed by a Guarantor and, if so, the identity of such Guarantor, the extent to which, and the terms and conditions upon which such Securities shall be guaranteed and, if applicable, the terms and conditions upon which such
Guarantees may be subordinated to other indebtedness of the respective Guarantors; 
 (24) whether the Securities of the
series will be secured and, if so, specification of the collateral and the extent to which, and the terms and conditions upon which, such Securities shall be secured; 

(25) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any
one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and
payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be
determined); 
 (26) whether the Securities will not be issued in a transaction registered under the Securities Act and any
restriction or condition on the transferability of the Securities of such series; 
 (27) the exchanges, if any, on which
such Securities may be listed; 
 (28) the price or prices at which the Securities will be sold; 

(29) any additional covenants subject to waiver by the act of the holders of debt securities pursuant to the Indenture; and

 (30) any other terms of such Securities and any deletions from or modifications or additions to this Indenture in respect
of such Securities (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901). 

All Securities of any one series shall be substantially identical, except as may be provided by the Operating Partnership in or pursuant to
the Board Resolution of the Operating Partnership and set forth in the Officers’ Certificate of the Operating Partnership or in any indenture or indentures supplemental hereto pertaining to such series of Securities. The terms of the Securities
of any series may provide, without limitation, that the Securities shall be authenticated and delivered by the Trustee on original issue from time to time upon written order of persons designated in the Board Resolutions of the Operating Partnership
or any Guarantor (with respect to its Guarantee), Officers’ Certificate of the Operating Partnership or supplemental indenture, as the case may be, pertaining to such series of Securities and that such persons are authorized to determine,
consistent with such Board Resolutions, Officers’ Certificate or supplemental indenture, such terms and conditions of the Securities of such series as are specified in such Board Resolutions, Officers’ Certificate or supplemental
indenture. 

  
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 All Securities of any one series need not be issued at the same time and, unless otherwise
provided by the Operating Partnership as contemplated by this Section 301, a series may be reopened from time to time without notice to or the consent of any Holders for issuances of additional Securities of such series or to establish
additional terms of such series of Securities. 
 If any of the terms of the Securities of any series shall be established by action taken
by or pursuant to Board Resolutions of the Operating Partnership, such Board Resolutions shall be delivered to the Trustee at or prior to the delivery of the Officers’ Certificate of the Operating Partnership setting forth the terms of
such series. 
 Section 302 Currency; Denominations. 

Unless otherwise provided in or pursuant to this Indenture, the principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise provided in or pursuant to this Indenture, Registered Securities denominated in Dollars shall be issuable in registered form without coupons in minimum denominations of $2,000
and any integral multiple of $1,000 in excess thereof. Securities not denominated in Dollars shall be issuable in such denominations as are established with respect to such Securities in or pursuant to this Indenture. 

Section 303 Execution, Authentication, Delivery and Dating. 

Securities and any Guarantee to be endorsed thereon shall be executed on behalf of the Operating Partnership or the related Guarantor, as
applicable, by the Chairman, President or one of the Vice Presidents of the Company, on behalf of the Operating Partnership, or such Guarantor, and may (but need not) have the Company’s or the Guarantor’s, as applicable, corporate seal or
a facsimile thereof reproduced thereon. The signature of any of these officers on the Securities may be manual or facsimile. 
 Securities
and any related Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership, any Guarantor or the Company on behalf of the Operating Partnership, as applicable, shall, to
the fullest extent permitted by law, bind the Operating Partnership or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities
or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities or any such related Guarantee. 

At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities
executed by the Operating Partnership to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such
Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Order and subject to
the provisions hereof and of such Securities shall authenticate and deliver such Securities. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall
receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such
assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate: 
 (a) the form or forms and
terms of such Securities have been established in conformity with Sections 201 and 301 of this Indenture; and 
 (b) all
conditions precedent set forth in this Indenture to the authentication and delivery of such Securities have been complied with and that such Securities, when completed by appropriate insertions (if applicable), executed by duly authorized officers
of the Company on behalf of the Operating Partnership, delivered by duly authorized officers of the Company on behalf of the Operating Partnership to the Trustee for authentication pursuant to this Indenture, and authenticated and delivered by the
Trustee and issued by the Operating Partnership in 

  
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the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and binding obligations of the Operating Partnership, enforceable against the Operating
Partnership in accordance with their terms, and that any Guarantee, when executed by duly authorized signatories of the Guarantor and issued by such Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel and when
the Securities upon which such Guarantees have been endorsed have been completed, executed and delivered by duly authorized officers of the Company on behalf of the Operating Partnership and authenticated and delivered by the Trustee, will
constitute valid and binding obligations of the Guarantor, except, in each case, as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’
rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and subject to such other exceptions as shall be acceptable to the Trustee; provided, that such Opinion of
Counsel need express no opinion as to whether a court in the United States would render a money judgment in a currency other than that of the United States. 

If all the Securities of any series are not to be issued at one time, it shall not be necessary to deliver an Opinion of Counsel at the time
of issuance of each Security, but such opinion, with such modifications as counsel shall deem appropriate, shall be delivered at or before the time of issuance of the first Security of such series. After any such first delivery, any separate request
by the Operating Partnership that the Trustee authenticate Securities of such series for original issue will be accompanied by (i) a certification by the Operating Partnership that all conditions precedent provided for in this Indenture
relating to authentication and delivery of such Securities continue to have been complied with and (ii) an Operating Partnership Order for the authentication and delivery of such Securities. 

The Trustee shall not be required to authenticate or to cause an Authenticating Agent to authenticate any 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 will otherwise be 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. 
 No Security 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 611 executed by or on behalf of the Trustee or by the Authenticating Agent by the manual signature of one of its authorized
signatories. Such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. 

Section 304 Temporary Securities. 

Pending the preparation of definitive Securities, the Operating Partnership may execute and deliver to the Trustee and, upon Operating
Partnership Order, the Trustee or Authenticating Agent shall authenticate and deliver, in the manner provided in Section 303, temporary Securities in lieu thereof 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 and with such appropriate insertions, omissions, substitutions and other variations as the officers of the
Operating Partnership executing such Securities may determine, as conclusively evidenced by their execution of such Securities. Such temporary Securities may be in global form. 

Except in the case of temporary Securities in global form, which shall be exchanged in accordance with the provisions set forth in this
Indenture or the provisions established pursuant to Section 301, if temporary Securities are issued, the Operating Partnership shall cause definitive Securities to be prepared without unreasonable delay. Except as otherwise provided in or
pursuant to this Indenture, after the preparation of definitive Securities of the same series and containing terms and provisions that are identical to those of any temporary Securities, such temporary Securities shall be exchangeable for such
definitive Securities upon surrender of such temporary Securities at an Office or Agency for such Securities, without charge to any Holder thereof. Except as otherwise provided in or pursuant to this Indenture, upon surrender for cancellation of any
one or more temporary Securities, the Operating Partnership shall execute and, upon Operating Partnership Order, the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Securities of authorized
denominations of the same series and containing identical terms and provisions. Unless otherwise provided in or pursuant to this Indenture 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. 

  
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 Section 305 Registration, Transfer and Exchange. 

(1) With respect to the Registered Securities of each series, if any, the Operating Partnership shall cause to be kept a
register (each such register being herein sometimes referred to as the “Security Register”) at an Office or Agency for such series in which, subject to such reasonable regulations as it may prescribe, the Operating Partnership shall
provide for the registration of the Registered Securities of such series and of transfers and exchanges of the Registered Securities of such series. Such Office or Agency shall be the “Security Registrar” for that series of
Securities. Unless otherwise specified in or pursuant to this Indenture or the Securities, the initial Security Registrar for each series of Securities shall be as specified in the second to last paragraph of Section 1002. The Operating
Partnership shall have the right to remove and replace from time to time the Security Registrar for any series of Securities; provided that no such removal or replacement shall be effective until a successor Security Registrar with respect to
such series of Securities shall have been appointed by the Operating Partnership and shall have accepted such appointment. In the event that the Trustee shall not be or shall cease to be Security Registrar with respect to a series of Securities, it
shall have the right to examine the Security Register for such series at all reasonable times. There shall be only one Security Register for each series of Securities. 

Except as otherwise provided in or pursuant to this Indenture, upon surrender for registration of transfer of any Registered Security of any
series at any Office or Agency for such series, the Operating Partnership shall execute, and, upon Operating Partnership Order, the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new
Registered Securities of the same series denominated as authorized in or pursuant to this Indenture, of a like aggregate principal amount bearing a number not contemporaneously outstanding and containing identical terms and provisions. 

Except as otherwise provided in or pursuant to this Indenture, 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 Office or
Agency for such series. Whenever any Registered Securities are so surrendered for exchange, the Operating Partnership shall execute, and, upon Operating Partnership Order, the Trustee shall authenticate and deliver, the Registered Securities which
the Holder making the exchange is entitled to receive. 
 Notwithstanding the foregoing, except as otherwise provided in or pursuant to this
Indenture, the global Securities of any series shall be exchangeable for definitive certificated Securities of such series only if (i) the Depository for such global Securities notifies the Operating Partnership that it is unwilling or unable
or no longer qualified to continue as a Depository for such global Securities or at any time the Depository for such global Securities ceases to be a clearing agency registered as such under the Exchange Act, if so required by applicable law or
regulation, and no successor Depository for such Securities shall have been appointed by the Operating Partnership within 90 days of such notification or of the Operating Partnership becoming aware of the Depository’s ceasing to be so
registered, as the case may be, (ii) the Operating Partnership, in its sole discretion and subject to the Depository’s procedures, determines that the Securities of such series shall no longer be represented by one or more global
Securities and executes and delivers to the Trustee an Operating Partnership Order to the effect that such global Securities shall be so exchangeable or (iii) an Event of Default has occurred and is continuing with respect to such Securities
and the Depository or the Operating Partnership specifically requests such exchange. 
 If the beneficial owners of interests in a global
Security are entitled to exchange such interests for definitive Securities as the result of an event described in clause (i), (ii) or (iii) of the preceding paragraph, then without unnecessary delay but in any event not later than the
earliest date on which such interests may be so exchanged, the Operating Partnership shall deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series,
containing identical terms and in aggregate principal amount equal to the principal amount of such global Security, executed by the Operating Partnership. On or after the earliest date on which such interests may be so exchanged, such global
Security shall be surrendered from time to time by the Depository (or its custodian) as shall be specified in the Operating Partnership Order with respect thereto (which the Operating Partnership agrees to deliver), and in accordance with
instructions given to the Trustee and the Depository as shall be specified in the Operating Partnership Order with respect thereto to the Trustee, as the Operating Partnership’s agent for such purpose, to be exchanged, in whole or in


  
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part, for definitive Securities as described above 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 shall be in such denominations and, in the case of
Registered Securities, registered in such names, as shall be specified by the Depository, but subject to the satisfaction of any certification or other requirements to the issuance of securities; 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 the same series to be redeemed and ending on the relevant Redemption Date. Promptly following any such exchange in part, such global Security
shall be returned by the Trustee to such Depository (or its custodian) or such other Depository (or its custodian) referred to above in accordance with the instructions of the Operating Partnership referred to above, and the Trustee shall endorse
such global Security to reflect the decrease in the principal amount thereof resulting from such exchange. 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 for
such Security where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at such Office or Agency on the next Interest Payment Date, or (ii) any Special Record Date for such
Security 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 shall 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 shall 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 shall be 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 Operating Partnership evidencing the same debt and entitling the Holders thereof 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 shall (if so required by the
Operating Partnership or the Security Registrar for such Security) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Operating Partnership and the Security Registrar for such Security 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 of Securities, or any redemption or repayment of Securities, or any conversion or exchange of Securities for other types of securities or property, but the Operating 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, 905 or 1107, upon repayment or repurchase in part of any Registered Security
pursuant to Article Thirteen, or upon surrender in part of any Registered Security for conversion or exchange into Common Equity or other securities or property pursuant to its terms, in each case not involving any transfer. 

Except as otherwise provided in or pursuant to this Indenture, neither the Operating Partnership nor the Trustee, as applicable, shall be
required (i) to issue, register the transfer of or exchange any Securities during a period beginning at the opening of business 15 days before the day of the selection for redemption of Securities of like tenor and terms and of the same series
under Section 1103 and ending at the close of business on the day of such selection, or (ii) to register the transfer of or exchange any Registered Security, or portion thereof, so selected for redemption, except in the case of any
Registered Security to be redeemed in part, the portion thereof not to be redeemed, or (iii) to issue, register the transfer of or exchange any Security which, in accordance with its terms, has been surrendered for repayment at the option of
the Holder pursuant to Article Thirteen and not withdrawn, except the portion, if any, of such Security not to be so repaid. 

Section 306 Mutilated, Destroyed, Lost and Stolen Securities. 

If any mutilated Security is surrendered to the Trustee, subject to the provisions of this Section 306, the Operating Partnership shall
execute and, upon receipt of the Operating Partnership Order together with any required Opinions of Counsel and Officers’ Certificates, the Trustee shall authenticate and deliver 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. 

  
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 If there be delivered to the Operating Partnership and to the Trustee (i) evidence to their
satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity as may be reasonably required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the
Operating Partnership or the Trustee that such Security has been acquired by a bona fide purchaser, the Operating Partnership shall execute and, upon the Operating Partnership’s written request the Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series containing identical terms and of like principal amount and bearing a number not contemporaneously outstanding. 

Notwithstanding the foregoing provisions of this Section 306, in case any mutilated, destroyed, lost or stolen Security has become or is
about to become due and payable, the Operating Partnership in its discretion may, instead of issuing a new Security, pay such Security. 

Upon the issuance of any new Security under this Section, the Operating 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 legal counsel) connected therewith. 

Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute a separate
obligation of the Operating Partnership, whether or not the destroyed, lost or stolen Security 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 such series duly issued hereunder. 
 The provisions of this Section, as amended or supplemented pursuant to this Indenture
with respect to particular Securities or generally, shall (to the extent lawful) be 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. 
 Section 307 Payment of Interest and Certain Additional Amounts; Rights to Interest and Certain Additional
Amounts Preserved. 
 Unless otherwise provided in or pursuant to this Indenture, any interest on and any Additional Amounts with
respect to any Registered Security which shall be payable, and are punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Security (or one or more Predecessor Securities) is registered as of
the close of business on the Regular Record Date for such interest. 
 Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security which shall be payable, but shall not be 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 thereof on the relevant Regular Record Date by virtue of having been such Holder; and such Defaulted Interest may be paid by the Operating Partnership, at its election in each
case, as provided in clause (1) or (2) below: 
 (1) The Operating Partnership may elect to make payment of any
Defaulted Interest to the Person in whose name such Registered Security (or a Predecessor Security thereof) shall be 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 Operating Partnership shall notify the Trustee in writing, which the Trustee shall be entitled to rely upon, of the amount of Defaulted Interest proposed to be paid on such Registered Security and the date of the proposed
payment, and at the same time the Operating 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 on or prior to the date of the proposed payment, such money when so deposited to be held in trust for the benefit of the Person 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 Operating Partnership of such Special Record Date and, in the name and at the expense of the Operating 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 the Holder of such Registered Security (or a Predecessor Security thereof) at his address as it appears in the Security Register not less than 10 days prior to such Special
Record Date. Notice of the 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 Person in whose name such Registered Security (or a Predecessor
Security thereof) shall be registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2); or 

  
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 (2) The Operating 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 Security may be listed, and upon such notice as may be required by such exchange, if, after written notice given by the Operating Partnership to the
Trustee of the proposed payment pursuant to this clause, such payment shall be deemed practicable by the Trustee. 
 Unless otherwise
provided in or pursuant to this Indenture or the Securities of any particular series, at the option of the Operating Partnership, interest on Registered Securities on any Interest Payment Date may be paid by mailing a check to the address of the
Person entitled thereto as such address shall appear in the Security Register or by transfer to an account maintained by the payee with a bank located in the United States of America. 

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, 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 Operating Partnership, any Guarantor, the Trustee and any
agent of the Operating Partnership, any Guarantor or the Trustee may treat the Person in whose name such Registered Security is registered in the Security Register as the owner of such Registered Security for the purpose of receiving payment of
principal of, any premium and (subject to Sections 305 and 307) interest on and any Additional Amounts with respect to such Registered Security and for all other purposes whatsoever, whether or not any payment with respect to such Registered
Security shall be overdue, and none of the Operating Partnership, any Guarantor, the Trustee or any agent of the Operating Partnership, any Guarantor or the Trustee shall be affected by notice to the contrary. 

No owner of any beneficial interest in any global Security held on its behalf by a Depository shall have any rights under this Indenture with
respect to such global Security, and such Depository may be treated by the Operating Partnership, any Guarantor, the Trustee and any agent of the Operating Partnership, any Guarantor or the Trustee as the owner of such global Security for all
purposes whatsoever. None of the Operating Partnership, any Guarantor, the Trustee or any agent of the Operating Partnership, any Guarantor or the Trustee will have any responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 

Notwithstanding the foregoing, nothing herein shall prevent the Operating Partnership, any Guarantor, the Trustee or any agent of the
Operating Partnership, any Guarantor or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the applicable Depository, as a Holder, with respect to a global Security or impair, as between such
Depository and the owners of beneficial interests in such global Security, the operation of customary practices governing the exercise of the rights of such Depository (or its nominee) as the Holder of such global Security. 

Section 309 Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer, exchange or conversion or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be promptly delivered to the Trustee, and any such Securities, as well as Securities surrendered directly to the Trustee for any such purpose, shall be cancelled promptly by the
Trustee. The Operating Partnership may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Operating Partnership may have acquired in any manner whatsoever, and all Securities
so delivered shall be cancelled promptly 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 or pursuant to this Indenture. All
cancelled Securities held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures, unless by an Operating Partnership Order the Operating Partnership directs their return to it. 

  
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 Section 310 Computation of Interest. 

Except as otherwise provided in or pursuant to this Indenture or in the Securities of any series, interest on the Securities shall be computed
on the basis of a 360-day year of twelve 30-day months. 
 Section 311 CUSIP Numbers. 

The Operating 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 Operating
Partnership will promptly notify the Trustee in writing of any change in the “CUSIP” numbers. 
 ARTICLE FOUR 

SATISFACTION AND DISCHARGE OF INDENTURE 

Section 401 Satisfaction and Discharge. 

Unless, pursuant to Section 301, the provisions of this Section 401 shall not be applicable with respect to the Securities of any
series, upon the direction of the Operating Partnership by an Operating Partnership Order, this Indenture shall cease to be of further effect with respect to any series of Securities specified in such Operating Partnership Order and any Guarantee of
such Securities, and the Trustee, on receipt of an Operating Partnership Order, at the expense of the Operating Partnership, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when, 

(1) either 

(a) all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which
have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306, and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the
Operating Partnership or any Affiliate of the Operating Partnership and thereafter repaid to the Operating Partnership or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or 

(b) all such Securities of such series 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 Operating Partnership, are to be called for redemption within one year under
arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Operating Partnership, 

and the Operating Partnership, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the
Trustee as trust funds in trust for such purpose, money in the Currency in which such Securities are payable in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for
cancellation, including the principal of, any premium and interest on, and, to the extent that the Securities of such series provide for the payment of Additional Amounts thereon and the amount of any such Additional Amounts which are or will be
payable with respect to the Securities of such series is at the time of deposit determinable by the Operating Partnership (in the exercise by the Operating Partnership of its reasonable discretion), any Additional Amounts with respect to, such
Securities, to the date of such deposit (in the case of Securities which have become due and payable) or to the Maturity thereof, as the case may be; 
  

  
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 (2) the Operating Partnership has paid or caused to be paid all other sums
payable hereunder by the Operating Partnership with respect to the Outstanding Securities of such series (including amounts payable to the Trustee pursuant to Section 606); and 

(3) the Operating 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 as to the Securities of such series have been complied with. 

In the event there are Securities of two or more series Outstanding 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 such series as to which it is Trustee, if in form and content reasonably acceptable to the Trustee and if the other conditions
thereto are met. 
 Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the
obligations of the Operating Partnership to the Trustee under Section 606 and, if money shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Operating Partnership
and the Trustee with respect to the Securities of such series under Sections 305, 306, 403, 404, 1002, 1003 and, if applicable to the Securities of such series, 1004 (including, without limitation, with respect to the payment of Additional Amounts,
if any, with respect to such Securities as contemplated by Section 1004, but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to
Section 401(1)(b)), the obligations of any Guarantor under any Guarantee in respect of Additional Amounts, any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 301 with respect to the
Securities of such series) to require the Operating Partnership to repurchase or repay, and the obligations of the Operating Partnership to repurchase or repay, such Securities at the option of the Holders pursuant to Article Thirteen hereof,
and any rights of Holders of the Securities of such series (unless otherwise provided pursuant to Section 301 with respect to the Securities of such series) to convert or exchange, and the obligations of the Operating Partnership to convert or
exchange, such Securities into Common Equity or other securities or property, shall survive. 
 Section 402 Defeasance and Covenant
Defeasance. 
 (1) Unless, pursuant to Section 301, either or both of (i) defeasance of the Securities of or
within a series under clause (2) of this Section 402 or (ii) Covenant Defeasance of the Securities of or within a series under clause (3) of this Section 402 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this Section 402 (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities, and
the Operating Partnership may at its option by Board Resolution, at any time, with respect to the Securities of or within such series, elect to have Section 402(2) or Section 402(3) be applied to such Outstanding Securities and
any Guarantees of such Outstanding Securities upon compliance with the conditions set forth below in this Section 402. Unless otherwise specified pursuant to Section 301 with respect to the Securities of any series, defeasance under clause
(2) of this Section 402 and Covenant Defeasance under clause (3) of this Section 402 may be effected only with respect to all, and not less than all, of the Outstanding Securities of any series. To the extent that the terms of
any Security established in or pursuant to this Indenture permit the Operating Partnership or any Holder thereof to extend the date on which any payment of principal of, or premium, if any, or interest, if any, on, or Additional Amounts, if any,
with respect to such Security is due and payable, then unless otherwise provided pursuant to Section 301, the right to extend such date shall terminate upon defeasance or Covenant Defeasance, as the case may be. 

(2) Upon the Operating Partnership’s exercise of the above option applicable to this Section 402(2) with respect
to any Securities of or within a series, the Operating Partnership and any Guarantor, as applicable, shall be deemed to have been discharged from their respective obligations with respect to such Outstanding Securities on the date the conditions set
forth in clause (4) of this Section 402 are satisfied (hereinafter, 

  
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“defeasance”). For this purpose, such defeasance means that the Operating Partnership shall be deemed to have paid and discharged the entire indebtedness represented by such
Outstanding Securities, which shall thereafter be deemed to be “Outstanding” only for the purposes of clause (5) of this Section 402 and the other Sections of this Indenture referred to in subclauses (i) through
(iv) of this clause (2), and that each of the Operating Partnership and any Guarantor shall be deemed to have satisfied all of their respective other obligations under such Securities and this Indenture insofar as such Securities are concerned
(and the Trustee, at the expense of the Operating Partnership, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (i) the rights of Holders
of such Outstanding Securities to receive, solely (except as provided in subclause (ii) below) from the trust fund described in clause (4)(a) of this Section 402 and as more fully set forth in this Section 402 and 403, payments
in respect of the principal of (and premium, if any) and interest, if any, on, and Additional Amounts, if any, with respect to, such Securities when such payments are due, (ii) the obligations of the Operating Partnership and the Trustee with
respect to such Securities under Sections 305, 306, 1002, 1003 and, if applicable to the Securities of such series, 1004 (including, without limitation, with respect to the payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 1004, but only to the extent that the Additional Amounts payable with respect to such Securities exceed the amount deposited in respect of such Additional Amounts pursuant to clause (4)(a) of this
Section 402)), the obligations of any Guarantor under a Guarantee in respect of Additional Amounts, as applicable, any rights of Holders of such Securities (unless otherwise provided pursuant to Section 301 with respect to the Securities
of such series) to require the Operating Partnership to repurchase or repay, and the obligations of the Operating Partnership to repurchase or repay, such Securities at the option of the Holders pursuant to Article Thirteen hereof, and any
rights of Holders of such Securities (unless otherwise provided pursuant to Section 301 with respect to the Securities of such series) to convert or exchange, and the obligations of the Operating Partnership to convert or exchange, such
Securities into Common Equity or other securities or property, (iii) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (iv) this Section 402 and Sections 403 and 404. The Operating Partnership may exercise
its option under this Section 402(2) notwithstanding the prior exercise of its option under Section 402(3) with respect to such Securities. 

(3) Upon the Operating Partnership’s exercise of the above option applicable to this Section 402(3) with respect
to any Securities of or within a series, the Operating Partnership and any Guarantor, as applicable, shall be released from their respective obligations under clause (ii) of Section 1005, Section 704 and, to the extent specified
pursuant to Section 301, any other covenant applicable to such Securities with respect to such Securities shall cease to be applicable to such Securities on and after the date the conditions set forth in clause (4) of this Section 402
are satisfied (hereinafter, “Covenant Defeasance”), and such Securities shall thereafter be deemed to be not “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with any such covenant, but shall continue to be deemed “Outstanding” for all other purposes hereunder. For this purpose, such Covenant Defeasance means, with respect to such Outstanding
Securities, the Operating Partnership and any Guarantor, as applicable, may omit to comply with, and shall have no liability in respect of, any term, condition or limitation set forth in any such Section or any such other covenant, whether
directly or indirectly, by reason of any reference elsewhere herein to any such Section or such other covenant or by reason of reference in any such Section or such other covenant to any other provision herein or in any other document and
such omission to comply shall not constitute a default or an Event of Default under Section 501(3) or otherwise, as the case may be, but, except as specified above, the remainder of this Indenture and such Securities shall be unaffected
thereby. 
 (4) The following shall be the conditions to application of clause (2) or (3) of this Section 402
to any Outstanding Securities of or within a series: 
 (a) The Operating Partnership shall irrevocably have deposited or
caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 607 who shall agree to comply with the provisions of this Section 402 applicable to it) as trust funds in trust for the purpose of making
the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (1) an amount in Dollars or in such Foreign Currency in which such Securities are then specified as payable at
Stated Maturity or, if such defeasance or Covenant Defeasance is to be effected in compliance with subsection (f) below, on the relevant Redemption Date, as the case may be, or (2) Government Obligations applicable to such Securities
(determined on the basis of the Currency in 

  
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which such Securities are then specified as payable at Stated Maturity or, if such defeasance or Covenant Defeasance is to be effected in compliance with subsection (f) below, on the
relevant Redemption Date, as the case may be) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment of principal of
(and premium, if any) and interest, if any, on such Securities, money in an amount, or (3) a combination thereof, in any case, in an amount, sufficient, without consideration of any reinvestment of such principal and interest, in the written
opinion of a nationally recognized firm of independent public accountants delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, (y) the principal of (and
premium, if any) and interest, if any, on, and, to the extent that such Securities provide for the payment of Additional Amounts thereon and the amount of any such Additional Amounts which are or will be payable with respect to the Securities of
such series is at the time of deposit reasonably determinable by the Operating Partnership (in the exercise by the Operating Partnership of its reasonable discretion), any Additional Amounts with respect to, such Outstanding Securities on the
Maturity or Stated Maturity of such principal or interest, and (z) any mandatory sinking fund payments or analogous payments applicable to such Outstanding Securities on the day on which such payments are due and payable in accordance with the
terms of this Indenture and of such Securities. 
 (b) Such defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Operating Partnership or any Guarantor is a party or by which the Operating Partnership or any Guarantor is bound. 

(c) No Event of Default or event which, with notice or lapse of time or both, would become an Event of Default with respect to
such Securities shall have occurred and be continuing on the date of such deposit, and, solely in the case of defeasance under Section 402(2), no Event of Default with respect to such Securities under clause (5), (6) or (7) of
Section 501 or event which with notice or lapse of time or both would become an Event of Default with respect to such Securities under clause (5), (6) or (7) of Section 501 shall have occurred and be continuing at any time during
the period ending on and including the 91st day after the date of such deposit (it being understood that this condition to defeasance under Section 402(2) shall not be deemed satisfied until the expiration of such period). 

(d) In the case of defeasance pursuant to Section 402(2), the Operating Partnership shall have delivered to the Trustee an
opinion of independent counsel acceptable to the Trustee stating that (x) the Operating Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has
been a change in applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel shall confirm that, the Holders and beneficial owners of such Outstanding Securities will not recognize
income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance had
not occurred; or, in the case of Covenant Defeasance pursuant to Section 402(3), the Operating Partnership shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee to the effect that the Holders
and beneficial owners of such Outstanding Securities and will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred. 
 (e) The
Operating Partnership shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance or Covenant Defeasance, as the case may be, under this Indenture have
been complied with. 
 (f) If the monies or Government Obligations or combination thereof, as the case may be, deposited
under subclause (a) above are sufficient to pay the principal of, and premium, if any, and interest, if any, on and, to the extent provided in such subclause (a), Additional Amounts with respect to, such Securities on a particular Redemption
Date, the Operating Partnership shall have given the Trustee irrevocable instructions to redeem such Securities on such date and to provide notice of such redemption to Holders as provided in or pursuant to this Indenture. 

  
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 (g) Notwithstanding any other provisions of this Section 402(4), such
defeasance or Covenant Defeasance shall be effected in compliance with any additional or substitute terms, conditions or limitations which may be imposed on the Operating Partnership in connection therewith pursuant to Section 301. 

(5) Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (or other
property as may be provided pursuant to Section 301) (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee (collectively for purposes of this Section 402(5) and Section 403, the “Trustee))
pursuant to clause (4)(a) of Section 402 in respect of any Outstanding Securities of any series shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment,
either directly or through any Paying Agent (other than the Operating Partnership or any Subsidiary or Affiliate of the Operating Partnership acting as Paying Agent) as the Trustee may determine, to the Holders of such Securities of all sums due and
to become due thereon in respect of principal (and premium, if any) and interest and Additional Amounts, if any, but such money need not be segregated from other funds except to the extent required by law. 

Unless otherwise specified in or pursuant to this Indenture or any Securities, if, after a deposit referred to in
Section 402(4)(a) has been made, (a) the Holder of a Security in respect of which such deposit was made is entitled to, and does, elect pursuant to Section 301 or the terms of such Security to receive payment in a Currency other
than that in which the deposit pursuant to Section 402(4)(a) has been made in respect of such Security, or (b) a Conversion Event occurs in respect of the Foreign Currency in which the deposit pursuant to
Section 402(4)(a) has been made, the indebtedness represented by such Security shall be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of (and premium, if any), and interest, if any,
on, and Additional Amounts, if any, with respect to, such Security as the same becomes due out of the proceeds yielded by converting (from time to time as specified below in the case of any such election) the amount or other property deposited in
respect of such Security into the Currency in which such Security becomes payable as a result of such election or Conversion Event based on (x) in the case of payments made pursuant to subclause (a) above, the applicable market exchange
rate for such Currency in effect on the second Business Day prior to each payment date, or (y) with respect to a Conversion Event, the applicable market exchange rate for such Foreign Currency in effect (as nearly as feasible) at the time of
the Conversion Event. 
 The Operating Partnership shall pay and indemnify the Trustee against any tax, fee or other charge, imposed on or
assessed against the Government Obligations deposited pursuant to this Section 402 or the principal or interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of such
Outstanding Securities. 
 Anything in this Section 402 to the contrary notwithstanding, the Trustee shall deliver or pay to the
Operating Partnership from time to time upon Operating Partnership Request any money or Government Obligations (or other property and any proceeds therefrom) held by it as provided in clause (4)(a) of this Section 402 which, in the written
opinion of a nationally recognized firm of independent public accountants delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect a defeasance or Covenant Defeasance, as applicable, in
accordance with this Section 402. 
 Section 403 Application of Trust Money. 

Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations deposited with the Trustee pursuant
to Section 401 or 402 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Operating Partnership acting as
its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, interest and Additional Amounts for whose payment such money has or Government Obligations have been deposited with or received by the
Trustee; but such money and Government Obligations need not be segregated from other funds except to the extent required by law. 

  
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 Section 404 Reinstatement. 

If the Trustee (or other qualifying trustee appointed pursuant to Section 402(4)(a)) or any Paying Agent is unable to apply any moneys or
Government Obligations deposited pursuant to Section 401(1) or 402(4)(a) to pay any principal of or premium, if any, or interest, if any, on or Additional Amounts, if any, with respect to the Securities of any series by reason of any
legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Operating Partnership’s obligations under this Indenture and the Securities of such
series and the Guarantee shall be revived and reinstated as though no such deposit had occurred, until such time as the Trustee (or other qualifying trustee) or Paying Agent is permitted to apply all such moneys and Government Obligations to pay the
principal of and premium, if any, and interest, if any, on and Additional Amounts, if any, in respect of the Securities of such series as contemplated by Section 401 or 402 as the case may be, and Section 403; provided, however,
that if the Operating Partnership makes any payment of the principal of or premium, if any, or interest, if any, on or Additional Amounts, if any, in respect of the Securities of such series following the reinstatement of its obligations as
aforesaid, the Operating Partnership shall be subrogated to the rights of the Holders of such Securities to receive such payment from the funds held by the Trustee (or other qualifying trustee) or Paying Agent. 

Section 405 Qualifying Trustee. 

Any trustee appointed pursuant to Section 402(4)(a) for the purpose of holding trust funds deposited pursuant to that Section shall be
appointed under an agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent provided for
herein to the related defeasance or Covenant Defeasance have been complied with. In no event shall the Trustee be liable for any acts or omissions of said trustee. 

ARTICLE FIVE 

REMEDIES 
 Section 501
Events of Default. 
 An “Event of Default” wherever used herein with respect to Securities of any series
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body) means any of the following events, or any other event as specified in accordance with Section 301 for a particular series of Securities: 

(1) default for thirty (30) days in the payment of any installment of interest or Additional Amounts payable with respect
to such interest under the Securities of that series; 
 (2) default in the payment of the principal of or premium, if any,
on, or any Additional Amounts payable in respect of any principal of or premium, if any, on, the Securities of that series, when the same becomes due and payable or default is made in the deposit of any sinking fund payment with respect to the
Securities of that series when due; 
 (3) the Operating Partnership fails to comply with any of the Operating
Partnership’s other agreements contained in the Securities of that series or this Indenture (other than an agreement a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been
included in this Indenture solely for the benefit of series of Securities other than that series) upon receipt by the Operating Partnership of notice of such default by the Trustee or receipt by the Operating Partnership and the Trustee of notice of
such default by Holders of not less than twenty five percent (25%) in aggregate principal amount of the Securities of that series then outstanding and the Operating Partnership fails to cure (or obtain a waiver of) such default within sixty
(60) days after the Operating Partnership receives such notice; 

  
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 (4) failure to pay any recourse indebtedness for monies borrowed by the Operating
Partnership, any Guarantor or any Significant Subsidiary in an outstanding principal amount in excess of $50 million at final maturity or upon acceleration after the expiration of any applicable notice and grace period, which recourse indebtedness
is not discharged, or such default in payment or acceleration is not cured or rescinded, within thirty (30) days after written notice to the Operating Partnership from the Trustee (or to the Operating Partnership and the Trustee from Holders of
at least twenty five percent (25%) in principal amount of the outstanding Securities of that series); 
 (5) the
Operating Partnership, any Guarantor or any Significant Subsidiary pursuant to, under or within the meaning of any Bankruptcy Law: (a) commences a voluntary case or proceeding seeking liquidation, reorganization or other relief with respect to
the Operating Partnership, any Guarantor or any Significant Subsidiary or its debts or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Operating Partnership, any Guarantor or any Significant
Subsidiary or any substantial part of the property of the Operating Partnership, any Guarantor or any Significant Subsidiary; (b) consents to any such relief or to the appointment of or taking possession by any such official in an involuntary
case or other proceeding commenced against the Operating Partnership, any Guarantor or any Significant Subsidiary; (c) consents to the appointment of a custodian of it or for all or substantially all of its property; or (d) makes a general
assignment for the benefit of creditors; 
 (6) an involuntary case or other proceeding shall be commenced against the
Operating Partnership, any Guarantor or any Significant Subsidiary seeking liquidation, reorganization or other relief with respect to the Operating Partnership, any Guarantor or any Significant Subsidiary or its debts under any Bankruptcy Law or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of the Operating Partnership, any Guarantor or any Significant Subsidiary or any substantial part of the property of the Operating Partnership, any
Guarantor or any Significant Subsidiary, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of thirty (30) calendar days; or 

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (a) is for relief against
the Operating Partnership, any Guarantor or any Significant Subsidiary in an involuntary case or proceeding; (b) appoints a trustee, receiver, liquidator, custodian or other similar official of the Operating Partnership, any Guarantor or any
Significant Subsidiary or any substantial part of the property of the Operating Partnership, any Guarantor or any Significant Subsidiary; or (c) orders the liquidation of the Operating Partnership, any Guarantor or any Significant Subsidiary;
and, in each case in this clause (7), the order or decree remains unstayed and in effect for thirty (30) calendar days. 

Section 502 Acceleration of Maturity; Rescission and Annulment. 

If an Event of Default (other than an Event of Default specified in clause (5), (6) or (7) of Section 501) with respect to
Securities of any series occurs and is continuing, then either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such series may declare the principal of, and premium, if any, on all of
the Securities of such series, or such lesser amount as may be provided for in the Securities of such series, and accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Operating Partnership
(and to the Trustee if given by the Holders), and upon any such declaration such principal or such lesser amount, as the case may be, and such accrued and unpaid interest shall become immediately due and payable. If an Event of Default specified in
clause (5), (6) or (7) of Section 501 with respect to the Securities of any series occurs, then the principal of, and premium, if any, on all of the Securities of such series, or such lesser amount as may be provided for in the
Securities of such series, and accrued and unpaid interest, if any, thereon shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder of the Securities of such
series. 
 At any time after Securities of any series have been accelerated by declaration of the Trustee or the Holders 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 Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by written notice to
the Operating Partnership, any Guarantor and the Trustee, may rescind and annul such declaration and its consequences if 

(1) the Operating Partnership or the Company has paid or deposited, or cause to be paid or deposited, with the Trustee a sum
of money sufficient to pay (or, to the extent that the terms of the Securities of such series established pursuant to Section 301 expressly provide for payment to be made in shares of Common Equity or other securities or property, shares of
Common Equity or other securities or property, together with cash in lieu of fractional shares or securities, sufficient to pay) 

  
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 (a) all overdue installments of any interest on any Securities of such series
which have become due otherwise than by such declaration of acceleration and any Additional Amounts with respect thereto, 

(b) the principal of and any premium on any Securities of such series which have become due otherwise than by such declaration
of acceleration and any Additional Amounts with respect thereto and, to the extent permitted by applicable law, interest thereon at the rate or respective rates, as the case may be, provided for in or with respect to such Securities, or, if no such
rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities, 

(c) to the extent permitted by applicable law, interest upon installments of any interest, if any, which have become due
otherwise than by such declaration of acceleration and any Additional Amounts with respect thereto at the rate or respective rates, as the case may be, provided for in or with respect to such Securities, or, if no such rate or rates are so provided,
at the rate or respective rates, as the case may be, of interest borne by 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 all other amounts due the Trustee under Section 606; and 

(2) all Events of Default with respect to Securities of such series other than the non-payment of the principal of, any premium
and interest on, and any Additional Amounts with respect to Securities of such series which shall have become due solely by such declaration of acceleration, shall have been waived as provided in Section 513 or cured. 

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. 

The Operating Partnership covenants that if: 

(1) default is made in the payment of any interest on, or any Additional Amounts payable in respect of any interest on, any
Security when such interest or Additional Amounts, as the case may be, shall have become due and payable and such default continues for a period of 30 days, or 

(2) default is made in the payment of any principal of or premium, if any, on, or any Additional Amounts payable in respect of
any principal of or premium, if any, on, any Security at its Maturity, when the same becomes due and payable, or 
 (3)
default is made in the deposit of any sinking fund payment, if applicable, when due, and such default continues for three Business Days, 
 the Operating
Partnership or any Guarantor shall, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount of money then due and payable with respect to such Securities, with interest upon the overdue
principal, any premium and, to the extent permitted by applicable law, upon any overdue installments of interest and Additional Amounts at the rate or respective rates, as the case may be, provided for or with respect to such Securities or, if no
such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities, and, in addition thereto, such further amount of money as shall be sufficient to cover the costs and expenses of
collection, including the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and all other amounts due to the Trustee under Section 606. 

  
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 If the Operating Partnership (and any applicable Guarantor) fails to pay the money it is required
to pay the Trustee pursuant to the preceding paragraph forthwith upon the demand of the Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid,
and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Operating Partnership, any Guarantor or any other obligor upon such Securities and collect the monies adjudged or decreed to be payable in the manner
provided by law out of the property of the Operating Partnership, any Guarantor 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 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 such Securities or in aid of the exercise of any power granted herein or therein, 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 Operating Partnership, any Guarantor or any other obligor upon the Securities or the property of the Operating Partnership, such Guarantor or 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 Operating Partnership for the payment of any
overdue principal, premium, interest or Additional Amounts) shall be entitled and empowered, by intervention in such proceeding or otherwise, 

(1) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such
series, of the principal and any premium, interest and Additional Amounts 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 of Securities allowed in such judicial proceeding, and 

(2) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder of Securities to make such payments to the Trustee and, in the event that the
Trustee shall consent in writing in its sole discretion to the making of such payments directly to the Holders of Securities, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the
Trustee (acting in any capacity hereunder), its agents and counsel and any other amounts due the Trustee hereunder. 
 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 any plan of reorganization, arrangement, adjustment or composition affecting the Securities 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 in any such proceeding. 

Section 505 Trustee May Enforce Claims without Possession of Securities. 

All rights of action and claims under this Indenture or any of the Securities may be prosecuted and enforced by the Trustee without the
possession of any of the Securities 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, after
provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, shall be for the ratable benefit of each and every Holder of a Security in respect of which such judgment has been
recovered. 

  
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 Section 506 Application of Money Collected. 

Any money collected by the Trustee pursuant to this Article Five with respect to the Securities of any series 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, or any premium, interest or Additional Amounts, upon presentation of such Securities, 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 (acting in any capacity hereunder) and any predecessor Trustee under the Indenture; 
 SECOND:
To the payment of the amounts then due and unpaid upon the Securities for principal and any premium, interest and Additional Amounts 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 for principal and any premium, interest and Additional Amounts; 

THIRD: The balance, if any, to the Operating Partnership. 

Section 507 Limitations on Suits. 

No Holder of any Security of any series 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 such series; 

(2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of such 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 or security reasonably satisfactory to it against the losses,
damages, costs, expenses and liabilities, including reasonable attorneys’ fees, costs and expenses and court costs, 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 aggregate principal amount of the Outstanding Securities of such 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 or any Security to affect, disturb or prejudice the rights of any other such Holders or Holders of Securities 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 and any Premium, Interest and Additional Amounts. 

Notwithstanding any other provision in this Indenture, the Holder of any Security 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, if any, on and any Additional Amounts with respect to such Security, on the respective Stated Maturity or Maturities therefor specified in
such Security (or, in the case of redemption, on the Redemption Date or, in the case of repayment pursuant to Article Thirteen hereof at the option of such Holder if provided in or pursuant to this Indenture, on the date such repayment is due)
and, in the case of any Security which is convertible into or exchangeable for other securities or property, to convert or exchange, as the case may be, such Security in accordance with its terms, and to institute suit for the enforcement of any
such payment and any such right to convert or exchange, and such right shall not be impaired without the consent of such Holder. 

  
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 Section 509 Restoration of Rights and Remedies. 

If the Trustee or any Holder of a Security has instituted any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case the Operating Partnership, any Guarantor (if applicable), the Trustee and each such Holder
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 each such Holder shall continue as though no such
proceeding had been instituted. 
 Section 510 Rights and Remedies Cumulative. 

To the extent permitted by applicable law and except as otherwise provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to each and every Holder of a Security is intended to be exclusive of any other right or remedy, and every
right and remedy, to the extent permitted by law, shall 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 or employment of any right or remedy
hereunder, or otherwise, shall not, to the extent permitted by law, 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 to exercise any right or remedy accruing upon any Event of Default shall,
to the extent permitted by applicable law, 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 any Holder of
a Security may, to the extent permitted by applicable law, be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by such Holder, as the case may be. 

Section 512 Control by Holders of Securities. 

The Holders of a majority in aggregate 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 or with the Securities of any
series and could not involve the Trustee in personal liability, 
 (2) the Trustee may take any other action deemed proper by
the Trustee which is not inconsistent with such direction, 
 (3) such direction is not unduly prejudicial to the rights of
the other Holders of Securities of such series (or any other series) not joining in such action, and 
 (4) the Holders shall
have provided the Trustee with security, indemnity or both, reasonably satisfactory to the Trustee. 
 Section 513 Waiver of Past
Defaults. 
 The Holders of a majority in aggregate principal amount of the Outstanding Securities of any series on behalf of the
Holders of all the Securities of such series may waive any past default hereunder with respect to such series and its consequences, except 

(1) a continuing default in the payment of the principal of, any premium or interest on, or any Additional Amounts with respect
to, any Security of such series, or 

  
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 (2) in the case of any Securities which are convertible into or exchangeable for
Common Equity or other securities or property, a continuing default in any such conversion or exchange, or 
 (3) a
continuing default 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 Waiver of Usury, Stay or Extension Laws. 

The Operating Partnership covenants that (to the extent that it may lawfully do so) 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 or extension law or any usury law or any other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Operating Partnership or any
applicable Guarantor from paying all or any portion of the principal of or premium, if any, or interest, if any on or Additional Amounts, if any, as contemplated in this Indenture, any Guarantee and the Securities or which may affect the covenants
or the performance of this Indenture or the Securities; and each of the Operating Partnership and any Guarantor 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 or the Holders, but will suffer and permit the execution of every such power as though no such law had been enacted. 

Section 515 Undertaking for Costs. 

All parties to this Indenture agree, and each Holder of any Security 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 or omitted by it as Trustee, the filing by any party litigant in such suit of any
undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees and disbursements, against any party litigant in such suit having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the provisions of this Section 515 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate
more than 10% in aggregate principal amount of Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on or Additional Amounts,
if any, with respect to any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date, and, in the case of repayment at the option of the Holder pursuant to
Article Thirteen hereof, on or after the date for repayment) or for the enforcement of the right, if any, to convert or exchange any Security into Common Equity or other securities or property in accordance with its terms. 

ARTICLE SIX 
 THE
TRUSTEE 
 Section 601 Certain Rights of Trustee. 

The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act; provided, that (i) notwithstanding
Section 315(a)(2) of the Trust Indenture Act, the Trustee need not confirm or investigate the accuracy of any mathematical calculations or other facts, statements, opinions or conclusions stated in the certificates or opinions referred to
therein, and (ii) except during the continuance of an Event of Default, no implied covenants or obligations shall be read into this Indenture against the Trustee. Notwithstanding the foregoing, 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. 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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 In connection with this Indenture and any Securities issued hereunder, subject to Sections
315(a) through 315(d) of the Trust Indenture Act: 
 (1) 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, coupon or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties; 
 (2) any request or direction of the Operating
Partnership or any Guarantor shall be sufficiently evidenced by an Operating Partnership Request or an Operating Partnership Order (in each case, 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 may be sufficiently evidenced by a Board Resolution; 

(3) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or
both, subject to the other provisions of this Indenture, the Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel; 

(4) 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; 

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by or pursuant to this
Indenture at the request or direction of any of the Holders of Securities of any series pursuant to this Indenture, unless such Holders shall have offered to the Trustee indemnity or security satisfactory to the Trustee against the losses, damages,
costs, expenses and liabilities, including reasonable attorneys’ fees, costs and expenses and court costs, which might be incurred by it in compliance with such request or direction; 

(6) 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, coupon or other paper or document, but the Trustee, in its sole 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, upon reasonable prior written notice and during normal business hours, it shall be entitled to examine the books, records and premises of
the Operating Partnership, personally or by agent or attorney and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 

(7) 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; 

(8) the Trustee need perform only those duties that are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee. The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers. The permissive right of the
Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so; 
 (9) the
Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail (PDF only), facsimile transmission or other similar unsecured electronic methods, provided, however, that the Operating
Partnership and any Guarantor, as applicable, shall provide to the Trustee an incumbency certificate listing designated persons with the authority to provide such instructions, which incumbency certificate shall be amended whenever a person is to be
added or deleted from the listing. If the Operating Partnership or any Guarantor elects to give the Trustee e-mail or facsimile transmission instructions (or instructions by a similar electronic method) and the Trustee in its sole and absolute
discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, damages, costs, fees or expenses arising directly or indirectly from
the Trustee’s reliance upon 

  
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and compliance with such instructions notwithstanding such instructions conflict or inconsistency with a subsequent written instruction. The Operating Partnership and any Guarantor, as
applicable, agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including, without limitation, the risk of the Trustee acting on unauthorized instructions, and the risk of
interception by third parties; 
 (10) 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; 

(11) in no event shall the Trustee be responsible or liable for special, indirect, punitive 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; 

(12) in no event shall the Trustee be required to give any bond or surety in respect of the performance of its powers and
duties hereunder; 
 (13) the Trustee may request that the Operating Partnership and any Guarantor deliver an Officers’
Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an
Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded; and 

(14) The Trustee shall have no duty to inquire as to the performance of, or otherwise monitor compliance with, the
Company’s covenants herein. 
 Section 602 Notice of Defaults. 

Within 90 days after the Trustee has actual knowledge of the occurrence of any default hereunder with respect to the Securities of any series,
the Trustee shall transmit by mail to all Holders of Securities of such series, notice of such default hereunder actually known to the Trustee, 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 (or premium, if any) or interest on or any Additional Amounts with respect to any Security of such series, or in the payment of any sinking fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if an so long as Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interests of the Holders of the Securities of such series;
and provided further in the case of any default of the character specified in Section 501(3) with respect to Securities of such series, no such notice to Holders shall be given until at least 60 days after the Operating Partnership
has notice 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; provided
that any default that results solely from the taking of an action that would have been permitted but for the continuation of a previous default will be deemed to be cured if such previous default is cured prior to becoming an Event of Default. The
Trustee shall not be charged with knowledge of any default or Event of Default under this Indenture or related documents unless (i) a Responsible Officer of the Trustee shall have actual knowledge of such Default or Event of Default or
(ii) the Trustee shall have received notice in writing of such default or Event of Default by the Operating Partnership or by the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding of the affected series,
and such notice is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture. 

Section 603 Not Responsible for Recitals or Issuance of Securities. 

The recitals contained herein and in the Securities, except the Trustee’s certificate of authentication, shall be taken as the statements
of the Operating Partnership, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities,
except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Securities and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1
supplied to the Operating Partnership are true and accurate, subject to the qualifications set forth therein. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Operating Partnership of the
Securities or the proceeds thereof. 

  
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 Section 604 May Hold Securities; Transactions with the Operating Partnership or any
Guarantor. 
 The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other Person that may be an
agent of the Trustee or the Operating Partnership, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 310(b) and 311 of the Trust Indenture Act, may otherwise deal with the Operating
Partnership or any Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other Person; provided, however, that if the Trustee acquires any conflicting interest
under the Trust Indenture Act relating to any of its duties with respect to the Securities, it must either eliminate such conflict or resign as Trustee, subject to its right under the Trust Indenture Act to seek a stay of its duty to resign. If and
when the Trustee shall be or become a creditor of the Operating Partnership or any other obligor upon the Securities, the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Operating
Partnership or any such other obligor. 
 Section 605 Money Held in Trust. 

Except as provided in Section 403 and Section 1003, money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law and shall be held uninvested. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Operating Partnership. 

Section 606 Compensation and Reimbursement. 

The Operating Partnership and, in the event that the Operating Partnership fails to perform the following obligations and indemnities, any
Guarantor, agrees: 
 (1) to pay to the Trustee from time to time such compensation as agreed in writing for all services
rendered by the Trustee (in any capacity) 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 (acting in any capacity hereunder) upon its request
for all reasonable 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, such as
attorneys’ fees, costs and expenses), except any such expense, disbursement or advance as may be attributable to the Trustee’s negligence or willful misconduct; and 

(3) to indemnify the Trustee (acting in any capacity hereunder), its directors, officers, employees and its agents for, and to
hold them harmless against, any loss, claim, cause of action, damage, liability or reasonable cost or expense (including, without limitation, the reasonable fees and disbursements of the Trustee’s agents, legal counsel, accountants and
experts), arising out of or in connection with this Indenture or the acceptance or administration of the trust or trusts hereunder, including the reasonable costs and expenses of defending themselves against any claim (whether asserted by the
Operating Partnership, any Guarantor, a Holder or any other Person) or liability in connection with the exercise or performance of any of their powers or duties hereunder, except to the extent that any such loss, claim, cause of action, damage,
liability or expense was due to the Trustee’s negligence or willful misconduct. 
 The foregoing payment obligations and indemnities
shall survive the termination of this Indenture and the resignation or removal of the Trustee. 
 As security for the performance of the
obligations of the Operating Partnership and any Guarantor 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 or interest on or any Additional Amounts with respect to particular Securities. 
 Without prejudice
to any other rights available to the Trustee under applicable law, any compensation or expense incurred by the Trustee after a default specified by Section 501(5), (6) or (7) is intended to constitute an expense of administration
under any then applicable bankruptcy or insolvency law. “Trustee” for purposes of this Section 606 shall include any predecessor Trustee but the negligence or willful misconduct of any Trustee shall not affect the rights of any
other Trustee under this Section 606. The provisions of this Section 606 shall, to the extent permitted by law, survive any termination or expiration of this Indenture (including, without limitation, termination pursuant to any bankruptcy
or insolvency laws) and the resignation or removal of the Trustee. 

  
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 Section 607 Corporate Trustee Required; Eligibility. 

There shall at all times be a Trustee hereunder that is a Corporation, organized and doing business under the laws of the United States of
America, any state thereof or the District of Columbia, eligible under Section 310(a)(1) of the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act and that has a combined capital and surplus
(computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000 subject to supervision or examination by federal or state authority. No obligor upon this Indenture of any Securities or person directly or
indirectly controlling, controlled by, or under common control with such obligor shall serve as Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the
manner and with the effect hereinafter specified in this Article. 
 Section 608 Resignation and Removal; Appointment of
Successor. 
 (1) 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 pursuant to Section 609. 

(2) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to
the Operating Partnership. If the instrument of acceptance by a successor Trustee required by Section 609 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may
petition, at the expense of the Operating Partnership, any court of competent jurisdiction for the appointment of a successor Trustee with respect to such series. 

(3) 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
aggregate principal amount of the Outstanding Securities of such series, delivered to the Trustee and the Operating Partnership. If the instrument of acceptance by a successor Trustee required by Section 609 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of removal, the Trustee being removed may petition, at the expense of the Operating Partnership, any court of competent jurisdiction for the appointment of a successor Trustee with respect to
such series. 
 (4) If at any time: 

(a) 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 Operating Partnership or any Holder of a Security of such series who has been a bona fide Holder of a Security of such series for at least six months, or 

(b) the Trustee shall cease to be eligible under Section 607 and shall fail to resign after written request therefor by
the Operating Partnership or any such Holder, or 
 (c) 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 Operating Partnership, by or pursuant to 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 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 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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 (5) 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 Operating Partnership, by or pursuant to 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 609. 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 aggregate principal amount of the Outstanding Securities of such series delivered to the Operating 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 609, become the successor Trustee with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Operating Partnership. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Operating Partnership or the Holders of Securities and accepted appointment in the
manner required by Section 609, 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. 
 (6) The Operating
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. 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 609 Acceptance of Appointment by
Successor. 
 (1) Upon the appointment hereunder of any successor Trustee with respect to all Securities, such
successor Trustee so appointed shall execute, acknowledge and deliver to the Operating Partnership and 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 hereunder of the retiring Trustee; but, on the request of the Operating Partnership or such
successor Trustee, such retiring Trustee, upon payment of its charges, shall execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and, subject to Section 1003, shall
duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 606. 

(2) Upon the appointment hereunder of any successor Trustee with respect to the Securities of one or more (but not all) series,
the Operating Partnership, any Guarantor, the retiring Trustee and such successor Trustee 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, such 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 separate and apart from 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 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 with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates other than as hereinafter expressly set forth, and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers,


  
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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 written request of the
Operating Partnership or such successor Trustee, such retiring Trustee, upon payment of its charges with respect to the Securities of that or those series to which the appointment of such successor relates and subject to Section 1003 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, subject to its lien, if any, provided for in Section 606. 
 (3) Upon
request of any Person appointed hereunder as a successor Trustee, the Operating Partnership and any Guarantor 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 (1) or (2) of this Section, as the case may be. 
 (4) No Person shall
accept its appointment hereunder as a successor Trustee unless at the time of such acceptance such successor Person shall be qualified under the Trust Indenture Act and eligible under this Article. 

Section 610 Merger, Conversion, Consolidation or Succession to Business. 

Any Corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder (provided that such
Corporation shall otherwise be qualified under the Trust Indenture Act 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 been
authenticated but not delivered by the Trustee then in office, any such successor 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. In case any Securities shall not have been authenticated by such predecessor Trustee, any such successor Trustee may authenticate and deliver such Securities in either its own name or that of its predecessor Trustee.

 Section 611 Appointment of Authenticating Agent. 

The Trustee may appoint one or more Authenticating Agents acceptable to the Operating Partnership with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of that or those series issued upon original issue, exchange, registration of transfer, partial redemption, partial repayment, partial conversion or
exchange for Common Equity or other securities or property, 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 Operating Partnership and, except as provided in or pursuant to this Indenture, shall at
all times be a Corporation that would be permitted by the Trust Indenture Act to act as trustee under an indenture qualified under the Trust Indenture Act, is authorized under applicable law and by its charter to act as an Authenticating Agent and
has a combined capital and surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section, it shall resign immediately in the manner and with the effect specified in this Section. 
 Any Corporation into which an
Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to all
or substantially all of the corporate agency or corporate trust business of an Authenticating Agent, shall be the successor of such Authenticating Agent hereunder, provided such Corporation 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. 

  
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 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee
and the Operating Partnership. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and the Operating 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
Operating Partnership and shall 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 shall serve, as their names
and addresses appear in the Security Register. 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 Operating Partnership agrees to pay each Authenticating Agent from time to time reasonable compensation for its services under this
Section. If the Trustee makes such payments, it shall be entitled to be reimbursed for such payments, subject to the provisions of Section 606. 

The provisions of Sections 308, 603 and 604 shall be applicable to each Authenticating Agent. 

If an Authenticating Agent is appointed with respect to one or more series of Securities pursuant to this Section, the Securities of such
series may have endorsed thereon, in addition to or in lieu of the Trustee’s certificate of authentication, an alternate certificate of authentication in substantially the following form: 

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

 

			
	 [NAME OF AUTHENTICATING AGENT],

as Authenticating Agent

		
	 By:  
		 
			Authorized Signatory
	
	 Dated:



 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 Operating Partnership wishes to have Securities of such series authenticated upon original issuance, the Trustee, if so requested
in writing (which writing need not be accompanied by or contained in an Officers’ Certificate of the Operating Partnership), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment
designated by the Operating Partnership with respect to such series of Securities. 
 ARTICLE SEVEN 

HOLDERS LISTS AND REPORTS BY TRUSTEE, OPERATING PARTNERSHIP AND GUARANTORS 

Section 701 Operating Partnership to Furnish Trustee Names and Addresses of Holders. 

In accordance with Section 312(a) of the Trust Indenture Act, the Operating Partnership shall furnish or cause to be furnished to
the Trustee, 
 (1) semi-annually with respect to Securities of each series, a list, in each case in such form as the Trustee
may reasonably require, of the names and addresses of Holders as of the applicable date, and 
 (2) at such other times as
the Trustee may reasonably request in writing, within 30 days after the receipt by the Operating Partnership of any such request, a list of the names and addresses of Holders 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 pursuant to
either clause (1) or clause (2) of this Section 701. 

  
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 Section 702 Preservation of Information; Communications to Holders. 

(1) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders
contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee shall comply with the obligations imposed
upon it pursuant to Section 312 of the Trust Indenture Act. 
 (2) Every Holder of Securities, by receiving and holding
the same, agrees with the Operating Partnership, any Guarantor and the Trustee that none of the Operating Partnership, any Guarantor or the Trustee or any agent of any of them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Securities in accordance with the Trust Indenture Act, regardless of the source from which such information was derived. 

Section 703 Reports by Trustee. 

(1) 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. 

(2) The Trustee shall transmit the reports required by the Trust Indenture Act, including Sections 313(a), 313(b),
313(c) and 313(d), at the times, in the manner and to the Persons specified therein. 
 (3) A copy of each such report
shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and the Operating Partnership. The Operating Partnership will promptly notify the Trustee
when any Securities are listed on any stock exchange. 
 Section 704 Reports by the Operating Partnership. 

For so long as any Securities are outstanding, if the Operating Partnership is subject to Section 13(a) or 15(d) of the Exchange Act or
any successor provision, the Operating Partnership will deliver to the Trustee the annual reports, quarterly reports and other documents which it is required to file with the Commission pursuant to Section 13(a) or 15(d) or any successor
provision, within 15 days after the date that the Operating Partnership files the same with the Commission. If the Operating Partnership is not subject to Section 13(a) or 15(d) of the Exchange Act or any successor provision, and for so long as
any Securities are outstanding, the Operating Partnership will deliver to the Trustee the quarterly and annual financial statements and accompanying Item 303 of Regulation S-K (“management’s discussion and analysis of financial
condition and results of operations”) disclosure that would be required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q required to be filed with the Commission if the Operating Partnership was subject to
Section 13(a) or 15(d) of the Exchange Act or any successor provision, within 15 days of the filing date that would be applicable to the Operating Partnership at that time pursuant to applicable Commission rules and regulations. 

Reports and other documents filed with the Commission via the EDGAR system will be deemed to be delivered to the Trustee as of the time of
such filing via EDGAR for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EDGAR. Delivery of such
reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained
therein, including its compliance with any of the covenants relating to the Securities (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate). 

  
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 ARTICLE EIGHT 

CONSOLIDATION, MERGER, SALES AND SUBSTITUTION 

Section 801 Operating Partnership May Consolidate, Etc., Only on Certain Terms. 

Nothing contained in this Indenture or in the Securities shall prevent any consolidation or merger of the Operating Partnership with or into
any other Person or Persons (whether or not affiliated with the Operating Partnership), or successive consolidations or mergers in which either the Operating Partnership will be the continuing entity or the Operating Partnership or its successor or
successors shall be a party or parties, or shall prevent any sale, assignment, conveyance, transfer or lease of all or substantially all of the property and assets of the Operating Partnership, to any other Person (whether or not affiliated with the
Operating Partnership); provided, however, that the following conditions are met: 
 (1) the Operating Partnership
shall be the continuing entity, or the successor entity (if other than the Operating Partnership) formed by or resulting from any consolidation or merger or which shall have received the sale, assignment, conveyance, transfer or lease of property
and assets shall be domiciled in the United States, any state thereof or the District of Columbia and shall expressly assume payment of the principal of and interest on all of the Securities and the due and punctual performance and observance of all
of the covenants and conditions in this Indenture; 
 (2) immediately after giving effect to such transaction, no Event of
Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and 

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

Section 802 Guarantor May Consolidate, Etc., Only on Certain Terms. 

Nothing contained in this Indenture or in the Securities shall prevent any consolidation or merger of any Guarantor with or into any other
Person or Persons (whether or not affiliated with such Guarantor), or successive consolidations or mergers in which such Guarantor will be the continuing entity or such Guarantor or its successor or successors shall be a party or parties, or shall
prevent any sale, assignment, conveyance, transfer or lease of all or substantially all of the property and assets of such Guarantor, to any other Person (whether or not affiliated with such Guarantor); provided, however, that the following
conditions are met: 
 (1) such Guarantor shall be the continuing entity, or the successor entity (if other than such
Guarantor) formed by or resulting from any consolidation or merger or which shall have received the sale, assignment, conveyance, transfer or lease of property and assets shall be domiciled in the United States, any state thereof or the District of
Columbia and shall expressly assume the obligations of such Guarantor under the applicable Guarantee and the due and punctual performance and observance of all of the covenants and conditions in this Indenture; 

(2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default, shall have occurred and be continuing; and 
 (3) either such Guarantor or
the successor Person, in either case, shall have delivered to the Trustee an Officers’ Certificate of such Guarantor and an Opinion of Counsel, each stating that such consolidation, sale, merger, conveyance, transfer or lease and such
supplemental indenture comply with this Article Eight and that all conditions precedent herein provided for relating to such transaction have been complied with. 

  
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 Section 803 Successor Person Substituted for Operating Partnership or Guarantor. 

If the Operating Partnership or any Guarantor shall, in any transaction or series of related transactions, consolidate with or merge into any
Person or sell, assign, transfer, lease or otherwise convey all or substantially all its property and assets to any Person, in each case in accordance with Section 801 or Section 802, as applicable, the successor Person formed by or
resulting from such consolidation or merger or to which such sale, assignment, transfer, lease or other conveyance of all or substantially all of the properties and assets of the Operating Partnership or such Guarantor, as applicable, is made, shall
succeed to, and be substituted for, and may exercise every right and power of, the Operating Partnership or the Guarantor, as applicable, under this Indenture, with respect to the Outstanding Securities of the applicable series, with the same effect
as if such successor Person had been named as the Operating Partnership or Guarantor, as applicable, herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this
Indenture and the applicable Securities. 
 ARTICLE NINE 

SUPPLEMENTAL INDENTURES 

Section 901 Supplemental Indentures Without Consent of Holders.  

Without the consent of any Holders of Securities, the Operating Partnership (when authorized by or pursuant to a Board Resolution), any
Guarantor, if affected thereby, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto for any of the following purposes: 

(1) to evidence the succession of another Person to the Operating Partnership or any Guarantor, if applicable, or successive
successions, and the assumption by any such successor of the covenants of the Operating Partnership or any Guarantor, if applicable, contained herein and in the Securities; or 

(2) to add to the covenants of the Operating Partnership or any Guarantor for the benefit of the Holders of all or any series
of Securities (as shall be specified in such supplemental indenture or indentures) or to surrender any right or power herein conferred upon the Operating Partnership or any Guarantor with respect to all or any series of Securities issued under this
Indenture (as shall be specified in such supplemental indenture or indentures); or 
 (3) to change or eliminate any
restrictions on the payment of principal of or any premium or interest on or any Additional Amounts with respect to any Securities or any Guarantee, provided any such action shall not adversely affect the interests of the Holders of
Securities of any series; or 
 (4) to establish the form or terms of Securities of any series as permitted by Sections 201
and 301, including, without limitation, any conversion or exchange provisions applicable to Securities which are convertible into or exchangeable for other securities or property, and any deletions from or additions or changes to this Indenture in
connection therewith (provided that any such deletions, additions and changes shall not be applicable to any other series of Securities then Outstanding); 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 609; or 
 (6) to cure any ambiguity, defect or inconsistency in the Indenture; or 

(7) to make any change necessary to comply with any requirement of the Commission in connection with the Indenture under the
Trust Indenture Act; or 
 (8) to add any additional Events of Default for the benefit of the Holders with respect to all or
any series of Securities (as shall be specified in such supplemental indenture) (and if such additional Events of Default are to be for the benefit of less than all of the Securities, stating that such additional Events of Default are expressly
being included solely for the benefit of such series); or 

  
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 (9) to supplement any of the provisions of this Indenture to such extent as shall
be necessary to permit or facilitate the defeasance, Covenant Defeasance and/or satisfaction and discharge of any series of Securities pursuant to Article Four, provided that any such action shall not adversely affect the interests of
any Holder of a Security of such series or any other Security; or 
 (10) to add one or more Guarantees for the benefit of
Holders of all or any series of Securities, to secure the Securities or to confirm and evidence the release, termination or discharge of any Guarantee or lien securing the Securities which such release, termination or discharge is permitted by this
Indenture; or 
 (11) to amend or supplement any provision contained herein or in any supplemental indenture or in any
Securities (which amendment or supplement may apply to one or more series of Securities or to one or more Securities within any series as specified in such supplemental indenture or indentures), provided that such amendment or supplement
(A) does not (i) apply to any Outstanding Security issued prior to the date of such supplemental indenture and entitled to the benefits of such provision or (ii) modify the rights of the Holder of any such Security with respect to
such provision or (B) shall become effective only when there is no Security described in clause (A)(i) Outstanding; or 

(12) in the case of any series of Securities which are convertible into or exchangeable for Common Equity or other securities
or property, to safeguard or provide for the conversion or exchange rights, as the case may be, of such Securities in the event of any reclassification or change of outstanding shares of Common Equity or any merger, consolidation, statutory share
exchange or combination of the Operating Partnership with or into another Person or any sale, lease, assignment, transfer, disposition or other conveyance of all or substantially all of the assets of the Operating Partnership to any other Person or
other similar transactions, if expressly required by the terms of such series of Securities established pursuant to Section 301; or 

(13) to conform the terms of the Indenture or the Securities of a series, as applicable, to the description thereof contained
in any prospectus, prospectus supplement or other offering document relating to the offer and sale of such Securities; or 

(14) subject to any limitations established pursuant to Section 301, to provide for the issuance of additional Securities
of any series; or 
 (15) to comply with the rules of any applicable Depository; or 

(16) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect
the legal rights under this Indenture of any Holder in any material respect; 
 (17) to add to or change any of the
provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in uncertificated form; or 

(18) to comply with the rules or regulations of any securities exchange or automated quotation system on which any of the
Securities may be listed or traded. 
 Section 902 Supplemental Indentures with Consent of Holders. 

With the consent of the Holders of a majority in aggregate principal amount of the Outstanding Securities of each series affected by such
supplemental indenture (voting as separate classes) by Act of said Holders delivered to the Operating Partnership and the Trustee, the Operating Partnership (when authorized by or pursuant to a Board Resolution), any Guarantor, if affected thereby,
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 the Securities of such series or of any
Guarantee or of modifying in any manner the rights of the Holders of Securities of such 

  
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series under this Indenture; provided, that no such supplemental indenture, without the consent of the Holder of each Outstanding Security affected thereby, shall 

(1) change the Stated Maturity of the principal of, or premium, if any, or any installment of interest, if any, on, or any
Additional Amounts, if any, with respect to, any Security, or reduce the principal amount thereof or the premium, if any, thereon or the rate (or modify the calculation of such rate) of interest thereon, or reduce the amount payable upon redemption
thereof at the option of the Operating Partnership or repayment or repurchase thereof at the option of the Holder, or reduce any Additional Amounts payable with respect to any Security or any Guarantee, or change the obligation of the Operating
Partnership to pay Additional Amounts pursuant to Section 1004 (except as contemplated by Section 801(1) and permitted by Section 901(1)) or the obligation of any Guarantor to pay Additional Amounts under any Guarantee, or reduce
the amount of the principal of any Original Issue Discount Security that would be due and payable upon acceleration of the Maturity thereof pursuant to Section 502 or the amount thereof provable in bankruptcy pursuant to Section 504, or
adversely affect the right of repayment or repurchase at the option of any Holder as contemplated by Article Thirteen, or change the Place of Payment where or the Currency in which the principal of, any premium or interest on, or any Additional
Amounts with respect to any Security or any Guarantee 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, in the case of repayment or repurchase pursuant to Article Thirteen at the option of the Holder, on or after the date for repayment or repurchase) in each case as such Stated Maturity, Redemption Date or date for repayment or repurchase
may, if applicable, be extended in accordance with the terms of such Security, or in the case of any Security which is convertible into or exchangeable for shares of Common Equity or other securities or property, impair the right to institute suit
to enforce the right to convert or exchange such Security in accordance with its terms, or release a Guarantor from any of its obligations under a Guarantee except as permitted under this Indenture, or 

(2) reduce the percentage in aggregate 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
Section 513 or 1006 of this Indenture, or reduce the requirements of Section 1504 for quorum or voting, or 
 (3)
modify any of the provisions of this Section, Section 513 or Section 1006 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, or 
 (4) make any change that adversely affects the right, if any, to convert
or exchange any Security for shares of Common Equity or other securities or property in accordance with its terms. 
 Other than as set
forth above, a supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which shall have 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. 

Anything in this Indenture to the contrary notwithstanding, if more than one series of Securities is Outstanding, the Operating Partnership
and any Guarantor shall be entitled to enter into a supplemental indenture under this Section 902 with respect to any one or more series of Outstanding Securities without entering into a supplemental indenture with respect to any other series
of Outstanding Securities. 
 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. 

  
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 Section 903 Execution of Supplemental Indentures. 

As a condition to executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Officers’
Certificate and an Opinion of Counsel of each of the Operating Partnership and any Guarantor to the effect that the execution of such supplemental indenture is authorized or permitted by this Indenture and that such supplemental indenture has been
duly authorized, executed and delivered by, and is a valid, binding and enforceable obligation of, each of the Operating Partnership and any Guarantor, respectively, subject to customary exceptions. 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. 

Upon an Operating Partnership Request, accompanied by the Officers’ Certificates and Opinions of Counsel provided for in Section 102
and this Section 903, and, if applicable, upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the other parties thereto in the execution of a supplemental indenture, subject to the
protection afforded to the Trustee by the last sentence of the first paragraph of this Section 903. 
 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 a Security theretofore or thereafter authenticated and delivered hereunder shall be bound thereby. 

Section 905 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 as to any matter provided for in such supplemental indenture. If the Operating Partnership shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee
and the Operating Partnership, to any such supplemental indenture may be prepared and executed by the Operating Partnership and authenticated and delivered by the Trustee, upon Operating Partnership Order, in exchange for Outstanding Securities of
such series. 
 Section 906 Conformity with Trust Indenture Act. 

Unless the Operating Partnership shall determine, based on an Opinion of Counsel delivered to the Trustee, that the same shall not be
required, every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 

ARTICLE TEN 

COVENANTS 

Section 1001 Payment of Principal, Premium, Interest and Additional Amounts. 

The Operating Partnership covenants and agrees that it will duly and punctually pay or cause to be paid when due the principal of (including
the Redemption Price upon redemption pursuant to Article Eleven hereof), and premium, if any, and interest on each of the Securities at the places, at the respective times and in the manner provided herein and in the Securities; provided, that
the Operating Partnership or Paying Agent may withhold from payments of interest and upon redemption pursuant to Article Three hereof, maturity or otherwise, any amounts the Operating Partnership or Paying Agent is required to withhold by law.

 Section 1002 Maintenance of Office or Agency. 

The Operating Partnership will maintain an office or agency, where the Securities may be surrendered for registration of transfer or exchange
or for presentation for payment or redemption and where notices and demands to or upon the Operating Partnership in respect of the Securities and this Indenture may be served. As of the date of this Indenture, such office shall be the Corporate
Trust Office and, at any other time, at such other address as the Trustee may designate from time to time by notice to the Operating Partnership. The Operating Partnership will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Operating 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. 

  
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 The Operating Partnership may also from time to time designate co-registrars and one or more
offices or agencies where the Securities may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Operating 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. 
 The Operating Partnership hereby
initially designates the Trustee as Paying Agent, Security Registrar and Transfer Agent, and the Corporate Trust Office shall be considered as one such office or agency of the Operating Partnership for each of the aforesaid purposes. 

So long as the Trustee is the Security Registrar, the Trustee agrees to mail (or send by electronic transmission), or cause to be mailed, the
notices set forth in Section 608(6) hereof. If co-registrars have been appointed in accordance with this Section 1002, the Trustee shall mail such notices only to the Operating Partnership and the Holders of Securities it can identify
from its records. 
 Section 1003 Provisions as to Paying Agent. 

(1) If the Operating Partnership shall appoint a Paying Agent other than the Trustee, or if the Trustee shall appoint such a
Paying Agent, the Operating Partnership will cause such Paying Agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 1003: (a) that it will
hold all sums held by it as such agent for the payment of the principal of and premium, if any, or interest on the Securities (whether such sums have been paid to it by the Operating Partnership or by any other obligor on the Securities) in trust
for the benefit of the Holders of the Securities; (b) that it will give the Trustee notice of any failure by the Operating Partnership (or by any other obligor on the Securities) to make any payment of the principal of and premium, if any, or
interest on the Securities when the same shall be due and payable; and (c) that at any time during the continuance of an Event of Default, upon request of the Trustee, it will forthwith pay to the Trustee all sums so held in trust. 

The Operating Partnership shall, on or before each due date of the principal of, premium, if any, or interest on the Securities, deposit with
the Paying Agent a sum (in funds which are immediately available on the due date for such payment) sufficient to pay such principal, premium, if any, or interest and (unless such Paying Agent is the Trustee) the Operating Partnership will promptly
notify the Trustee of any failure to take such action; provided, that if such deposit is made on the due date, such deposit shall be received by the Paying Agent by 11:00 a.m. New York City time, on such date. 

(2) If the Operating Partnership shall act as its own Paying Agent, it will, on or before each due date of the principal of,
premium, if any, or interest on the Securities, set aside, segregate and hold in trust for the benefit of the Holders of the Securities a sum sufficient to pay such principal, premium, if any, and interest so becoming due and will promptly notify
the Trustee of any failure to take such action and of any failure by the Operating Partnership (or any other obligor under the Securities) to make any payment of the principal of, premium, if any, or interest on the Securities when the same shall
become due and payable. 
 (3) Anything in this Section 1003 to the contrary notwithstanding, the Operating Partnership
may, at any time, for the purpose of obtaining a satisfaction and discharge of this Indenture, or for any other reason, pay or cause to be paid to the Trustee all sums held in trust by the Operating Partnership or any Paying Agent hereunder as
required by this Section 1003, such sums to be held by the Trustee upon the trusts herein contained and upon such payment by the Operating Partnership or any Paying Agent to the Trustee, the Operating Partnership or such Paying Agent shall be
released from all further liability with respect to such sums. 
 The Trustee shall not be responsible for the actions of any other Paying
Agents (including the Operating Partnership if acting as its own Paying Agent) and shall have no control of any funds held by such other Paying Agents. 

  
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 Any money deposited with the Trustee or any Paying Agent, or then held by the Operating
Partnership, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the
Operating Partnership on Operating Partnership Request, or (if then held by the Operating Partnership) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the
Operating 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 Operating 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 Operating Partnership cause to be published once, in a newspaper published in the English language, customarily published on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York, New York, 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, any
unclaimed balance of such money then remaining will be repaid to the Operating Partnership. 
 Section 1004 Additional
Amounts. 
 In the event that the Operating Partnership is required to make the payment of Additional Amounts to Holders of
Securities pursuant to this Indenture, the Operating Partnership will provide written notice (“Additional Amounts Notice”) to the Trustee of its obligation to pay Additional Amounts no later than fifteen (15) calendar days
prior to the proposed payment date for Additional Amounts, and the Additional Amount Notice shall set forth the amount of Additional Amounts to be paid by the Operating Partnership on such payment date. The Trustee shall not at any time be
under any duty or responsibility to any Holder of Securities to determine the Additional Amounts, or with respect to the nature, extent or calculation of the amount of Additional Amounts when made, or with respect to the method employed in such
calculation of the Additional Amounts. 
 Section 1005 Corporate Existence. 

Subject to Article Eight, each of the Operating Partnership and any Guarantor will do or cause to be done all things necessary to
preserve and keep in full force and effect its (i) existence, and (ii) rights (charter and statutory) and franchises; provided, that neither the Operating Partnership nor any Guarantor shall be required to preserve any such right or
franchise if the Board of Directors (or any duly authorized committee of that Board of Directors), as applicable, shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Operating Partnership or any
Guarantor, as applicable. 
 Section 1006 Waiver of Certain Covenants. 

The Operating Partnership and any Guarantor may omit in any particular instance to comply with any term, provision or condition set forth in
Sections 1005(ii) and 704 with respect to the Securities of any series and, if expressly provided pursuant to Section 301(16), any additional covenants applicable to the Securities of such series if, before the time for such compliance,
the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, by Act of such Holders, either shall waive such compliance in such instance or generally shall have waived 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 Operating Partnership and any Guarantor, as
applicable and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 

Section 1007 Operating Partnership and Guarantor Statement as to Compliance. 

Within one hundred twenty (120) calendar days after the end of each fiscal year of the Operating Partnership, the Operating Partnership
and, if applicable, any Guarantor, shall deliver to the Trustee a certificate signed by any of the principal executive officer, principal financial officer or principal accounting officer of the Operating Partnership and such Guarantor, stating
whether or not the signer has knowledge of any default under this Indenture, and, if so, specifying each default and the nature and the status thereof. 

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

  
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 Any notice required to be given under this Section 1007 shall be delivered to a Responsible
Officer of the Trustee at its Corporate Trust Office. 
 Section 1008 Calculation of Original Issue Discount. 

So long as there is any Outstanding Original Issue Discount Security, the Operating Partnership shall file with the Trustee promptly at the
end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time, each of which the Trustee shall be fully protected in relying upon. 

ARTICLE ELEVEN 

REDEMPTION OF SECURITIES 

Section 1101 Applicability of Article. 

Redemption of Securities of any series at the option of the Operating Partnership as permitted or required by the terms of such Securities
shall be made in accordance with the terms of such Securities and (except as otherwise provided herein or pursuant hereto) this Article. 

Section 1102 Election to Redeem; Notice to Trustee. 

The election of the Operating Partnership to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any
redemption at the election of the Operating Partnership of all of the Outstanding Securities of any series, the Operating Partnership shall, not less than 22 and not more than 60 days prior to the Redemption Date fixed by the Operating 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 and, in the event that the Operating Partnership shall determine that
the Securities of any series to be redeemed shall be selected from Securities of such series having the same issue date, interest rate or interest rate formula, Stated Maturity and other terms (the “Equivalent Terms”), the Operating
Partnership shall notify the Trustee of such Equivalent Terms. 
 If less than all of the Securities of any series are to be redeemed or if
less than all of the Securities of any series with Equivalent Terms are to be redeemed, the Operating Partnership shall, at least seven days prior to giving notice of redemption to the Holders (unless a shorter notice shall be satisfactory to the
Trustee and agreed upon in writing by the Trustee), notify the Trustee of such Redemption Date, the principal amount of Securities of such series to be redeemed and, if applicable, the Equivalent Terms. 

In the case of any redemption of Securities (A) prior to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture or (B) pursuant to an election of the Operating Partnership which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Operating Partnership shall
furnish to the Trustee an Officers’ Certificate and Opinion of Counsel evidencing compliance with such restriction or condition. 

Section 1103 Selection by Trustee of Securities to be Redeemed. 

If less than all of the Securities of any series are to be redeemed or if less than all of the Securities of any series with Equivalent Terms
are to be redeemed, the particular Securities to be redeemed shall be selected not less than 15 days and not more than 60 days prior to the Redemption Date by the Trustee from the Outstanding Securities of such series or from the Outstanding
Securities of such series with Equivalent Terms, as the case may be, not previously called for redemption, by such method as the Trustee shall deem fair and 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 

  
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shall reduce the portion of the principal amount of a Security of such series not redeemed to less than the minimum denomination for a Security of such series established herein or pursuant
hereto; provided that if the Securities of such series are represented by one or more global Securities, interests in such global Securities shall be selected for redemption by the Depository in accordance with its standard procedures
therefor. 
 The Trustee shall promptly notify the Operating 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. 

Unless otherwise specified in or pursuant to this Indenture or the Securities of any series, if any Security selected for partial redemption
is converted or exchanged for Common Equity or other securities or property in part before termination of the conversion or exchange right with respect to the portion of the Security so selected, the converted or exchanged portion of such Security
shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted or exchanged during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection. 
 Section 1104 Notice of Redemption. 

Notice of redemption shall be given by the Operating Partnership in the manner provided in Section 106, not less than 15 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 portions thereof. 

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 state: 

(1) the Redemption Date, 

(2) the Redemption Price, or if not then ascertainable, the manner of calculation thereof, 

(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 Security or Securities to be redeemed, 
 (4) that, in case any Security
is to be redeemed in part only, on and after the Redemption Date, upon surrender of such Security, the Holder of such Security will receive, without charge, a new Security or Securities of authorized denominations for the principal amount thereof
remaining unredeemed, 
 (5) that, on the Redemption Date, the Redemption Price shall become due and payable upon each such
Security or portion thereof to be redeemed, together (if applicable) with accrued and unpaid interest, if any, thereon (subject, if applicable, to the proviso to the first paragraph of Section 1106), and, if applicable, that interest thereon
shall cease to accrue on and after said date, 
 (6) the place or places where such Securities, maturing after the Redemption
Date, are to be surrendered for payment of the Redemption Price and any accrued interest and Additional Amounts pertaining thereto, 

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

  
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 (8) in the case of Securities of any series that are convertible or exchangeable
into shares of Common Equity or other securities or property, the then current conversion or exchange price or rate, the date or dates on which the right to convert or exchange the principal of the Securities of such series to be redeemed will
commence or terminate, as applicable, and the place or places where and the Persons to whom such Securities may be surrendered for conversion or exchange, 

(9) the CUSIP number, Common Code or ISIN number of such Securities, if any (or any other numbers used by a Depository to
identify such Securities), and 
 (10) if the Redemption Price or any portion thereof shall be payable, at the option of the
Operating Partnership or any Holders, in shares of Common Equity, cash or in other securities or property (or a combination thereof), a statement as to whether the Operating Partnership has elected to pay the Redemption Price in shares of Common
Equity, cash or in other securities or property (or a combination thereof) and, if applicable, the portion of the Redemption Price that is to be paid in shares of Common Equity, cash or in other securities or property. 

Notice of redemption of Securities to be redeemed at the election of the Operating Partnership shall be given by the Operating Partnership or,
at the Operating Partnership’s request with seven days prior written notice (or such shorter notice as shall be acceptable to the Trustee), by the Trustee in the name and at the expense of the Operating Partnership, which request shall set
forth the information to be contained in such notice of redemption. 
 Section 1105 Deposit of Redemption Price. 

At or prior to 11:00 am (local time in New York City) on any Redemption Date, the Operating Partnership shall deposit, with respect to the
Securities of any series called for redemption pursuant to Section 1104, with the Trustee or with a Paying Agent (or, if the Operating Partnership, any Guarantor or any Affiliate of the Operating Partnership or any Guarantor is acting as Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of money in the applicable Currency sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date, unless otherwise
specified pursuant to Section 301 for or in the Securities of such series) any accrued interest on and Additional Amounts with respect to, all such Securities or portions thereof which are to be redeemed on that date. 

Section 1106 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, together with (unless otherwise provided with respect to the Securities of such series pursuant to Section 301) accrued and unpaid interest, if any, thereon and from and after such date (unless the
Operating Partnership shall default in the payment of the Redemption Price and accrued interest, if any) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security
shall be paid by the Operating Partnership at the Redemption Price, together with, unless otherwise provided in or pursuant to this Indenture, any accrued and unpaid interest thereon and Additional Amounts with respect thereto to but excluding the
Redemption Date; provided, however, except as otherwise specified in or pursuant to this Indenture or the Registered Securities of such series, 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 Regular Record Dates therefor according to their terms and the provisions of
Section 307. 
 If any Security called for redemption shall not be so paid, or funds set aside for payment, on the Redemption Date, the
principal and any premium, until paid, shall bear interest from the Redemption Date at the rate prescribed therefor in the Security or, if no rate is prescribed therefor in the Security, at the rate of interest, if any, borne by such Security. 

Section 1107 Securities Redeemed in Part. 

Any Registered Security which is to be redeemed only in part shall be surrendered at any Office or Agency for such Security (with, if the
Operating Partnership or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Operating Partnership and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in
writing) and the Operating Partnership shall execute and the Trustee shall authenticate and deliver, upon 

  
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Operating Partnership Order, 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 Operating
Partnership shall execute, and the Trustee shall authenticate and deliver, upon Operating Partnership Order, to the Depository for such Security in global form as shall be specified in the Operating 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. 

ARTICLE TWELVE 

SINKING FUNDS 

Section 1201 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 in or pursuant to this Indenture or any 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 1202. 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 and this Indenture. 

Section 1202 Satisfaction of Sinking Fund Payments with Securities. 

The Operating Partnership may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any series to
be made pursuant to the terms of such Securities (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 Operating Partnership), and (2) apply as a credit Securities of such series which have been redeemed either at the election of the Operating 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 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 1202, 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 Operating 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 written request of the Operating Partnership from time to time pay over and deliver to the Operating Partnership any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Operating Partnership to the
Trustee of Securities of that series purchased by the Operating Partnership having an unpaid principal amount equal to the cash payment requested to be released to the Operating Partnership. 

Section 1203 Redemption of Securities for Sinking Fund. 

Not less than 75 days prior to each sinking fund payment date for any series of Securities, the Operating Partnership shall deliver to the
Trustee an Officers’ Certificate, which the Trustee shall be entitled to rely upon, specifying the amount of the next ensuing mandatory sinking fund payment for that series pursuant to the terms of that series, 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 1202, the basis for such credit 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 

  
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the next ensuing mandatory sinking fund payment, the Operating Partnership shall thereupon be obligated to pay the amount therein specified. Not less than 60 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 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the
Operating Partnership in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107. 

ARTICLE THIRTEEN 

REPAYMENT AT THE OPTION OF HOLDERS 

Section 1301 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 Operating Partnership, at its option, shall deliver or surrender the same to the Trustee with a direction that such Securities
be cancelled. If specified with respect to the Securities of a series as contemplated by Section 301, in connection with any repayment of Securities, the Operating 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 applicable repayment date an amount not less than the repayment price payable by the Operating Partnership on
repayment of such Securities, and the obligation of the Operating 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. 

Unless otherwise expressly stated in this Indenture or pursuant to Section 301 with respect to the Securities of any series or unless the
context otherwise requires, all references in this Indenture to the repayment of Securities at the option of the Holders thereof (and all references of like import) shall be deemed to include a reference to the repurchase of Securities at the option
of the Holders thereof. 
 ARTICLE FOURTEEN 

SECURITIES IN FOREIGN CURRENCIES 

Section 1401 Applicability of Article. 

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 of any series in which not all of such Securities are denominated in the same Currency, in the absence of any provision
to the contrary in or pursuant to this Indenture or the Securities of such series and in accordance with the Depository’s procedures, any amount in respect of any Security denominated in a Currency other than Dollars shall be treated for any
such action, determination or 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 or distribution (or, if there shall be no applicable record date, such other date reasonably proximate to the date of such distribution) as the Operating Partnership may specify in a written notice to the Trustee or, in the absence of
such written notice, as the Trustee may determine. 
 Section 1402 Monies of Different Currencies to be Segregated. 

The Trustee shall segregate monies, funds and accounts held by the Trustee hereunder in one currency from any monies, funds or accounts in any
other currencies, notwithstanding any provision herein which would otherwise permit the Trustee to commingle such accounts. 

  
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 ARTICLE FIFTEEN 

MEETINGS OF HOLDERS OF SECURITIES 

Section 1501 Purposes for Which Meetings May Be Called. 

A meeting of Holders of Securities of any 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 Act provided by this Indenture to be made, given or taken by Holders of Securities of such series. 

Section 1502 Call, Notice and Place of Meetings. 

(1) 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 City of New York. 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. 

(2) In case at any time the Operating Partnership or any Guarantor (by or pursuant to a Board Resolution) or the Holders of at
least 10% in aggregate 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 mailed notice of or made the first publication of the notice of such meeting within 21 days after receipt of such request (whichever
shall be required pursuant to Section 106) or shall not thereafter proceed to cause the meeting to be held as provided herein, then the Operating Partnership, any Guarantor 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 City of New York and may call such meeting for such purposes by giving notice thereof as provided in clause (1) 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 Operating
Partnership, any Guarantor and their respective counsel. 
 Section 1504 Quorum; Action. 

The Persons entitled to vote a majority in aggregate principal amount of the Outstanding Securities of a series shall constitute a quorum for
a meeting or duly reconvened 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 supermajority in aggregate principal amount of the Outstanding Securities of a series, the Persons entitled to vote the specified supermajority in aggregate principal amount of the Outstanding Securities of such series shall constitute
a quorum. In the absence of a quorum within 30 minutes after the time appointed for any such meeting, the meeting shall, if convened at the request of Holders of 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 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(1), 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 aggregate
principal amount of the Outstanding Securities of such series which shall constitute a quorum. 

  
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 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 aggregate 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 request, demand, authorization, direction, notice, consent, waiver or other Act which this Indenture expressly provides may be made, given or
taken by the Holders of a supermajority in aggregate 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 the specified supermajority in aggregate 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 Act 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 aggregate 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 lesser specified percentage in
aggregate principal amount of the Outstanding Securities of such 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, whether or not such Holders were present or represented at the meeting. 

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

(1) 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 of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding
of 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. 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. 
 (2) The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called by the Operating Partnership, any Guarantor or the Holders of Securities as provided in Section 1502(2), in which
case the Operating Partnership, any Guarantor or the Holders of 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 aggregate principal amount of the Outstanding Securities of such series represented at the meeting. 

(3) 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. If the Securities of such series are issuable in minimum denominations of less than $1,000, then a Holder of such a Security in a principal amount of less than $1,000 shall be entitled to a fraction of one vote which is equal to the
fraction that the principal amount of such Security bears to $1,000. The chairman of the meeting shall have no right to vote, except as a Holder of a Security of such series or proxy. 

(4) 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 aggregate 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. 


  
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 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 each of the Operating Partnership and any Guarantor, and
another to the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record so signed and verified shall be conclusive evidence of the matters therein stated. 

ARTICLE SIXTEEN 

GUARANTEE OF SECURITIES 

Section 1601 Guarantee. 

(a) Each Person who may become a “Guarantor” with respect to any series of Securities to which this Article Sixteen
is made applicable, irrevocably and unconditionally guarantees (the “Guarantee”) to each Holder of a Security of such series authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Securities of such series, the obligations of the Operating Partnership under this Indenture or the Securities of such series or irrespective of restrictions of any kind on the Operating
Partnership’s performance of its obligations under the Securities, and waiving all rights of objection and defense arising from the Securities, that: (i) the principal of and premium, if any, and interest on the Securities of such series
will be punctually paid in full when due, whether at the Stated Maturity or Interest Payment Date, by acceleration, call for redemption, or otherwise; (ii) all other obligations of the Operating Partnership to the Holders of such series or the
Trustee under this Indenture or the Securities of such series will be promptly paid in full, all in accordance with the terms of this Indenture and the Securities of such series; and (iii) in case of any extension of time of payment or renewal
of any Securities of such series or any of such other obligations thereunder, they will be paid in full when due in accordance with the terms of the extension or renewal, whether at the Stated Maturity or Interest Payment Date, by acceleration, call
for redemption, or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, each Guarantor shall be obligated to pay the same before failure so to pay becomes an Event of Default with respect to Securities of any series.
If the Operating Partnership defaults in the payment of the principal of or premium, if any, or interest on the Securities of a series so guaranteed when and as the same shall become due, whether at the Stated Maturity or Interest Payment Date, by
acceleration, call for redemption, or otherwise, without the necessity of action by the Trustee or any Holder, each Guarantor with respect to such series shall be required to promptly make such payment in full. The obligations of all Guarantors
under this Article Sixteen shall be joint and several. 
 (b) Each Guarantor agrees with respect to Securities of any series
that its obligations with regard to this Guarantee shall be as principal and not merely as surety and shall be full, irrevocable and unconditional, irrespective of the validity, regularity or enforceability of the Securities of such series or this
Indenture, the absence of any action to enforce the same, any delays in obtaining or realizing upon or failures to obtain or realize upon collateral, the recovery of any judgment against the Operating Partnership, any action to enforce the same or
any other circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or a guarantor. Each Guarantor with respect to Securities of any series hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Operating Partnership, any right to require a proceeding first against the Operating Partnership or right to require the prior disposition of the assets of the Operating Partnership
to meet its obligations, protest, notice and all demands whatsoever and covenants that this Guarantee will not be discharged except by complete performance of all obligations contained in the 

  
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Securities of such series and this Indenture as it relates to such series of Securities. Each Guarantee is a guaranty of payment and not of collection. The obligations of any Guarantor under this
Guarantee will constitute direct, unsecured and unsubordinated obligations of such Guarantor and any Guarantor undertakes that its obligations hereunder will rank pari passu with all other present or future direct, unsecured and
unsubordinated obligations of the Guarantor, save for such obligations as may be mandatorily preferred by law. 
 (c) Any
such Guarantee will be a guarantee of payment and not merely of collection and it shall continue in full force and effect by way of continuing security until all principal, premium, if any, and interest, if any, (including any Additional Amounts
required to be paid in accordance with the terms and conditions of the series of Securities so guaranteed) have been paid in full and all other actual or contingent obligations of the Operating Partnership in relation to the series of Securities so
guaranteed or under the Indenture have been satisfied in full. Notwithstanding the foregoing, if any payment received by any Holder is, on the subsequent bankruptcy or insolvency of the Operating Partnership, avoided under any applicable laws,
including, among others, laws relating to bankruptcy or insolvency, such payment will not be considered as having discharged or diminished the liability of any Guarantor and any such Guarantee will continue to apply as if such payment had at all
times remained owing by the Operating Partnership. 
 (d) If any Holder of Securities of a series or the Trustee is required
by any court or otherwise to return to any of the Operating Partnership or a Guarantor with respect to Securities of that series, or any custodian, trustee, or similar official acting in relation to any of the Operating Partnership or a Guarantor,
any amount paid by any of the Operating Partnership or a Guarantor to the Trustee or such Holder with respect to Securities of that series, the Guarantee with respect to Securities of that series, to the extent theretofore discharged, shall be
reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders of Securities of a series in respect of any obligations guaranteed hereby until payment in full of all
obligations of Securities of such series. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be
accelerated as provided in Section 502 for the purposes of a Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the Operating Partnership of the obligations so guaranteed, and (ii) in
the event of any declaration of acceleration of those obligations as provided in Section 502, those obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors with respect to Securities of a series for
purposes of the Guarantee. 
 (e) Each Guarantor and by its acceptance of a Security issued hereunder each Holder hereby
confirms that it is the intention of all such parties that the Guarantee by each Guarantor set forth in Section 1601(a) not constitute a fraudulent transfer or conveyance for purpose of any Bankruptcy Law, the Uniform Fraudulent Conveyance Act,
the Uniform Fraudulent Transfer Act or any similar Federal or state law. To effectuate the foregoing intention, the Holders and all Guarantors hereby irrevocably agree that the obligations of each of the Guarantors under the Guarantee set forth in
Section 1601(a) shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor, and after giving effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to the next succeeding sentence, result in the obligations of such Guarantor under such Guarantee not constituting such a fraudulent transfer or
conveyance. Each Guarantor that makes any payment or distribution under Section 1601(a) shall be entitled to a contribution from each other Guarantor equal to its Pro Rata Portion of such payment or distribution. For purposes of the foregoing,
the “Pro Rata Portion” of any Guarantor means the percentage of net assets of all Guarantors held by such Guarantor, determined in accordance with GAAP. 

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

  
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be made in the smallest amount as is strictly necessary to reach such result. For purposes of this paragraph, “fair consideration,” “insolvency,” “unable to pay its debts
as they mature,” “unreasonably small capital” and the effective times of reductions, if any, required by this paragraph shall be determined in accordance with applicable law. 

(g) If the obligations of any Guarantor are reduced pursuant to Section 1601(e) or 1601(f) above, such reduction shall be
applied proportionately with respect to all Securities (of whatever series) guaranteed under Section 1601, in accordance with the respective outstanding principal amount of such Securities so guaranteed (or, if any Securities are Original Issue
Discount Securities, the accreted value of such Securities) and being then due upon the acceleration of the payment of such Securities. 

Section 1602 Future Guarantors. 

Each Person providing a guarantee of any Security of a series pursuant to this Indenture shall execute and deliver a supplemental indenture
making such Person a party to this Indenture for the purpose of becoming a Guarantor. 
 Section 1603 Delivery of
Guarantee. 
 The delivery of any Security of a series by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Guarantee set forth in Section 1601 on behalf of each Guarantor for that series. 

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

			
	 DUPONT FABROS TECHNOLOGY, L.P.,

as Issuer

	    By: DuPont Fabros Technology, Inc., its general partner
		
	 By:
	 	 
	 Name:

	 Title:

	
	
                   
                                         
                    ,

as Trustee, Registrar, Paying Agent and Transfer Agent

		
	 By:
	 	 
	 Name:

	 Title:




  
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