EX-4.5



 Exhibit 4.5 

FORM OF SUBORDINATED INDENTURE 

MPLX LP, 
 as Issuer,

 and 
 THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A., 
 as Trustee 

INDENTURE 
 Dated as of

 [                    ]

Debt Securities 







 CROSS-REFERENCE TABLE 

 

					
	 TIA Section
	  	 Indenture Section

	 310
	 	(a)	  	7.10
		 	(b)	  	7.10
		 	(c)	  	N.A.
	 311
	 	(a)	  	7.11
		 	(b)	  	7.11
		 	(c)	  	N.A.
	 312
	 	(a)	  	5.01
		 	(b)	  	5.02
		 	(c)	  	5.02
	 313
	 	(a)	  	5.03
		 	(b)	  	5.03
		 	(c)	  	13.03
		 	(d)	  	5.03
	 314
	 	(a)	  	4.05 & 4.06
		 	(b)	  	N.A.
		 	(c)(1)	  	13.05
		 	(c)(2)	  	13.05
		 	(c)(3)	  	N.A.
		 	(d)	  	N.A.
		 	(e)	  	13.05
		 	(f)	  	N.A.
	 315
	 	(a)	  	7.01
		 	(b)	  	6.07 & 13.03
		 	(c)	  	7.01
		 	(d)	  	7.01
		 	(e)	  	6.08
	 316
	 	(a) (last sentence)	  	1.01
		 	(a)(1)(A)	  	6.06
		 	(a)(1)(B)	  	6.06
		 	(a)(2)	  	9.01(d)
		 	(b)	  	6.04
		 	(c)	  	5.04
	 317
	 	(a)(1)	  	6.02
		 	(a)(2)	  	6.02
		 	(b)	  	4.04
	 318
	 	(a)	  	13.07

  

N.A. means Not Applicable 

NOTE: This Cross-Reference table shall not, for any purpose, be deemed part of this Indenture. 

  
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 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	
	ARTICLE I	  
	DEFINITIONS AND INCORPORATION BY REFERENCE	  
			
	 Section 1.01
	  	 Definitions
	  	 	1	  
			
	 Section 1.02
	  	 Other Definitions
	  	 	7	  
			
	 Section 1.03
	  	 Incorporation by Reference of Trust Indenture Act
	  	 	7	  
			
	 Section 1.04
	  	 Rules of Construction
	  	 	7	  
	
	ARTICLE II	  
	DEBT SECURITIES	  
			
	 Section 2.01
	  	 Forms Generally
	  	 	8	  
			
	 Section 2.02
	  	 Form of Trustee’s Certificate of Authentication
	  	 	8	  
			
	 Section 2.03
	  	 Principal Amount; Issuable in Series
	  	 	9	  
			
	 Section 2.04
	  	 Execution of Debt Securities
	  	 	11	  
			
	 Section 2.05
	  	 Authentication and Delivery of Debt Securities
	  	 	11	  
			
	 Section 2.06
	  	 Denomination of Debt Securities
	  	 	12	  
			
	 Section 2.07
	  	 Registration of Transfer and Exchange
	  	 	13	  
			
	 Section 2.08
	  	 Temporary Debt Securities
	  	 	15	  
			
	 Section 2.09
	  	 Mutilated, Destroyed, Lost or Stolen Debt Securities
	  	 	15	  
			
	 Section 2.10
	  	 Cancellation of Surrendered Debt Securities
	  	 	16	  
			
	 Section 2.11
	  	 Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders
	  	 	16	  
			
	 Section 2.12
	  	 Payment of Interest; Interest Rights Preserved
	  	 	17	  
			
	 Section 2.13
	  	 Securities Denominated in Dollars
	  	 	17	  
			
	 Section 2.14
	  	 Wire Transfers
	  	 	17	  
			
	 Section 2.15
	  	 Securities Issuable in the Form of a Global Security
	  	 	17	  
			
	 Section 2.16
	  	 Medium Term Securities
	  	 	20	  
			
	 Section 2.17
	  	 Defaulted Interest
	  	 	20	  
			
	 Section 2.18
	  	 CUSIP and ISIN Numbers
	  	 	21	  
			
	 Section 2.19
	  	 Calculation of Original Issue Discount
	  	 	21	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	  	 	  	Page	 
	
	ARTICLE III	  
	REDEMPTION OF DEBT SECURITIES	  
			
	 Section 3.01
	  	 Applicability of Article
	  	 	22	  
			
	 Section 3.02
	  	 Notice of Redemption; Selection of Debt Securities
	  	 	22	  
			
	 Section 3.03
	  	 Payment of Debt Securities Called for Redemption
	  	 	23	  
			
	 Section 3.04
	  	 Mandatory and Optional Sinking Funds
	  	 	24	  
			
	 Section 3.05
	  	 Redemption of Debt Securities for Sinking Fund
	  	 	24	  
	
	ARTICLE IV	  
	PARTICULAR COVENANTS OF THE PARTNERSHIP	  
			
	 Section 4.01
	  	 Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities
	  	 	26	  
			
	 Section 4.02
	  	 Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities
	  	 	26	  
			
	 Section 4.03
	  	 Appointment to Fill a Vacancy in the Office of Trustee
	  	 	26	  
			
	 Section 4.04
	  	 Duties of Paying Agents, etc
	  	 	27	  
			
	 Section 4.05
	  	 SEC Reports; Financial Statements
	  	 	28	  
			
	 Section 4.06
	  	 Compliance Certificate
	  	 	28	  
			
	 Section 4.07
	  	 Further Instruments and Acts
	  	 	28	  
			
	 Section 4.08
	  	 Existence
	  	 	28	  
			
	 Section 4.09
	  	 Waiver of Certain Covenants
	  	 	28	  
	
	ARTICLE V	  
	HOLDERS’ LISTS AND REPORTS BY THE TRUSTEE	  
			
	 Section 5.01
	  	 Partnership to Furnish Trustee Information as to Names and Addresses of Holders; Preservation of Information
	  	 	29	  
			
	 Section 5.02
	  	 Communications to Holders
	  	 	29	  
			
	 Section 5.03
	  	 Reports by Trustee
	  	 	29	  
			
	 Section 5.04
	  	 Record Dates for Action by Holders
	  	 	30	  
	
	ARTICLE VI	  
	REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT	  
			
	 Section 6.01
	  	 Events of Default
	  	 	30	  
			
	 Section 6.02
	  	 Collection of Debt by Trustee, etc
	  	 	32	  
			
	 Section 6.03
	  	 Application of Money Collected by Trustee
	  	 	33	  
			
	 Section 6.04
	  	 Limitation on Suits by Holders
	  	 	34	  
			
	 Section 6.05
	  	 Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of Default
	  	 	35	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	  	 	  	Page	 
			
	 Section 6.06
	  	 Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default
	  	 	35	  
			
	 Section 6.07
	  	 Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances
	  	 	35	  
			
	 Section 6.08
	  	 Requirement of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against the Trustee
	  	 	36	  
	
	ARTICLE VII	  
	CONCERNING THE TRUSTEE	  
			
	 Section 7.01
	  	 Certain Duties and Responsibilities
	  	 	36	  
			
	 Section 7.02
	  	 Certain Rights of Trustee
	  	 	37	  
			
	 Section 7.03
	  	 Trustee Not Liable for Recitals in Indenture or in Debt Securities
	  	 	39	  
			
	 Section 7.04
	  	 Trustee, Paying Agent or Registrar May Own Debt Securities
	  	 	39	  
			
	 Section 7.05
	  	 Money Received by Trustee to Be Held in Trust
	  	 	40	  
			
	 Section 7.06
	  	 Compensation and Reimbursement
	  	 	40	  
			
	 Section 7.07
	  	 Right of Trustee to Rely on an Officer’s Certificate Where No Other Evidence Specifically Prescribed
	  	 	41	  
			
	 Section 7.08
	  	 Separate Trustee; Replacement of Trustee
	  	 	41	  
			
	 Section 7.09
	  	 Successor Trustee by Merger
	  	 	42	  
			
	 Section 7.10
	  	 Eligibility; Disqualification
	  	 	43	  
			
	 Section 7.11
	  	 Preferential Collection of Claims Against the Partnership
	  	 	43	  
			
	 Section 7.12
	  	 Compliance with Tax Laws
	  	 	43	  
	
	ARTICLE VIII	  
	CONCERNING THE HOLDERS	  
			
	 Section 8.01
	  	 Evidence of Action by Holders
	  	 	43	  
			
	 Section 8.02
	  	 Proof of Execution of Instruments and of Holding of Debt Securities
	  	 	44	  
			
	 Section 8.03
	  	 Who May Be Deemed Owner of Debt Securities
	  	 	44	  
			
	 Section 8.04
	  	 Instruments Executed by Holders Bind Future Holders
	  	 	44	  
	
	ARTICLE IX	  
	SUPPLEMENTAL INDENTURES	  
			
	 Section 9.01
	  	 Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders
	  	 	45	  
			
	 Section 9.02
	  	 Modification of Indenture with Consent of Holders of Debt Securities
	  	 	47	  
			
	 Section 9.03
	  	 Effect of Supplemental Indentures
	  	 	48	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	  	 	  	Page	 
			
	 Section 9.04
	  	 Debt Securities May Bear Notation of Changes by Supplemental Indentures
	  	 	49	  
			
	 Section 9.05
	  	 Notice of Supplemental Indentures
	  	 	49	  
	
	ARTICLE X	  
	CONSOLIDATION, MERGER, SALE OR CONVEYANCE	  
			
	 Section 10.01
	  	 Consolidations and Mergers of the Partnership
	  	 	49	  
			
	 Section 10.02
	  	 Rights and Duties of Successor Company
	  	 	49	  
	
	ARTICLE XI	  
	SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE; UNCLAIMED MONEY	  
			
	 Section 11.01
	  	 Applicability of Article
	  	 	50	  
			
	 Section 11.02
	  	 Satisfaction and Discharge of Indenture; Defeasance
	  	 	50	  
			
	 Section 11.03
	  	 Conditions of Defeasance
	  	 	51	  
			
	 Section 11.04
	  	 Application of Trust Money
	  	 	53	  
			
	 Section 11.05
	  	 Repayment to Partnership
	  	 	53	  
			
	 Section 11.06
	  	 Indemnity for U.S. Government Obligations
	  	 	53	  
			
	 Section 11.07
	  	 Reinstatement
	  	 	53	  
	
	ARTICLE XII	  
	SUBORDINATION OF DEBT SECURITIES	  
			
	 Section 12.01
	  	 Applicability of Article; Agreement to Subordinate
	  	 	53	  
			
	 Section 12.02
	  	 Liquidation, Dissolution, Bankruptcy
	  	 	54	  
			
	 Section 12.03
	  	 Default on Senior Indebtedness
	  	 	54	  
			
	 Section 12.04
	  	 Acceleration of Payment of Debt Securities
	  	 	55	  
			
	 Section 12.05
	  	 When Distribution Must Be Paid Over
	  	 	55	  
			
	 Section 12.06
	  	 Subrogation
	  	 	55	  
			
	 Section 12.07
	  	 Relative Rights
	  	 	55	  
			
	 Section 12.08
	  	 Subordination May Not Be Impaired by Partnership
	  	 	56	  
			
	 Section 12.09
	  	 Rights of Trustee and Paying Agent
	  	 	56	  
			
	 Section 12.10
	  	 Distribution or Notice to Representative
	  	 	56	  
			
	 Section 12.11
	  	 Article XII Not to Prevent Defaults or Limit Right to Accelerate
	  	 	56	  
			
	 Section 12.12
	  	 Trust Moneys Not Subordinated
	  	 	57	  
			
	 Section 12.13
	  	 Trustee Entitled to Rely
	  	 	57	  


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	  	 	  	Page	 
			
	 Section 12.14
	  	 Trustee to Effectuate Subordination
	  	 	57	  
			
	 Section 12.15
	  	 Trustee Not Fiduciary for Holders of Senior Indebtedness
	  	 	57	  
			
	 Section 12.16
	  	 Reliance by Holders of Senior Indebtedness on Subordination Provisions
	  	 	58	  
	
	ARTICLE XIII	  
	MISCELLANEOUS PROVISIONS	  
			
	 Section 13.01
	  	 Successors and Assigns of Partnership Bound by Indenture
	  	 	58	  
			
	 Section 13.02
	  	 Acts of Board, Committee or Officer of Successor Company Valid
	  	 	58	  
			
	 Section 13.03
	  	 Required Notices or Demands
	  	 	58	  
			
	 Section 13.04
	  	 Indenture and Debt Securities to Be Construed in Accordance with the Laws of the State of New York
	  	 	60	  
			
	 Section 13.05
	  	 Officer’s Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Partnership
	  	 	60	  
			
	 Section 13.06
	  	 Payments Due on Legal Holidays
	  	 	61	  
			
	 Section 13.07
	  	 Provisions Required by TIA to Control
	  	 	61	  
			
	 Section 13.08
	  	 Computation of Interest on Debt Securities
	  	 	61	  
			
	 Section 13.09
	  	 Rules by Trustee, Paying Agent and Registrar
	  	 	61	  
			
	 Section 13.10
	  	 No Recourse Against Others
	  	 	61	  
			
	 Section 13.11
	  	 Severability
	  	 	61	  
			
	 Section 13.12
	  	 Effect of Headings
	  	 	61	  
			
	 Section 13.13
	  	 Indenture May Be Executed in Counterparts
	  	 	61	  

 ARTICLE XIV 

[RESERVED] 

  
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 THIS INDENTURE dated as of [    ] is between MPLX LP, a Delaware
limited partnership (the “Partnership”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (the “Trustee”). 

RECITALS OF THE PARTNERSHIP 

The Partnership has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of the
Partnership’s debentures, notes, bonds or other evidences of indebtedness to be issued in one or more series unlimited as to principal amount (herein called the “Debt Securities”) and may be subordinated in right of payment to Senior
Indebtedness, as provided in this Indenture. 
 All things necessary to make this Indenture a valid agreement of the Partnership, in
accordance with its terms, have been done. 
 NOW, THEREFORE, THIS INDENTURE WITNESSETH 

That in order to declare the terms and conditions upon which the Debt Securities are authenticated, issued and delivered, and in consideration
of the premises, and of the purchase and acceptance of the Debt Securities by the Holders thereof, the Partnership and the Trustee covenant and agree with each other, for the benefit of the respective Holders from time to time of the Debt Securities
or any series thereof, as follows: 
 ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.01 Definitions. 

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The Trustee may request and may conclusively rely upon an
Officer’s Certificate to determine whether any Person is an Affiliate of any specified Person. 
 “Agent” means any Registrar
or paying agent. 
 “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief of debtors. 

“Board of Directors” means the board of directors of the General Partner or any authorized committee of the board of directors of
the General Partner or any directors and/or officers of the General Partner to whom such board of directors or such committee shall have duly delegated its authority to act hereunder. If the Partnership shall change its form of entity to other than
a limited partnership, the references to the board of directors of the General Partner shall mean the board of directors (or other comparable governing body) of the Partnership. 

  
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 “Business Day” means any day other than a Legal Holiday. 

The term “capital stock” of any Person means and includes any and all shares, rights to purchase, warrants or options (whether or
not currently exercisable), participations or other equivalents of or interests in (however designated) the equity (which includes, but is not limited to, common stock, preferred stock and partnership and joint venture interests) of such Person
(excluding any debt securities that are convertible into, or exchangeable for, such equity). 
 “Code” means the Internal Revenue
Code of 1986, as amended. 
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its
corporate trust business in Chicago, Illinois shall be principally administered, which office as of the date of this instrument is located at 2 North LaSalle Street, Suite 1020, Chicago, IL 60602, except that with respect to presentation of Debt
Securities for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which at any particular time its corporate agency business shall be conducted, which office at the date of this
instrument is located at 101 Barclay Street, New York, New York 10286; Attention: Corporate Trust Division—Corporate Finance Unit, or, in the case of any of such offices or agency, such other address as the Trustee may designate from time to
time by notice to the Partnership. 
 “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any
Bankruptcy Law. 
 “Debt” of any Person at any date means any obligation created or assumed by such Person for the repayment of
borrowed money and any guarantee thereof. 
 “Debt Security” or “Debt Securities” has the meaning stated in the first
recital of this Indenture and more particularly means any debt security or debt securities, as the case may be, of any series authenticated and delivered under this Indenture. 

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

 “Depositary” means, unless otherwise specified by the Partnership pursuant to either Section 2.03 or 2.15, with respect to
Debt Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, The Depository Trust Company, New York, New York, or any successor thereto registered as a clearing agency under the Exchange Act or
other applicable statute or regulations. 
 “Designated Senior Indebtedness” means (i) any Senior Indebtedness which, at the
date of determination, has an aggregate principal amount outstanding of, or under which, at the date of determination, the holders thereof are committed to lend up to, at least $100 million and (ii) any other Senior Indebtedness designated, as
provided in Section 2.03, in respect of any series of Debt Securities. 
 “Dollar” or “$” means such currency of
the United States as at the time of payment is legal tender for the payment of public and private debts. 

  
 - 2 - 








 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute. 
 “Floating Rate Security” means a Debt Security that provides for the payment of interest at a variable rate determined
periodically by reference to an interest rate index specified pursuant to Section 2.03. 
 “GAAP” means generally accepted
accounting principles in the United States, as in effect from time to time. 
 “General Partner” means MPLX GP LLC, a Delaware
limited liability company, and its successors and permitted assigns as general partner of the Partnership or as the business entity with the ultimate authority to manage the business and operations of the Partnership. 

“Global Security” means with respect to any series of Debt Securities issued hereunder, a Debt Security which is executed by the
Partnership and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction, all in accordance with this Indenture and any Indentures supplemental hereto, or resolution of the Board of Directors and
set forth in an Officer’s Certificate, which shall be registered in the name of the Depositary or its nominee and which shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, all the Outstanding Debt
Securities of such series or any portion thereof, in either case having the same terms, including, without limitation, the same original issue date, date or dates on which principal is due and interest rate or method of determining interest. 

The term “guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or
other obligation of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation of such other
Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise) or (b) entered into for
purposes of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “guarantee”
shall not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning. 

“Holder,” “Holder of Debt Securities” or other similar terms means, a Person in whose name a Debt Security is registered
in the Debt Security Register (as defined in Section 2.07(a)). 
 “Indenture” means this instrument as originally executed,
or, if amended or supplemented as herein provided, as so amended or supplemented and shall include the form and terms of particular series of Debt Securities as contemplated hereunder, whether or not a supplemental Indenture is entered into with
respect thereto. 
 “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in the City of New York, New
York or at a Place of Payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a Place of Payment, payment may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. 

  
 - 3 - 








 “Lien” means, with respect to any asset, any mortgage, lien, security interest, pledge,
charge or other encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law. 

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief
Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of such Person (except that it shall be the General Partner in the case of the Partnership). 

“Officer’s Certificate” means a certificate signed by an Officer of the Partnership that meets the requirements of
Section 13.05 hereof and delivered to the Trustee. 
 “Opinion of Counsel” means a written opinion from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of or counsel to the Partnership or an Affiliate of the Partnership or the Trustee. 

“Original Issue Discount Debt Security” means any Debt Security that provides for an amount less than the principal amount thereof
to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. 
 “Outstanding,”
when used with respect to any series of Debt Securities, means, as of the date of determination, all Debt Securities of that series theretofore authenticated and delivered under this Indenture, except: 

(a) Debt Securities of that series theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 

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

(c) Debt Securities of that series which have been paid pursuant to Section 2.09 or in exchange for or in lieu of which other Debt
Securities have been authenticated and delivered pursuant to this Indenture, other than any such Debt Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Debt Securities are held by a
protected purchaser in whose hands such Debt Securities are valid obligations of the Partnership; 
 provided, however, that in determining whether the
Holders of the requisite principal amount of the Outstanding Debt Securities of any series have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Debt Securities owned by the Partnership or any other obligor
upon the Debt Securities or any Affiliate of the Partnership or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the 

  
 - 4 - 








 
Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Debt Securities which a Trust Officer actually knows to be so owned
shall be so disregarded. Debt Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Debt
Securities and that the pledgee is not the Partnership or any other obligor upon the Debt Securities or an Affiliate of the Partnership or of such other obligor. In determining whether the Holders of the requisite principal amount of Outstanding
Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of an Original Issue Discount Debt Security that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the maturity thereof pursuant to Section 6.01. 

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

“Partnership Request” and “Partnership Order” mean, respectively, a written request or order signed in the name of the
Partnership by the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice President of the
General Partner, and delivered to the Trustee, or if the Partnership shall change its form of entity to other than a limited partnership, by Persons or officers, members, agents and others holding positions comparable to those of the foregoing
nature, as applicable. 
 “Person” means any individual, corporation, partnership, joint venture, limited liability company,
incorporated or unincorporated association, joint-stock company, trust, unincorporated organization, government or other agency or political subdivision thereof or other entity of any kind. 

“Redemption Date,” when used with respect to any Debt Security to be redeemed, means the date fixed for such redemption by or
pursuant to this Indenture. 
 “Representative” means the trustee, agent or representative (if any) for an issue of Senior
Indebtedness. 
 “SEC” means the United States Securities and Exchange Commission. 

“Senior Indebtedness,” unless otherwise provided with respect to the Debt Securities of a series as contemplated by
Section 2.03, means (1) all Debt of the Partnership, whether currently outstanding or hereafter issued, unless, by the terms of the instrument creating or evidencing such Debt, it is provided that such Debt is subordinate or not superior
in right of payment to the Debt Securities or to other Debt which is pari passu with or subordinated to the Debt Securities and (2) any modifications, refunding, deferrals, renewals, or extensions of any such Debt or securities, notes or other
evidence of Debt issued in exchange for such Debt; provided that in no event shall “Senior Indebtedness” include (a) Debt evidenced by the Debt Securities (b) Debt of the Partnership owed or owing to any Subsidiary of the
Partnership, (c) Debt to trade creditors or (d) any liability for taxes owed or owing by the Partnership. 

  
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 “Stated Maturity” means, with respect to any security, the date specified in such
security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of
the holder thereof upon the happening of any contingency beyond the control of the Partnership unless such contingency has occurred). 

“Subsidiary” of any Person means: 

(1) any corporation, association or other business entity of which more than 50% of the total voting power of equity interests entitled,
without regard to the occurrence of any contingency, to vote in the election of directors, managers, trustees or equivalent Persons thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of
the other Subsidiaries of such Person or combination thereof; or 
 (2) in the case of a partnership, more than 50% of the partners’
equity interests, considering all partners’ equity interests as a single class, is at such time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or combination
thereof. 
 “TIA” means the Trust Indenture Act of 1939, as amended (15 U.S.C. §§77aaa-77bbbb), as in effect on the date
of this Indenture as originally executed and, to the extent required by law, as amended. 
 “Trust Officer” means, when used with
respect to the Trustee, any officer assigned to the Corporate Trust Division—Corporate Finance Unit (or any successor division or unit) of the Trustee located at the Corporate Trust Office of the Trustee, who shall have direct responsibility
for the administration of this Indenture, and for purposes of Section 2.05, Section 6.07 and Section 7.01(b)(iii) shall also include any officer of the Trustee to whom any corporate trust matter is referred because of such
officer’s knowledge of and familiarity with the particular subject. 
 “Trustee” initially means The Bank of New York Mellon
Trust Company, N.A. and any other Person or Persons appointed as such from time to time pursuant to Section 7.08, and, subject to the provisions of Article VII, includes its or their successors and assigns. If at any time there is more than one
such Person, “Trustee” as used with respect to the Debt Securities of any series shall mean the Trustee with respect to the Debt Securities of that series. 

“United States” means the United States of America (including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction. 
 “U.S. Government Obligations” means direct obligations of the United
States of America, obligations on which the payment of principal and interest is fully guaranteed by the United States of America or obligations or guarantees for the payment of which the full faith and credit of the United States of America is
pledged. 

  
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 “Yield to Maturity” means the yield to maturity, calculated at the time of issuance of
a series of Debt Securities, or, if applicable, at the most recent redetermination of interest on such series and calculated in accordance with accepted financial practice. 

Section 1.02 Other Definitions. 
  

			
	 Term
	  	 Defined in Section

	 “Blockage Notice”
	  	12.03
	 “Covenant Defeasance Option”
	  	11.02
	 “Debt Security Register”
	  	2.07
	 “Defaulted Interest”
	  	2.17
	 “DTC”
	  	2.15
	 “Event of Default”
	  	6.01
	 “Legal Defeasance Option”
	  	11.02
	 “Payment Blockage Period”
	  	12.03
	 “Place of Payment”
	  	2.03
	 “Registrar”
	  	2.07
	 “Subordinated Debt Securities”
	  	12.01
	 “Successor Company”
	  	10.01

 Section 1.03 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to
a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. 
 All terms used in this Indenture
that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. 

Section 1.04 Rules of Construction. Unless the context otherwise requires: 

(a) a term has the meaning assigned to it; 

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP; 

(c) “or” is not exclusive; 

(d) words in the singular include the plural, and in the plural include the singular; 

(e) provisions apply to successive events and transactions; 

(f) unless the context otherwise requires, any reference to an “Article,” a “Section” or an “Annex” refers to an
Article, a Section or an Annex, as the case may be, of this Indenture; 
 (g) the words “including,” “includes” and
“include” shall be deemed to be followed by the words “without limitation”; 
 (h) the words “herein,”
“hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; 

  
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 (i) if the applicable series of Debt Securities are subordinated pursuant to Article XII,
unsecured Debt shall not be deemed to be subordinate or junior to secured Debt merely by virtue of its nature as unsecured Debt; and 
 (j)
the principal amount of any noninterest bearing or other discount security at any date shall be the principal amount thereof that would be shown on a balance sheet of the issuer dated such date prepared in accordance with GAAP. 

ARTICLE II 
 DEBT
SECURITIES 
 Section 2.01 Forms Generally. The Debt Securities of each series shall be in substantially the form
established without the approval of any Holder by or pursuant to a resolution of the Board of Directors or in one or more Indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as the Partnership may deem appropriate (and, if not contained in a supplemental
Indenture entered into in accordance with Article IX, as are not prohibited by the provisions of this Indenture) or as may be required or appropriate to comply with any law or with any rules made pursuant thereto or with any rules of any securities
exchange on which such series of Debt Securities may be listed, or to conform to general usage, or as may, consistently herewith, be determined by the officers executing such Debt Securities as evidenced by their execution of the Debt Securities.

 The definitive Debt Securities of each series shall be printed, lithographed or engraved on steel engraved borders or may be produced in
any other manner, all as determined by the officers executing such Debt Securities, as evidenced by their execution of such Debt Securities. 

Section 2.02 Form of Trustee’s Certificate of Authentication. The Trustee’s certificate of authentication on all Debt
Securities authenticated by the Trustee shall be in substantially the following form: 
 TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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

 

			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
	As Trustee
		
	By:	 	  

		 	Authorized Signatory



  
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 Section 2.03 Principal Amount; Issuable in Series. The aggregate principal amount of
Debt Securities which may be issued, executed, authenticated, delivered and outstanding under this Indenture is unlimited. 
 The Debt
Securities may be issued in one or more series in fully registered form. There shall be established, without the approval of any Holders, in or pursuant to a resolution of the Board of Directors and set forth in an Officer’s Certificate, or
established in one or more Indentures supplemental hereto, prior to the issuance of Debt Securities of any series any or all of the following: 

(a) the title of the Debt Securities of the series (which shall distinguish the Debt Securities of the series from all other Debt Securities);

 (b) any limit upon the aggregate principal amount of the Debt Securities of the series which may be authenticated and delivered under
this Indenture (except for Debt Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Debt Securities of the series pursuant to this Article II); 

(c) the date or dates on which the principal of and premium, if any, on the Debt Securities of the series are payable; 

(d) the rate or rates (which may be fixed or variable) at which the Debt Securities of the series shall bear interest, if any, or the method
of determining such rate or rates, the date or dates from which such interest shall accrue, the interest payment dates on which such interest shall be payable, or the method by which such date will be determined, the record dates for the
determination of Holders thereof to whom such interest is payable, or the method by which such date will be determined; and the basis upon which interest will be calculated if other than that of a 360-day year of twelve 30-day months; 

(e) the place or places, if any, in addition to or instead of the Corporate Trust Office of the Trustee, where the principal of, and premium,
if any, and interest on, Debt Securities of the series shall be payable (“Place of Payment”); 
 (f) the price or prices at which,
the period or periods within which and the terms and conditions upon which Debt Securities of the series may be redeemed, in whole or in part, at the option of the Partnership or otherwise; 

(g) if applicable, that the Debt Securities of the series shall be guaranteed and the terms of such guaranty; 

(h) the obligation, if any, of the Partnership to redeem, purchase or repay Debt Securities of the series pursuant to any sinking fund or
analogous provisions or at the option of a Holder thereof, and the price or prices at which and the period or periods within which and the terms and conditions upon which Debt Securities of the series shall be redeemed, purchased or repaid, in whole
or in part, pursuant to such obligations; 
 (i) the terms, if any, upon which the Debt Securities of the series may be convertible into or
exchanged for capital stock (which may be represented by depositary shares), other Debt 

  
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Securities or warrants for capital stock or Debt or other securities of any kind of the Partnership or any other obligor and the terms and conditions upon which such conversion or exchange shall
be effected, including the initial conversion or exchange price or rate, the conversion or exchange period and any other provision in addition to or in lieu of those described herein; 

(j) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which Debt Securities of the series shall be
issuable; 
 (k) if the amount of principal of or any premium or interest on Debt Securities of the series may be determined with reference
to an index or pursuant to a formula, the manner in which such amounts will be determined; 
 (l) if the principal amount payable at the
Stated Maturity of Debt Securities of the series will not be determinable as of any one or more dates prior to such Stated Maturity, the amount which will be deemed to be such principal amount as of any such date for any purpose, including the
principal amount thereof which will be due and payable upon any maturity other than the Stated Maturity or which will be deemed to be Outstanding as of any such date (or, in any such case, the manner in which such deemed principal amount is to be
determined); 
 (m) any changes or additions to Article XI, including the addition of additional covenants that may be subject to the
Covenant Defeasance Option pursuant to Section 11.02(b); 
 (n) if other than the principal amount thereof, the portion of the
principal amount of Debt Securities of the series which shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.01 or provable in bankruptcy pursuant to Section 6.02; 

(o) the terms, if any, of the transfer, mortgage, pledge or assignment as security for the Debt Securities of the series of any properties,
assets, money, proceeds, securities or other collateral, including whether certain provisions of the TIA are applicable and any corresponding changes to provisions of this Indenture as currently in effect; 

(p) any addition to or change in the Events of Default with respect to the Debt Securities of the series and any change in the right of the
Trustee or the Holders to declare the principal of, and premium and interest on, such Debt Securities due and payable; 
 (q) if the Debt
Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities, the terms and conditions, if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual
Debt Securities in definitive registered form; and the Depositary for such Global Security or Securities and the form of any legend or legends to be borne by any such Global Security or Securities in addition to or in lieu of the legend referred to
in Section 2.15(a); 
 (r) any trustees, authenticating or paying agents, transfer agents or registrars; 

(s) the applicability of, and any addition to or change in the covenants and definitions currently set forth in this Indenture or in the terms
currently set forth in Article X, including conditioning any merger, conveyance, transfer or lease permitted by Article X upon the satisfaction of any Debt coverage standard by the Partnership and Successor Company (as defined in Article X); 

  
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 (t) the subordination, if any, of the Debt Securities of the series pursuant to Article XII and
any changes or additions to Article XII or designation of any Designated Senior Indebtedness; 
 (u) with regard to Debt Securities of the
series that do not bear interest, the dates for certain required reports to the Trustee; and 
 (v) any other terms of the Debt Securities
of the series (which terms shall not be prohibited by the provisions of this Indenture). 
 All Debt Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise be provided in or pursuant to such resolution of the Board of Directors and as set forth in such Officer’s Certificate or in any such Indenture supplemental hereto.

 Section 2.04 Execution of Debt Securities. The Debt Securities shall be signed on behalf of the Partnership by at least one
of the Officers of the General Partnership. Such signatures upon the Debt Securities may be the manual or facsimile signatures of the present or any future such authorized officers and may be imprinted or otherwise reproduced on the Debt Securities.

 Only such Debt Securities as shall bear thereon a certificate of authentication substantially in the form hereinbefore recited, signed
manually by the Trustee, shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed on behalf of the Partnership by an Officer shall be conclusive
evidence that the Debt Security so authenticated has been duly authenticated and delivered hereunder. 
 In case any Officer of the General
Partner who shall have signed any of the Debt Securities shall cease to be such Officer before the Debt Securities so signed shall have been authenticated and delivered by the Trustee, or disposed of by the Partnership, such Debt Securities
nevertheless may be authenticated and delivered or disposed of as though the Person who signed such Debt Securities had not ceased to be such Officer; and any Debt Security may be signed on behalf of the Partnership by such Persons as, at the actual
date of the execution of such Debt Security, shall be the proper Officers of the Partnership, although at the date of such Debt Security or of the execution of this Indenture any such Person was not such Officer. 

Section 2.05 Authentication and Delivery of Debt Securities. At any time and from time to time after the execution and delivery of
this Indenture, the Partnership may deliver to the Trustee for authentication Debt Securities of any series executed by the Partnership, and the Trustee shall thereupon authenticate and deliver said Debt Securities to or upon a Partnership Order. In
authenticating such Debt Securities, and accepting the additional responsibilities under this Indenture in relation to such Debt Securities, the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in
relying upon: 
 (a) a copy of any resolution or resolutions of the Board of Directors, certified by the Secretary or Assistant Secretary of
the General Partner, authorizing the terms of issuance of any series of Debt Securities; 

  
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 (b) an executed supplemental Indenture, if any; 

(c) an Officer’s Certificate; and 

(d) an Opinion of Counsel prepared in accordance with Section 13.05 stating to the effect that: 

(i) that the form of such Debt Securities has been established by or pursuant to a resolution of the Board of Directors or by a
supplemental Indenture in conformity with the provisions of this Indenture; and 
 (ii) that such Debt Securities, when
authenticated and delivered by the Trustee and issued by the Partnership in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Partnership, enforceable in
accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and rights of acceleration and the availability of equitable
remedies may be limited by equitable principles of general applicability. 
 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. 
 The Trustee shall have the
right to decline to authenticate and deliver any Debt Securities under this Section 2.05 if the Trustee, being advised by counsel, determines that such action may not lawfully be taken or if the Trustee in good faith by its board of directors
or trustees, executive committee or a trust committee of directors, trustees or Trust Officers (or any combination thereof) shall determine that such action would expose the Trustee, in its sole discretion, to personal liability to existing Holders.

 The Trustee may appoint an authenticating agent reasonably acceptable to the Partnership to authenticate Debt Securities of any series.
Unless limited by the terms of such appointment, an authenticating agent may authenticate Debt Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, paying agent or agent for service of notices and demands. 
 Unless otherwise
provided in the form of Debt Security for any series, each Debt Security shall be dated the date of its authentication. 
 Section 2.06
Denomination of Debt Securities. Unless otherwise provided in the form of Debt Security for any series, the Debt Securities of each series shall be issuable only as fully registered Debt Securities in such Dollar denominations as shall be
specified or contemplated by Section 2.03. In the absence of any such specification with respect to the Debt Securities of any series, the Debt Securities of such series shall be issuable in denominations of $1,000 and any integral multiple
thereof. 

  
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 Section 2.07 Registration of Transfer and Exchange. 

(a) The Partnership shall keep or cause to be kept a register for each series of Debt Securities issued hereunder (hereinafter collectively
referred to as the “Debt Security Register”), in which, subject to such reasonable regulations as it may prescribe, the Partnership shall provide for the registration of all Debt Securities and the transfer of Debt Securities as in this
Article II provided. At all reasonable times the Debt Security Register shall be open for inspection by the Trustee. Subject to Section 2.15, upon due presentment for registration of transfer of any Debt Security at any office or agency to be
maintained by the Partnership in accordance with the provisions of Section 4.02, the Partnership shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Debt Security or Debt Securities of
authorized denominations for a like aggregate principal amount. In no event may Debt Securities be issued as, or exchanged for, bearer securities. 

Unless and until otherwise determined by the Partnership, the Debt Security Register shall be kept at the Corporate Trust Office of the
Trustee and, for this purpose, the Trustee shall be designated “Registrar.” 
 Debt Securities of any series (other than a Global
Security, except as set forth below) may be exchanged for a like aggregate principal amount of Debt Securities of the same series of other authorized denominations. Subject to Section 2.15, Debt Securities to be exchanged shall be surrendered
at the office or agency to be maintained by the Partnership as provided in Section 4.02, and the Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor the Debt Security or Debt Securities which the Holder
making the exchange shall be entitled to receive. 
 (b) All Debt Securities presented or surrendered for registration of transfer, exchange
or payment shall (if so required by the Partnership, the Trustee or the Registrar) be duly endorsed or be accompanied by a written instrument or instruments of transfer, in form satisfactory to the Partnership, the Trustee and the Registrar, duly
executed by the Holder or his attorney duly authorized in writing. 
 All Debt Securities issued in exchange for or upon transfer of Debt
Securities shall be the valid obligations of the Partnership, evidencing the same debt, and entitled to the same benefits under this Indenture as the Debt Securities surrendered for such exchange or transfer. 

No service charge shall be made for any exchange or registration of transfer of Debt Securities (except as provided by Section 2.09), but
the Partnership may require payment of a sum sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in relation thereto, other than those expressly provided in this Indenture to be made at the
Partnership’s own expense or without expense or without charge to the Holders. 
 The Partnership shall not be required (i) to
issue, register the transfer of or exchange any Debt Securities for a period of 15 days next preceding any mailing of notice of redemption of Debt Securities of such series or (ii) to register the transfer of or exchange any Debt Securities
selected, called or being called for redemption. 

  
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 Prior to the due presentation for registration of transfer of any Debt Security, the Partnership,
the Trustee, any paying agent or any Registrar may deem and treat the Person in whose name a Debt Security is registered as the absolute owner of such Debt Security for the purpose of receiving payment of or on account of the principal of, and
premium, if any, and (subject to Section 2.12) interest on, such Debt Security and for all other purposes whatsoever, whether or not such Debt Security is overdue, and none of the Partnership, the Trustee, any paying agent or any Registrar
shall be affected by notice to the contrary. 
 None of the Partnership, the Trustee, any agent of the Trustee, any paying agent or any
Registrar 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. 
 None of the Partnership, the Trustee, any agent of the Trustee, any paying agent or any Registrar
will have any responsibility or obligation to any beneficial owner in a Global Security, an agent member or participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any agent member, with respect
to any ownership interest in the Debt Securities or with respect to the delivery to any agent member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount, under
or with respect to such Debt Securities. All notices and communications to be given to the Holders and all payments to be made to Holders under the Debt Securities and this Indenture shall be given or made only to or upon the order of the registered
holders (which shall be the Depositary or its nominee in the case of the Global Security). The rights of beneficial owners in the Global Security shall be exercised only through the Depositary subject to the applicable procedures. The Trustee, any
paying agent and any Registrar shall be entitled to rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial owners. The Trustee, any paying agent and any
Registrar shall be entitled to deal with the Depositary, and any nominee thereof, that is the registered holder of any Global Security for all purposes of this Indenture relating to such Global Security (including the payment of principal, premium,
if any, and interest and additional amounts, if any, and the giving of instructions or directions by or to the owner or holder of a beneficial ownership interest in such Global Security) as the sole holder of such Global Security and shall have no
obligations to the beneficial owners thereof. None of the Trustee, any paying agent or any Registrar shall have any responsibility or liability for any acts or omissions of the Depositary with respect to such Global Security, for the records of any
such depositary, including records in respect of beneficial ownership interests in respect of any such Global Security, for any transactions between the Depositary and any agent member or between or among the Depositary, any such agent member and/or
any holder or owner of a beneficial interest in such Global Security, or for any transfers of beneficial interests in any such Global Security. 

Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Partnership, the Trustee, or any agent of
the Partnership or the Trustee from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or 

  
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its nominee), as a Holder, with respect to such Global Security or shall impair, as between such Depositary and owners of beneficial interests in such Global Security, the operation of customary
practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Global Security. 
 Section 2.08
Temporary Debt Securities. Pending the preparation of definitive Debt Securities of any series, the Partnership may execute and the Trustee shall authenticate and deliver temporary Debt Securities (printed, lithographed, photocopied,
typewritten or otherwise produced) of any authorized denomination, and substantially in the form of the definitive Debt Securities in lieu of which they are issued, in registered form with such omissions, insertions and variations as may be
appropriate for temporary Debt Securities, all as may be determined by the Partnership with the concurrence of the Trustee. Temporary Debt Securities may contain such reference to any provisions of this Indenture as may be appropriate. Every
temporary Debt Security shall be executed by the Partnership and be authenticated by the Trustee upon the same conditions and in substantially the same manner, and with like effect, as the definitive Debt Securities. 

If temporary Debt Securities of any series are issued, the Partnership will cause definitive Debt Securities of such series to be prepared
without unreasonable delay. After the preparation of definitive Debt Securities of such series, the temporary Debt Securities of such series shall be exchangeable for definitive Debt Securities of such series upon surrender of the temporary Debt
Securities of such series at the office or agency of the Partnership at a Place of Payment for such series, without charge to the Holder thereof, except as provided in Section 2.07 in connection with a transfer. Upon surrender for cancellation
of any one or more temporary Debt Securities of any series, the Partnership shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Debt Securities of the same series of authorized
denominations and of like tenor. Until so exchanged, temporary Debt Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Debt Securities of such series. 

Upon any exchange of a portion of a temporary Global Security for a definitive Global Security or for the individual Debt Securities
represented thereby pursuant to Section 2.07 or this Section 2.08, the temporary Global Security shall be endorsed by the Trustee to reflect the reduction of the principal amount evidenced thereby, whereupon the principal amount of such
temporary Global Security shall be reduced for all purposes by the amount to be exchanged and endorsed. 
 Section 2.09 Mutilated,
Destroyed, Lost or Stolen Debt Securities. If (a) any mutilated Debt Security is surrendered to the Trustee at its Corporate Trust Office or (b) the Partnership and the Trustee receive evidence to their satisfaction of the destruction,
loss or theft of any Debt Security, and there is delivered to the Partnership and the Trustee such security or indemnity as may be required by them to save each of them and any paying agent harmless, and neither the Partnership nor the Trustee
receives notice that such Debt Security has been acquired by a protected purchaser, then the Partnership shall execute and, upon a Partnership Order, the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Debt Security, a new Debt Security of the same series of like tenor, form, terms and principal amount, bearing a number not contemporaneously Outstanding. Upon 

  
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the issuance of any substituted Debt Security, the Partnership or the Trustee may require the payment of a sum sufficient to cover any tax, fee, assessment or other governmental charge that may
be imposed in relation thereto and any other expenses connected therewith. In case any Debt Security which has matured or is about to mature or which has been called for redemption shall become mutilated or be destroyed, lost or stolen, the
Partnership may, instead of issuing a substituted Debt Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Debt Security) if the applicant for such payment shall furnish the Partnership and
the Trustee with such security or indemnity as either may require to save it harmless from all risk, however remote, and, in case of destruction, loss or theft, evidence to the satisfaction of the Partnership and the Trustee of the destruction, loss
or theft of such Debt Security and of the ownership thereof. 
 Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.09 by virtue of the fact that any Debt Security is destroyed, lost or stolen shall constitute an original additional contractual obligation of the Partnership, whether or not the destroyed, lost or stolen Debt
Security shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Debt Securities of that series duly issued hereunder. All Debt Securities shall be held and owned
upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Debt Securities, and shall preclude any and all other rights or remedies, notwithstanding any
law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. 

Section 2.10 Cancellation of Surrendered Debt Securities. All Debt Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to the Partnership or any paying agent or a Registrar, be delivered to the Trustee for cancellation by it, or if surrendered to the Trustee, shall be canceled by it, and no Debt Securities shall be issued
in lieu thereof except as expressly permitted by any of the provisions of this Indenture. All canceled Debt Securities held by the Trustee shall be disposed of in accordance with the Trustee’s then standard procedures (subject to the record
retention requirements of the Exchange Act) and, on request of the Partnership, certification of their disposition delivered to the Partnership, unless otherwise directed. On request of the Partnership, the Trustee shall deliver to the Partnership
canceled Debt Securities held by the Trustee. If the Partnership shall acquire any of the Debt Securities, however, such acquisition shall not operate as a redemption or satisfaction of the Debt represented thereby unless and until the same are
delivered or surrendered to the Trustee for cancellation. The Partnership may not issue new Debt Securities to replace Debt Securities it has redeemed, paid or delivered to the Trustee for cancellation, except as otherwise provided in this
Indenture. 
 Section 2.11 Provisions of the Indenture and Debt Securities for the Sole Benefit of the Parties and the Holders.
Nothing in this Indenture or in the Debt Securities, expressed or implied, shall give or be construed to give to any Person, other than the parties hereto, the Holders or any Registrar or paying agent, any legal or equitable right, remedy or claim
under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all its covenants, conditions and provisions being for the sole benefit of the parties hereto, the Holders and any Registrar and paying agents.


  
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 Section 2.12 Payment of Interest; Interest Rights Preserved. 

(a) Interest on any Debt Security that is payable and is punctually paid or duly provided for on any interest payment date shall be paid to
the Person in whose name such Debt Security is registered at the close of business on the regular record date for such interest notwithstanding the cancellation of such Debt Security upon any transfer or exchange subsequent to the regular record
date. Payment of interest on Debt Securities shall be made at the Corporate Trust Office of the Trustee (except as otherwise specified pursuant to Section 2.03), or at the option of the Partnership, by check mailed to the address of the Person
entitled thereto as such address shall appear in the Debt Security Register or, if provided pursuant to Section 2.03 and in accordance with arrangements satisfactory to the Trustee, at the option of the Holder by wire transfer to an account
designated by the Holder. 
 (b) Subject to the foregoing provisions of this Section 2.12 and Section 2.17, each Debt Security of
a particular series delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Debt Security of the same series shall carry the rights to interest accrued and unpaid, and to accrue, which were carried
by such other Debt Security. 
 Section 2.13 Securities Denominated in Dollars. Except as otherwise specified pursuant to
Section 2.03 for Debt Securities of any series, payment of the principal of, and premium, if any, and interest on, Debt Securities of such series will be made in Dollars. 

Section 2.14 Wire Transfers. Notwithstanding any other provision to the contrary in this Indenture, the Partnership shall make any
payment of money required to be deposited with the Trustee on account of principal of, or premium, if any, or interest on, the Debt Securities (whether pursuant to optional or mandatory redemption payments, interest payments or otherwise) by wire
transfer in immediately available funds to an account designated by the Trustee by 11:00 a.m., New York City time, on the date such money is to be paid to the Holders of the Debt Securities in accordance with the terms hereof. 

Section 2.15 Securities Issuable in the Form of a Global Security. 

(a) If the Partnership shall establish pursuant to Sections 2.01 and 2.03 that the Debt Securities of a particular series are to be issued in
whole or in part in the form of one or more Global Securities, then the Partnership shall execute and the Trustee or its agent shall, in accordance with Section 2.05, authenticate and deliver, such Global Security or Securities, which shall
represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Debt Securities of such series to be represented by such Global Security or Securities, or such portion thereof as the Partnership shall
specify in an Officer’s Certificate, shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, shall be delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary’s
instruction and shall bear a legend substantially to the following effect: 
 “UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY


  
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CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN. 
 TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A
SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO HEREIN.” 

or such other legend as may then be required by the Depositary for such Global Security or Securities. 

(b) Notwithstanding any other provision of this Section 2.15 or of Section 2.07 to the contrary, and subject to the provisions of
paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole or in part for definitive Debt Securities in registered form, a Global Security may be transferred, in whole but not in
part and in the manner provided in Section 2.07, only by the Depositary to a nominee of the Depositary for such Global Security, or by a nominee of the Depositary to the Depositary or another nominee of the Depositary, or by the Depositary or a
nominee of the Depositary to a successor Depositary for such Global Security selected or approved by the Partnership, or to a nominee of such successor Depositary. 

(c) (i) If at any time the Depositary for a Global Security or Securities notifies the Partnership that it is unwilling or unable to continue
as Depositary for such Global Security or Securities or if at any time the Depositary for the Debt Securities for such series shall no longer be eligible or in good standing under the Exchange Act or other applicable statute, rule or regulation, the
Partnership shall appoint a successor Depositary with respect to such Global Security or Securities. If a successor Depositary for such Global Security or Securities is not appointed by the Partnership within 90 days after the Partnership receives
such notice or becomes aware of such ineligibility, the Partnership shall execute, and the Trustee or its agent, upon receipt of a Partnership Order for the authentication and delivery of such individual Debt Securities of such series in exchange
for such Global Security or Securities, will authenticate and deliver, individual Debt Securities of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Security or
Securities in exchange for such Global Security or Securities. 
 (ii) The Partnership may at any time and in its sole
discretion, subject to the procedures of the Depositary, determine that the Debt Securities of any series or portion thereof issued or issuable in the form of one or more Global Securities shall no longer be represented by such Global Security or
Securities. In such event, or if such Depositary so requests during the continuance of an Event of Default with respect to the series of Debt 

  
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Securities represented by such Global Security or Securities, the Partnership will execute, and the Trustee, upon receipt of a Partnership Order for the authentication and delivery of individual
Debt Securities of such series in exchange in whole or in part for such Global Security or Securities, will authenticate and deliver individual Debt Securities of such series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such series or portion thereof in exchange for such Global Security or Securities. 

(iii) If specified by the Partnership pursuant to Sections 2.01 and 2.03 with respect to Debt Securities issued or issuable in
the form of a Global Security, the Depositary for such Global Security may surrender such Global Security in exchange in whole or in part for individual Debt Securities of such series of like tenor and terms in definitive form on such terms as are
acceptable to the Partnership, the Trustee and such Depositary. Thereupon the Partnership shall execute, and the Trustee or its agent upon receipt of a Partnership Order for the authentication and delivery of definitive Debt Securities of such
series shall authenticate and deliver, without service charge, to each Person specified by such Depositary a new Debt Security or Securities of the same series of like tenor and terms and of any authorized denomination as requested by such Person in
aggregate principal amount equal to and in exchange for such Person’s beneficial interest in the Global Security; and to such Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference, if
any, between the principal amount of the surrendered Global Security and the aggregate principal amount of Debt Securities delivered to Holders thereof. 

(iv) In any exchange provided for in any of the preceding three paragraphs, the Partnership will execute and the Trustee or its
agent will authenticate and deliver individual Debt Securities. Upon the exchange of the entire principal amount of a Global Security for individual Debt Securities, such Global Security shall be canceled by the Trustee or its agent. Except as
provided in the preceding paragraph, Debt Securities issued in exchange for a Global Security pursuant to this Section 2.15 shall be registered in such names and in such authorized denominations as the Depositary for such Global Security,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the Trustee or the Registrar. The Trustee or the Registrar shall deliver such Debt Securities to the Persons in whose names such Debt Securities are so
registered. 
 (v) Payments in respect of the principal of and interest on any Debt Securities issued in global form and
registered in the name of the Depositary or its nominee will be payable to the Depositary or such nominee in its capacity as the registered owner of such Global Security. The Partnership and the Trustee may treat the Person in whose name the Debt
Securities, including the Global Security, are registered as the owner thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. None of the Partnership, the Trustee, any Registrar, the paying agent or any
agent of the Partnership or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of the beneficial ownership interests of the Global Security by the Depositary or its nominee or
any of the Depositary’s direct or indirect participants, or for maintaining, supervising or reviewing any records of the Depositary, its nominee or any of its direct or indirect participants relating to the


  
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beneficial ownership interests of the Global Security, the payments to the beneficial owners of the Global Security of amounts paid to the Depositary or its nominee, or any other matter relating
to the actions and practices of the Depositary, its nominee or any of its direct or indirect participants. None of the Partnership, the Trustee or any such agent will be liable for any delay by the Depositary, its nominee, or any of its direct or
indirect participants in identifying the beneficial owners of the Debt Securities, and the Partnership and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Depositary or its nominee for all purposes
(including with respect to the registration and delivery, and the respective principal amounts, of the individual Debt Securities to be issued). 

Section 2.16 Medium Term Securities. Notwithstanding any contrary provision herein, if all Debt Securities of a series are not to
be originally issued at one time, it shall not be necessary for the Partnership to deliver to the Trustee an Officer’s Certificate, resolutions of the Board of Directors, supplemental Indenture, Opinion of Counsel or written order or any other
document otherwise required pursuant to Section 2.01, 2.03, 2.05 or 13.05 at or prior to the time of authentication of each Debt Security of such series if such documents are delivered to the Trustee or its agent at or prior to the
authentication upon original issuance of the first such Debt Security of such series to be issued; provided, that any subsequent request by the Partnership to the Trustee to authenticate Debt Securities of such series upon original issuance shall
constitute a representation and warranty by the Partnership that, as of the date of such request, the statements made in the Officer’s Certificate delivered pursuant to Section 2.05 or 13.05 shall be true and correct as if made on such
date and that the Opinion of Counsel delivered at or prior to such time of authentication of an original issuance of Debt Securities shall specifically state that it shall relate to all subsequent issuances of Debt Securities of such series that are
identical to the Debt Securities issued in the first issuance of Debt Securities of such series. 
 A Partnership Order delivered by the
Partnership to the Trustee in the circumstances set forth in the preceding paragraph may provide that Debt Securities that are the subject thereof will be authenticated and delivered by the Trustee or its agent on original issue from time to time
upon the telephonic or written order of Persons designated in such written order (any such telephonic instructions to be promptly confirmed in writing by such Person) and that such Persons are authorized to determine, consistent with the
Officer’s Certificate, supplemental Indenture or resolution of the Board of Directors relating to such written order, such terms and conditions of such Debt Securities as are specified in such Officer’s Certificate, supplemental Indenture
or such resolution. 
 Section 2.17 Defaulted Interest. Any interest on any Debt Security of a particular series which is
payable, but is not punctually paid or duly provided for, on the dates and in the manner provided in the Debt Securities of such series and in this Indenture (herein called “Defaulted Interest”) shall forthwith cease to be payable to the
Holder thereof on the relevant record date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Partnership, at its election in each case, as provided in clause (i) or (ii) below: 

(i) The Partnership may elect to make payment of any Defaulted Interest to the Persons in whose names the Debt Securities of
such series are registered at the close of business on a special record date for the payment of such Defaulted Interest, which 

  
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shall be fixed in the following manner. The Partnership shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Debt Security of such series and
the date of the proposed payment, and at the same time the Partnership shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory
to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a
special record date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the
proposed payment. The Trustee shall promptly notify the Partnership of such special record date and, in the name and at the expense of the Partnership, shall cause notice of the proposed payment of such Defaulted Interest and the special record date
therefor to be mailed, first class postage pre-paid, to each Holder thereof at its address as it appears in the Debt 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 so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Debt Securities of such series are registered at the close of business on such special record date. 

(ii) The Partnership may make payment of any Defaulted Interest on the Debt Securities of such series in any other lawful
manner not inconsistent with the requirements of any securities exchange on which the Debt Securities of such series may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Partnership to the Trustee of
the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 
 Section 2.18
CUSIP and ISIN Numbers. The Partnership in issuing the Debt Securities may use “CUSIP” and corresponding “ISIN” or other similar numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and
corresponding “ISIN” or other similar 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 accuracy of such numbers either as printed on the Debt
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 Debt Securities, and any such redemption shall not be affected by any defect in or omission of such
numbers. The Partnership will promptly notify the Trustee in writing of any change in the “CUSIP” or “ISIN” or other similar numbers. 

Section 2.19 Calculation of Original Issue Discount. If any Original Issue Discount Debt Securities are Outstanding, the
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 Original Issue Discount
Debt Securities as of the end of such year and (ii) such other specific information relating to such Original Issue Discount Debt Securities as may be required to be provided to the Trustee or to the holders of the Debt Securities pursuant to
the Code, and the regulations issued thereunder. 

  
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 ARTICLE III 

REDEMPTION OF DEBT SECURITIES 

Section 3.01 Applicability of Article. The provisions of this Article shall be applicable to the Debt Securities of any series
which are redeemable before their Stated Maturity except as otherwise specified as contemplated by Section 2.03 for Debt Securities of such series. 

Section 3.02 Notice of Redemption; Selection of Debt Securities. In case the Partnership shall desire to exercise the right to
redeem all or, as the case may be, any part of the Debt Securities of any series in accordance with their terms, by resolution of the Board of Directors or a supplemental Indenture, the Partnership shall fix a date for redemption and shall give
notice of such redemption at least 30 and not more than 60 days prior to the date fixed for redemption to the Holders of Debt Securities of such series so to be redeemed as a whole or in part, in the manner provided in Section 13.03; provided,
however, such notice may be given more than 60 days prior to the Redemption Date if the notice is given in connection with a satisfaction and discharge pursuant to Section 11.02(a). The notice if given in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defect in the notice to the Holder of any Debt Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption of any other Debt Security of such series. 
 Each such
notice of redemption shall specify (i) the Redemption Date, (ii) the redemption price at which Debt Securities of such series are to be redeemed (or the method of calculating such redemption price), (iii) the Place or Places of
Payment that payment will be made upon presentation and surrender of such Debt Securities, (iv) that any interest accrued to the Redemption Date will be paid as specified in said notice, (v) that the redemption is for a sinking fund
payment (if applicable), (vi) that, unless otherwise specified in such notice, if the Partnership defaults in making such redemption payment or if the Debt Securities of that series are subordinated pursuant to the terms of Article XII, the
paying agent is prohibited from making such payment pursuant to the terms of this Indenture, (vii) that on and after said date any interest thereon or on the portions thereof to be redeemed will cease to accrue, (viii) that in the case of
Original Issue Discount Securities original issue discount accrued after the Redemption Date will cease to accrue, (ix) the terms of the Debt Securities of that series pursuant to which the Debt Securities of that series are being redeemed and
(x) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Debt Securities of that series. If less than all the Debt Securities of a series are to be
redeemed at any time, the notice of redemption shall specify the certificate numbers of the Debt Securities of that series to be redeemed that are not in global form. In case any Debt Security of a series is to be redeemed in part only, the notice
of redemption shall state the portion of the principal amount thereof to be redeemed and shall state that on and after the Redemption Date, upon surrender of such Debt Security, a new Debt Security or Debt Securities of that series in principal
amount equal to the unredeemed portion thereof, will be issued. 
 At least five days before giving of any notice of redemption, unless the
Trustee consents to a shorter period, the Partnership shall give written notice to the Trustee of the Redemption Date, the principal amount of Debt Securities to be redeemed and the series and terms of the


  
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Debt Securities pursuant to which such redemption will occur. Such notice shall be accompanied by an Officer’s Certificate and an Opinion of Counsel from the Partnership to the effect that
such redemption will comply with the conditions herein, and such notice may be revoked at any time prior to the giving of a notice of redemption to the Holders pursuant to this Section 3.02. If fewer than all the Debt Securities of a series are
to be redeemed, the record date relating to such redemption shall be selected by the Partnership and given in writing to the Trustee, which record date shall be not less than three days after the date of notice to the Trustee. 

By 11:00 a.m., New York City time, on the Redemption Date for any Debt Securities, the Partnership shall deposit with the Trustee or with a
paying agent (or, if the Partnership is acting as its own paying agent, segregate and hold in trust) an amount of money in Dollars (except as provided pursuant to Section 2.03) sufficient to pay the redemption price of such Debt Securities or
any portions thereof that are to be redeemed on that date, together with any interest accrued to the Redemption Date. 
 If less than all
the Debt Securities of like tenor and terms of a series are to be redeemed (other than pursuant to a mandatory sinking fund), the Trustee shall select, on a pro rata basis, by lot or by such other method as in its sole discretion it shall deem
appropriate and fair (or, in the case of Debt Securities represented by a Global Security, by such method as the Depositary may require), the Debt Securities of that series or portions thereof (in multiples of $1,000) to be redeemed. In any case
where more than one Debt Security of such series is registered in the same name, the Trustee in its discretion may treat the aggregate principal amount so registered as if it were represented by one Debt Security of such series. The Trustee shall
promptly notify the Partnership in writing of the Debt Securities selected for redemption and, in the case of any Debt Securities selected for partial redemption, the principal amount thereof to be redeemed. If any Debt Security called for
redemption shall not be so paid upon surrender thereof on such Redemption Date, the principal, premium, if any, and interest shall bear interest until paid from the Redemption Date at the rate borne by the Debt Securities of that series. If less
than all the Debt Securities of unlike tenor and terms of a series are to be redeemed, the particular Debt Securities to be redeemed shall be selected by the Partnership. Provisions of this Indenture that apply to Debt Securities called for
redemption also apply to portions of Debt Securities called for redemption. 
 Section 3.03 Payment of Debt Securities Called for
Redemption. If notice of redemption has been given as provided in Section 3.02, the Debt Securities or portions of Debt Securities of the series with respect to which such notice has been given shall become due and payable on the date and
at the Place or Places of Payment stated in such notice at the applicable redemption price, together with any interest accrued to the Redemption Date, and on and after said date (unless the Partnership shall default in the payment of such Debt
Securities at the applicable redemption price, together with any interest accrued to said date) any interest on the Debt Securities or portions of Debt Securities of any series so called for redemption shall cease to accrue, and any original issue
discount in the case of Original Issue Discount Securities shall cease to accrue. On presentation and surrender of such Debt Securities at the Place or Places of Payment in said notice specified, the said Debt Securities or the specified portions
thereof shall be paid and redeemed by the Partnership at the applicable redemption price, together with any interest accrued thereon to the Redemption Date. 

  
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 Any Debt Security that is to be redeemed only in part shall be surrendered at the Place of
Payment with, if the Partnership, the Registrar or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Partnership, the Registrar and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing, and the Partnership shall execute, and the Trustee shall authenticate and deliver to the Holder of such Debt Security without service charge, a new Debt Security or Debt Securities of the same series, of like
tenor and form, 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 Debt Security so surrendered; except that if a Global Security is so
surrendered, the Partnership shall execute, and the Trustee shall authenticate and deliver to the Depositary for such Global Security, without service charge, a new Global Security in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Global Security so surrendered. In the case of a Debt Security providing appropriate space for such notation, at the option of the Holder thereof, the Trustee, in lieu of delivering a new Debt Security or Debt
Securities as aforesaid, may make a notation on such Debt Security of the payment of the redeemed portion thereof. 
 Section 3.04
Mandatory and Optional Sinking Funds. The minimum amount of any sinking fund payment provided for by the terms of Debt Securities of any series, resolution of the Board of Directors or a supplemental Indenture 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 Debt Securities of any series, resolution of the Board of Directors or a supplemental Indenture is herein referred to as an
“optional sinking fund payment.” 
 In lieu of making all or any part of any mandatory sinking fund payment with respect to any
Debt Securities of a series in cash, the Partnership may at its option (a) deliver to the Trustee Debt Securities of that series theretofore purchased or otherwise acquired by the Partnership or (b) receive credit for the principal amount
of Debt Securities of that series which have been redeemed either at the election of the Partnership pursuant to the terms of such Debt Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such
Debt Securities, resolution or supplemental Indenture; provided, that such Debt Securities have not been previously so credited. Such Debt Securities shall be received and credited for such purpose by the Trustee at the redemption price specified in
such Debt Securities, resolution or supplemental Indenture for redemption through operation of the sinking fund and the amount of such mandatory sinking fund payment shall be reduced accordingly. 

Section 3.05 Redemption of Debt Securities for Sinking Fund. Not less than 60 days prior to each sinking fund payment date for any
series of Debt Securities, the Partnership will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of that series, any resolution or supplemental
Indenture, 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 Debt Securities of that series pursuant to this Section 3.05 (which Debt
Securities, if not previously redeemed, will accompany such certificate) and whether the Partnership intends to exercise its right to make any permitted optional sinking fund payment with respect to such series. Such certificate shall also state
that no Event of Default has occurred and is continuing with respect to such series. Such certificate shall be irrevocable, and upon its delivery, the Partnership shall be obligated to make the cash 


  
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payment or payments therein referred to, if any, by 11:00 a.m., New York City time, on the next succeeding sinking fund payment date. Failure of the Partnership to deliver such certificate (or to
deliver the Debt Securities specified in this paragraph) shall not constitute a Default, but such failure shall require that the sinking fund payment due on the next succeeding sinking fund payment date for that series shall be paid entirely in cash
and shall be sufficient to redeem the principal amount of such Debt Securities subject to a mandatory sinking fund payment without the option to deliver or credit Debt Securities as provided in this Section 3.05 and without the right to make
any optional sinking fund payment, if any, with respect to such series. 
 Any sinking fund payment or payments (mandatory or optional) made
in cash plus any unused balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000 (or a lesser sum if the Partnership shall so request) with respect to the Debt Securities of any particular series shall be
applied by the Trustee on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date following the date of such payment) to the redemption of such
Debt Securities at the redemption price specified in such Debt Securities, resolution or supplemental Indenture for operation of the sinking fund together with any accrued interest to the date fixed for redemption. Any sinking fund money not so
applied or allocated by the Trustee to the redemption of Debt Securities shall be added to the next cash sinking fund payment received by the Trustee for such series and, together with such payment, shall be applied in accordance with the provisions
of this Section 3.05. Any and all sinking fund money with respect to the Debt Securities of any particular series held by the Trustee on the last sinking fund payment date with respect to Debt Securities of such series and not held for the
payment or redemption of particular Debt Securities shall be applied by the Trustee, together with other money, if necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Debt Securities of that series at its
Stated Maturity. 
 The Trustee shall select the Debt Securities to be redeemed upon such sinking fund payment date in the manner specified
in the last paragraph of Section 3.02, and the Partnership shall cause notice of the redemption thereof to be given in the manner provided in Section 3.02 except that the notice of redemption shall also state that the Debt Securities are
being redeemed by operation of the sinking fund. Such notice having been duly given, the redemption of such Debt Securities shall be made upon the terms and in the manner stated in Section 3.03. 

The Trustee shall not redeem any Debt Securities of a series with sinking fund money or mail any notice of redemption of such Debt Securities
by operation of the sinking fund for such series during the continuance of a Default in payment of interest on such Debt Securities or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect
to such Debt Securities, except that if the notice of redemption of any such Debt Securities shall theretofore have been mailed in accordance with the provisions hereof, the Trustee shall redeem such Debt Securities if cash sufficient for that
purpose shall be deposited with the Trustee for that purpose in accordance with the terms of this Article III. Except as aforesaid, any money in the sinking fund for such series at the time when any such Default or Event of Default shall occur and
any money thereafter paid into such sinking fund shall, during the continuance of such Default or Event of Default, be held as security for the payment of such Debt Securities; provided, however, that in case such Default or Event of Default shall
have been cured or waived as provided herein, such money shall thereafter be applied on the next sinking fund payment date for such Debt Securities on which such money may be applied pursuant to the provisions of this Section 3.05. 

  
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 ARTICLE IV 

PARTICULAR COVENANTS OF THE PARTNERSHIP 

Section 4.01 Payment of Principal of, and Premium, If Any, and Interest on, Debt Securities. The Partnership, for the benefit of
each series of Debt Securities, will duly and punctually pay or cause to be paid the principal of, and premium, if any, and interest on, each of the Debt Securities at the place, at the respective times and in the manner provided herein or in the
Debt Securities. Each installment of interest on the Debt Securities (other than those represented by a Global Security) may at the Partnership’s option be paid by mailing checks for such interest payable to the Person entitled thereto pursuant
to Section 2.07(a) to the address of such Person as it appears on the Debt Security Register. 
 The Partnership shall pay interest on
overdue principal or premium, if any, at the rate specified therefor in the Debt Securities, and it shall pay interest on overdue installments of interest at the same rate to the extent lawful. 

Section 4.02 Maintenance of Offices or Agencies for Registration of Transfer, Exchange and Payment of Debt Securities. The
Partnership will maintain in each Place of Payment for any series of Debt Securities an office or agency where Debt Securities of such series may be presented or surrendered for payment. The Partnership shall also maintain (in or outside such Place
of Payment) an office or agency where Debt Securities of such series may be surrendered for transfer or exchange and where notices and demands to or upon the Partnership in respect of the Debt Securities of such series and this Indenture may be
served. Unless otherwise specified in a resolution of the Board of Directors or an Indenture supplemental hereto with respect to a series of Debt Securities, such office or agency shall be the Corporate Trust Office of the Trustee. The Partnership
will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Partnership shall fail to maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Partnership hereby appoints the Trustee as its agent to receive all presentations, surrenders,
notices and demands. 
 The Partnership may also from time to time designate different or additional offices or agencies to be maintained
for such purposes (in or outside of such Place of Payment), and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Partnership of its obligations described in
the preceding paragraph. The Partnership will give prompt written notice to the Trustee of any such additional designation or rescission of designation and any change in the location of any such different or additional office or agency. 

Section 4.03 Appointment to Fill a Vacancy in the Office of Trustee. The Partnership, whenever necessary to avoid or fill a
vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.08, a Trustee, so that there shall at all times be a Trustee hereunder with respect to each series of Debt Securities. 

  
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 Section 4.04 Duties of Paying Agents, etc. 

(a) The Partnership shall cause each paying agent, if any, other than the Trustee, to execute and deliver to the Trustee an instrument in
which such agent shall agree with the Trustee, subject to the provisions of this Section 4.04, 
 (i) that it will hold
all sums held by it as such agent for the payment of the principal of, and premium, if any, or interest on, the Debt Securities of any series (whether such sums have been paid to it by the Partnership or by any other obligor on the Debt Securities
of such series) in trust for the benefit of the Holders of the Debt Securities of such series; 
 (ii) that it will give the
Trustee notice of any failure by the Partnership (or by any other obligor on the Debt Securities of such series) to make any payment of the principal of, and premium, if any, or interest on, the Debt Securities of such series when the same shall be
due and payable; and 
 (iii) that it will at any time during the continuance of an Event of Default, upon the written
request of the Trustee, forthwith pay to the Trustee all sums so held by it as such agent. 
 (b) If the Partnership shall act as its own
paying agent, it will, on or before each due date of the principal of, and premium, if any, or interest on, the Debt Securities of any series, set aside, segregate and hold in trust for the benefit of the Holders of the Debt Securities of such
series a sum sufficient to pay such principal, premium, if any, or interest so becoming due. The Partnership will promptly notify the Trustee of any failure by the Partnership to take such action or the failure by any other obligor on such Debt
Securities to make any payment of the principal of, and premium, if any, or interest on, such Debt Securities when the same shall be due and payable. 

(c) Anything in this Section 4.04 to the contrary notwithstanding, the 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 it or any paying agent, as required by this Section 4.04, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Partnership or such paying agent. 
 (d) Whenever the Partnership shall have one or
more paying agents with respect to any series of Debt Securities, it will, prior to each due date of the principal of, and premium, if any, or interest on, any Debt Securities of such series, deposit with any such paying agent a sum sufficient to
pay the principal, premium or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless any such paying agent is the Trustee) the Partnership will promptly notify the Trustee of its action or
failure so to act. 
 (e) Anything in this Section 4.04 to the contrary notwithstanding, the agreement to hold sums in trust as
provided in this Section 4.04 is subject to the provisions of Section 11.05. 

  
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 Section 4.05 SEC Reports; Financial Statements. 

(a) The Partnership shall, so long as any of the Debt Securities are Outstanding, file with the Trustee, within 15 days after it files the
same with the SEC, unless such reports are available on the SEC’s EDGAR filing system (or any successor thereto), copies of the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) that the Partnership is required to file with the SEC pursuant to Section 13 or 15 (d) of the Exchange Act. The Partnership shall also comply with the provisions of Section 314(a) of
the TIA. 
 (b) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Partnership’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on one or more Officer’s Certificates). 
 Section 4.06 Compliance
Certificate. 
 (a) The Partnership shall, so long as any of the Debt Securities are Outstanding, deliver to the Trustee, within 120
days after the end of each fiscal year of the Partnership, an Officer’s Certificate stating that a review of the activities of the Partnership and its Subsidiaries during the preceding fiscal year has been made under the supervision of the
Officer signing the certificate with a view to determining whether the Partnership has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best
of his or her knowledge, the Partnership has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof,
without regard to any grace period or requirement of notice required by this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge and what
action the Partnership is taking or proposes to take with respect thereto). 
 (b) The Partnership shall, so long as any of the Debt
Securities are Outstanding, deliver to the Trustee within ten business days after the occurrence of any Default or Event of Default under this Indenture, an Officer’s Certificate specifying such Default or Event of Default, the status thereof
and what action the Partnership is taking or proposes to take with respect thereto. 
 Section 4.07 Further Instruments and
Acts. The Partnership will, upon request of the Trustee, execute and deliver such further instruments and do such further acts as may reasonably be necessary or proper to carry out more effectually the purposes of this Indenture. 

Section 4.08 Existence. Except as permitted by Article X hereof, the Partnership shall do or cause to be done all things necessary
to preserve and keep in full force and effect its existence. 
 Section 4.09 Waiver of Certain Covenants. The Partnership may,
with respect to the Debt Securities of any series, omit in any particular instance to comply with any covenant set 

  
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forth in this Article IV (except Section 4.01) or made applicable to such Debt Securities pursuant to Section 2.03, if, before or after the time for such compliance, the Holders of at
least a majority in principal amount of the Outstanding Debt Securities of each series affected, waive such compliance in such instance with such covenant, but no such waiver shall extend to or affect such covenant except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the Partnership and the duties of the Trustee in respect of any such covenant shall remain in full force and effect. 

ARTICLE V 
 HOLDERS’
LISTS AND REPORTS BY THE TRUSTEE 
 Section 5.01 Partnership to Furnish Trustee Information as to Names and Addresses of
Holders; Preservation of Information. The Partnership covenants and agrees that it will furnish or cause to be furnished to the Trustee with respect to the Debt Securities of each series: 

(a) not more than 10 days after each record date with respect to the payment of interest, if any, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such record date, and 
 (b) at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Partnership of any such request, a list of similar form and contents 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 shall be the Registrar, such lists shall not be required to be furnished. 

The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the Holders
(i) contained in the most recent list furnished to it as provided in this Section 5.01 or (ii) received by it in the capacity of paying agent or Registrar (if so acting) hereunder. 

The Trustee may destroy any list furnished to it as provided in this Section 5.01 upon receipt of a new list so furnished. 

Section 5.02 Communications to Holders. Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with
respect to their rights under this Indenture or the Debt Securities. The Partnership, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA. 

Section 5.03 Reports by Trustee. Within 60 days after each [    ], beginning with the first
[    ] following the date of this Indenture, and in any event on or before April 1 in each year, the Trustee shall mail to Holders a brief report dated as of such [    ] that complies with
Section 313(a) of the TIA; provided, however, that if no event described in Section 313(a) of the TIA has occurred within the twelve months preceding the reporting date, no report need be transmitted. The Trustee also shall comply with
Section 313(b) of the TIA. 
 Reports pursuant to this Section 5.03 shall be transmitted by mail: 

(a) to all Holders, as the names and addresses of such Holders appear in the Debt Security Register; and 

  
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 (b) except in the cases of reports under Section 313(b)(2) of the TIA, to each Holder of a
Debt Security of any series whose name and address appear in the information preserved at the time by the Trustee in accordance with Section 5.01. 

A copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange (if any) on which the Debt
Securities of any series are listed. The Partnership agrees to notify promptly the Trustee whenever the Debt Securities of any series become listed on any stock exchange and of any delisting thereof. 

Section 5.04 Record Dates for Action by Holders. If the Partnership shall solicit from the Holders of Debt Securities of any
series any action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action), the Partnership may, at its option, by resolution of the Board of Directors, fix in advance
a record date for the determination of Holders of Debt Securities entitled to take such action, but the Partnership shall have no obligation to do so. Any such record date shall be fixed at the Partnership’s discretion. If such a record date is
fixed, such action may be sought or given before or after the record date, but only the Holders of Debt Securities of record at the close of business on such record date shall be deemed to be Holders of Debt Securities for the purpose of determining
whether Holders of the requisite proportion of Debt Securities of such series Outstanding have authorized or agreed or consented to such action, and for that purpose the Debt Securities of such series Outstanding shall be computed as of such record
date. 
 ARTICLE VI 

REMEDIES OF THE TRUSTEE AND HOLDERS IN EVENT OF DEFAULT 

Section 6.01 Events of Default. If any one or more of the following shall have occurred and be continuing with respect to Debt
Securities of any series (each of the following, an “Event of Default”): 
 (a) default in the payment of any installment of
interest upon any Debt Securities of that series as and when the same shall become due and payable, whether or not such payment shall be prohibited by Article XII, if applicable, and continuance of such default for a period of 30 days; or 

(b) default in the payment of the principal of or premium, if any, on any Debt Securities of that series as and when the same shall become due
and payable, whether at Stated Maturity, upon redemption, by declaration, upon required repurchase or otherwise, whether or not such payment shall be prohibited by Article XII, if applicable; or 

(c) default in the payment of any sinking fund payment with respect to any Debt Securities of that series as and when the same shall become
due and payable; or 
 (d) failure on the part of the Partnership duly to observe or perform any other of the covenants or agreements on the
part of the Partnership in the Debt Securities of that series, in any resolution of the Board of Directors authorizing the issuance of that series of Debt Securities, in 

  
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this Indenture with respect to such series or in any supplemental Indenture with respect to such series (other than a covenant a default in the performance of which is elsewhere in this Section
specifically dealt with), continuing for a period of 60 days after the date on which written notice specifying such failure and requiring the Partnership to remedy the same shall have been given, to the Partnership by the Trustee or to the
Partnership and the Trustee by the Holders of at least 25% in aggregate principal amount of the Debt Securities of that series at the time Outstanding; or 

(e) the Partnership, pursuant to or within the meaning of any Bankruptcy Law, 

(i) commences a voluntary case, 

(ii) consents to the entry of an order for relief against it in an involuntary case, 

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

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

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

(i) is for relief against the Partnership, as debtor in an involuntary case, 

(ii) appoints a Custodian of the Partnership, or a Custodian for all or substantially all of the property of the Partnership,
or 
 (iii) orders the liquidation of the Partnership, 

and the order or decree remains unstayed and in effect for 60 days; or 

(g) any other Event of Default provided with respect to Debt Securities of that series; then and in each and every case that an Event of
Default described in clause (a), (b), (c), (d) or (g) with respect to Debt Securities of that series at the time Outstanding occurs and is continuing, unless the principal of, premium, if any, and accrued and unpaid interest on all the
Debt Securities of that series shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Debt Securities of that series then Outstanding hereunder, by notice in writing to
the Partnership (and to the Trustee if given by Holders), may declare the principal of (or, if the Debt Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of
that series), premium, if any, and accrued and unpaid interest on all the Debt Securities of that series to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in
this Indenture or in the Debt Securities of that series contained to the contrary notwithstanding. If an Event of Default described in clause (e) or (f) occurs, then and in each and every such case, unless the principal of and accrued and
unpaid interest on all the Debt Securities shall have become due and payable, the principal of (or, if any Debt Securities of that series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the
terms of that series), 

  
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premium, if any, and accrued and unpaid interest on all the Debt Securities then Outstanding hereunder shall ipso facto become and be immediately due and payable without any declaration or other
act on the part of the Trustee or any Holders, anything in this Indenture or in the Debt Securities contained to the contrary notwithstanding. 

The Holders of a majority in aggregate principal amount of the Debt Securities of a particular series by written notice to the Trustee may
rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction already rendered and if all existing Events of Default with respect to Debt Securities of that series
have been cured or waived except nonpayment of principal, premium, if any, or interest that has become due solely because of acceleration and all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel. Upon any such rescission, the parties hereto shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the parties hereto shall
continue as though no such proceeding had been taken. 
 Section 6.02 Collection of Debt by Trustee, etc. If an Event of Default
occurs and is continuing, the Trustee, in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid or enforce the
performance of any provision of the Debt Securities of the affected series or this Indenture, and may prosecute any such action or proceedings to judgment or final decree, and may enforce any such judgment or final decree against the Partnership or
any other obligor upon the Debt Securities of such series (and collect in the manner provided by law out of the property of the Partnership or any other obligor upon the Debt Securities of such series wherever situated the money adjudged or decreed
to be payable). 
 In case there shall be pending proceedings for the bankruptcy or for the reorganization of the Partnership or any other
obligor upon the Debt Securities of any series under any Bankruptcy Law, or in case a Custodian shall have been appointed for its property, or in case of any other similar judicial proceedings relative to any of the Partnership or any other obligor
upon the Debt Securities of any series, its creditors or its property, the Trustee, irrespective of whether the principal of Debt Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section 6.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal, premium, if any, and interest (or, if the Debt Securities of such series are Original Issue Discount Debt Securities, such portion of the principal amount as may be specified in the terms of such series) owing and unpaid in
respect of the Debt Securities of such series, 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 reasonable compensation to the Trustee, its agents,
attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Trustee except as a result of its gross negligence or willful misconduct) and of the Holders thereof allowed in any such judicial
proceedings relative to the Partnership, or any other obligor upon the Debt Securities of such series, its creditors or its property, and to collect and receive any money or other property payable or deliverable on any such claims, and to distribute
all amounts received with respect to the claims of such Holders and of the Trustee on their behalf, 

  
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and any receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of such Holders to make payments to the Trustee, and, in the event that the Trustee shall
consent to the making of payments directly to such Holders, to pay to the Trustee such amount as shall be sufficient to cover reasonable compensation to the Trustee, its agents, attorneys and counsel, and all other reasonable expenses and
liabilities incurred, and all advances made, by the Trustee except as a result of its gross negligence or willful misconduct. 
 All rights
of action and of asserting claims under this Indenture, or under any of the Debt Securities of any series, may be enforced by the Trustee without the possession of any such Debt Securities, or the production thereof in any trial or other proceedings
relative thereto, and any such action or proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment (except for any amounts payable to the Trustee pursuant to
Section 7.06) shall be for the ratable benefit of the Holders of all the Debt Securities in respect of which such action was taken. 

In case of an Event of Default hereunder the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 

Section 6.03 Application of Money Collected by Trustee. Any money or other property collected by the Trustee pursuant to
Section 6.02 with respect to Debt Securities of any series or, after an Event of Default, any money or other property distributable in respect of the Partnership’s obligations under this Indenture shall be applied, in the order following,
at the date or dates fixed by the Trustee for the distribution of such money or other property, upon presentation of the several Debt Securities of such series in respect of which money or other property have been collected, and the notation thereon
of the payment, if only partially paid, and upon surrender thereof if fully paid: 
 FIRST: To the payment of all money due the Trustee
(including any predecessor trustee) pursuant to Section 7.06; 
 SECOND: After giving effect to the provisions of Article XII, if
applicable, in case the principal of the Outstanding Debt Securities in respect of which such money has been collected shall not have become due, to the payment of interest on the Debt Securities of such series in the order of the maturity of the
installments of such interest, with interest (to the extent that such interest has been collected by the Trustee) upon the overdue installments of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities)
borne by the Debt Securities of such series, such payments to be made ratably to the Persons entitled thereto, without discrimination or preference; 

THIRD: In case the principal of the Outstanding Debt Securities in respect of which such money has been collected shall have become due, by
declaration or otherwise, to the payment of the whole amount then owing and unpaid upon the Debt Securities of such series for principal 

  
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and premium, if any, and interest, with interest on the overdue principal and premium, if any, and (to the extent that such interest has been collected by the Trustee) upon overdue installments
of interest at the rate or Yield to Maturity (in the case of Original Issue Discount Debt Securities) borne by the Debt Securities of such series; and, in case such money shall be insufficient to pay in full the whole amount so due and unpaid upon
the Debt Securities of such series, then to the payment of such principal and premium, if any, and interest, without preference or priority of principal and premium, if any, over interest, or of interest over principal and premium, if any, or of any
installment of interest over any other installment of interest, or of any Debt Security of such series over any Debt Security of such series, ratably to the aggregate of such principal and premium, if any, and interest; and 

FOURTH: The remainder, if any, shall be paid to the Partnership, its successors or assigns, or to whomsoever may be lawfully entitled to
receive the same, or as a court of competent jurisdiction may direct. 
 The Trustee may fix a record date and payment date for any payment
to Holders pursuant to this Section 6.03. At least 15 days before such record date, the Partnership shall mail to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid. 

Section 6.04 Limitation on Suits by Holders. No Holder of any Debt Security of any series shall have any right by virtue or by
availing of any provision of this Indenture to institute any action or proceeding at law or in equity or in bankruptcy or otherwise, upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee written notice of an Event of Default with respect to Debt Securities of that same series and of the continuance thereof and unless the Holders of not less than 25% in
aggregate principal amount of the Outstanding Debt Securities of that series shall have made written request upon the Trustee to institute such action or proceedings in respect of such Event of Default in its own name as Trustee hereunder and shall
have offered to the Trustee such indemnity or security satisfactory to the Trustee as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity or security satisfactory to the Trustee shall have failed to institute any such action or proceedings and no direction inconsistent with such written request shall have been given to the Trustee pursuant to
Section 6.06; it being understood and intended, and being expressly covenanted by the Holder of every Debt Security with every other Holder and the Trustee, that no one or more Holders shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the rights of any Holders, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all such Holders. For the protection and enforcement of the provisions of this Section 6.04, each and every Holder and the Trustee shall be entitled to such relief as can
be given either at law or in equity. 
 Notwithstanding any other provision in this Indenture, however, the right of any Holder of any Debt
Security to receive payment of the principal of, and premium, if any, and (subject to Section 2.12) interest on, such Debt Security, on or after the respective due dates expressed in such Debt Security, and to institute suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. 

  
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 Section 6.05 Remedies Cumulative; Delay or Omission in Exercise of Rights Not a Waiver of
Default. All powers and remedies given by this Article VI to the Trustee or to the Holders shall, to the extent permitted by law, be deemed cumulative and not exclusive of any thereof or of any other powers and remedies available to the Trustee
or the Holders, by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and agreements contained in this Indenture, and no delay or omission of the Trustee or of any Holder to exercise any right or power
accruing upon any Default occurring and continuing as aforesaid, shall impair any such right or power, or shall be construed to be a waiver of any such Default or an acquiescence therein; and, subject to the provisions of Section 6.04, every
power and remedy given by this Article VI or by law to the Trustee or to the Holders may be exercised from time to time, and as often as shall be deemed expedient, by the Trustee or by the Holders. 

Section 6.06 Rights of Holders of Majority in Principal Amount of Debt Securities to Direct Trustee and to Waive Default. The
Holders of not less than a majority in aggregate principal amount of the Debt Securities of any series at the time Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the
Trustee, or of exercising any right, trust or power conferred on the Trustee, with respect to the Debt Securities of such series; provided, however, that such direction shall not be otherwise than in accordance with law and the
provisions of this Indenture, and that subject to the provisions of Section 7.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in its sole discretion, being advised by counsel shall determine that the
action so directed may not lawfully be taken or is inconsistent with any provision of this Indenture, or if the Trustee, in its sole discretion, shall determine that the action so directed would involve it in personal liability or would be unduly
prejudicial to Holders of Debt Securities of such series not taking part in such direction (it being understood that the Trustee shall not be required to make any such determination); and provided, further, however, that nothing
contained in this Indenture shall impair the right of the Trustee to take any action deemed proper by the Trustee and which is not inconsistent with such direction by such Holders. The Holders of not less than a majority in aggregate principal
amount of the Debt Securities of any series at the time Outstanding may on behalf of the Holders of all the Debt Securities of that series waive any past Default or Event of Default and its consequences for that series, except a Default or Event of
Default in the payment of the principal of, and premium, if any, or interest on, any of the Debt Securities and a Default or Event of Default in respect of a provision that under Section 9.02 cannot be amended without the consent of each Holder
affected thereby. In case of any such waiver, such Default shall cease to exist, any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, and the Partnership, the Trustee and the Holders of the
Debt Securities of that series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. 

Section 6.07 Trustee to Give Notice of Defaults Known to It, but May Withhold Such Notice in Certain Circumstances. The Trustee
shall, within 90 days after the occurrence of any Default with respect to a series of Debt Securities, give to the Holders thereof, in the manner provided in Section 13.03, notice of such Default with respect to such series known to the


  
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Trustee, unless such Defaults shall have been cured or waived before the giving of such notice; provided, that, except in the case of Default in the payment of the principal of, or premium, if
any, or interest on, any of the Debt Securities of such series or in the making of any sinking fund payment with respect to the Debt Securities of such series, the Trustee shall be protected in withholding such notice if and so long as the board of
directors, the executive committee, or a committee of directors or Trust Officers, of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders thereof. 

Section 6.08 Requirement of an Undertaking to Pay Costs in Certain Suits under the Indenture or Against the Trustee. All parties
to this Indenture agree, and each Holder of any Debt 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 an undertaking to pay the costs of such suit in the manner and to the extent provided in the TIA, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 6.08 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 25 percent in principal amount of the Outstanding Debt
Securities of that 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 on, any Debt Security on or after the due date for such payment expressed in such Debt
Security. 
 ARTICLE VII 

CONCERNING THE TRUSTEE 

Section 7.01 Certain Duties and Responsibilities. 

(a) Except during the continuance of an Event of Default, 

(i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (ii) in the absence of bad
faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts, statements, opinions or conclusions stated therein). 

(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. 

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

(i) this Subsection (c) shall not be construed to limit the effect of Subsections (a) or (d) of this
Section 7.01; 
 (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer,
unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 
 (iii) the Trustee shall
not be liable with respect to any action taken or omitted to be taken by it with respect to Debt Securities of any series in good faith in accordance with the direction of the Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of that series, determined as provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Indenture with respect to the Securities of such series. 
 (d) 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. 
 (e) 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. 

Section 7.02 Certain Rights of Trustee. Subject to the provisions of Section 7.01: 

(a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have
been signed or presented by the proper party or parties; 
 (b) any request, direction, order or demand of the Partnership mentioned herein
shall be sufficiently evidenced by a Partnership Order or Partnership Request (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of Directors may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the General Partner; 
 (c) the Trustee may consult with counsel, 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 or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;


  
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 (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it
by this Indenture at the request, order or direction of any of the Holders of Debt Securities of any series pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request, order or direction; 

(e) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith that it believes to be authorized or within
the discretion or rights or powers conferred upon it by this Indenture; 
 (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Partnership, personally or by agent or attorney at the sole cost of the Partnership and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; 

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

(h) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officer’s Certificate; 

(i) the Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default unless written notice of
such Default or Event of Default from the Partnership or any Holder is received by a Trust Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Debt Securities and this Indenture; 

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

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

  
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 (l) anything in this Indenture notwithstanding, in no event shall the Trustee be liable for
special, indirect, punitive or consequential or other similar loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the
form of action; 
 (m) the Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under
this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its control, including, without limitation, any provision of any law or regulation or any act of any governmental authority, acts of God; earthquakes; fire;
flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military
authority and governmental action; and 
 (n) in order to comply with applicable tax laws (inclusive of rules, regulations and
interpretations promulgated by competent authorities) related to the Indenture in effect from time to time (“Applicable Tax Law”) that a foreign financial institution, issuer, trustee, paying agent or other party is or has agreed to be
subject to, the Partnership agrees (i) to provide to Trustee and the Agents upon their written request such information known to the Partnership about the parties and/or transactions (including any modification to the terms of such
transactions) so the Trustee and the Agents, as applicable, can determine whether they have tax related obligations under Applicable Tax Law, (ii) that the Trustee and the Agents shall be entitled to make any withholding or deduction from
payments to the extent necessary to comply with Applicable Tax Law for which neither the Trustee nor any Agent shall not have any liability and (iii) to hold harmless the Trustee and the Agents for any Losses it may suffer due to the actions it
takes to comply with Applicable Tax Law. The terms of this section shall survive the termination of this Indenture. 

Section 7.03 Trustee Not Liable for Recitals in Indenture or in Debt Securities. The recitals contained herein, in the Debt
Securities (except the Trustee’s certificates of authentication) shall be taken as the statements of the Partnership, and the Trustee or any authenticating agent assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the Debt Securities of any series. The Trustee shall not be accountable for the use or application by the Partnership of any of the Debt Securities or of the proceeds thereof.
The Trustee shall not be responsible to make any calculation with respect to any matter under this Indenture. The Trustee shall have no duty to monitor or investigate the Partnership’s compliance with or the breach of, or cause to be performed
or observed, any representation, warranty, or covenant, or agreement of any Person, other than the Trustee, made in this Indenture. 

Section 7.04 Trustee, Paying Agent or Registrar May Own Debt Securities. The Trustee or any authenticating agent or any paying
agent or Registrar, in its individual or any other capacity, may become the owner or pledgee of Debt Securities and, subject to the provisions of the TIA relating to conflicts of interest and preferential claims, may otherwise deal with the
Partnership with the same rights it would have if it were not Trustee, paying agent or Registrar. 

  
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 Section 7.05 Money Received by Trustee to Be Held in Trust. Subject to the provisions
of Section 11.05, all money received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which it was received, but need not be segregated from other funds except to the extent required by law.
The Trustee shall be under no liability for interest on any money received by it hereunder. So long as no Event of Default shall have occurred and be continuing, all interest allowed on any such money shall be paid from time to time to the
Partnership upon a Partnership Order. 
 Section 7.06 Compensation and Reimbursement. The Partnership covenants and agrees to
pay in Dollars to the Trustee from time to time such compensation as the Partnership and the Trustee shall from time to time agree in writing, and the Trustee shall be entitled to, compensation for all services rendered by it hereunder (which shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust), and, except as otherwise expressly provided herein, the Partnership will pay or reimburse in Dollars the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents, attorneys and counsel
and of all Persons not regularly in its employ), including without limitation, Section 6.02, except any such expense, disbursement or advances as may arise from its gross negligence or willful misconduct. The Partnership also covenants to
indemnify in Dollars the Trustee for, and to hold it harmless against, any loss, liability, damage, claim or expense, including fees and expenses of counsel, including taxes (other than taxes based upon, measured by or determined by the income of
the Trustee) incurred without gross negligence or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending
itself against any claim (whether asserted by the Partnership, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of
this Section. The Partnership and the Holders agree that as security for the performance of the obligations of the Partnership under this Section the Trustee shall be secured by a Lien prior to that of the Debt Securities upon all property and funds
held or collected by the Trustee, as such, except funds held in trust for the payment of principal of, and premium, if any, or interest on, particular Debt Securities. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(e) or (f) occurs, the
expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 
 The
obligations of the Partnership under this Section 7.06 to compensate and indemnify the Trustee and to pay or reimburse the Trustee for expenses, disbursements and advances, and the Lien referred to herein, shall constitute additional Debt
hereunder and shall survive the satisfaction and discharge of this Indenture, the termination for any reason of this Indenture, and the resignation or removal of the Trustee. 

  
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 “Trustee” for purposes of this Section shall include any predecessor Trustee; provided,
however, that the negligence, willful misconduct or bad faith of any Trustee hereunder shall not affect the rights of any other Trustee hereunder. 

Section 7.07 Right of Trustee to Rely on an Officer’s Certificate Where No Other Evidence Specifically Prescribed. Except as
otherwise provided in Section 7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and established by an Officer’s
Certificate or Opinion of Counsel delivered to the Trustee and such certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be full warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof. 
 Section 7.08 Separate Trustee; Replacement of Trustee. The Partnership
may, but need not, appoint a separate Trustee for any one or more series of Debt Securities. The Trustee or any successor hereafter appointed may resign with respect to one or more or all series of Debt Securities at any time by giving notice to the
Partnership. The Holders of a majority in principal amount of the Debt Securities of a particular series may remove the Trustee for such series and only such series by so notifying the Trustee and may appoint a successor Trustee. The Partnership may
at any time remove the Trustee with respect to the Debt Securities of any particular series by giving the Trustee written notice of removal and thereupon appoint a successor trustee, provided that (i) no Default exists at time of such removal,
(ii) such Trustee was not appointed by the Holders of such series pursuant to this Section 7.08 and (iii) the corporate trust business of the successor Trustee is of nationally recognized standing. The Partnership shall remove the
Trustee if: 
 (a) the Trustee fails to comply with Section 7.10; 

(b) the Trustee is adjudged bankrupt or insolvent; 

(c) a Custodian takes charge of the Trustee or its property; or 

(d) the Trustee otherwise becomes incapable of acting. 

If the Trustee resigns, is removed by the Partnership or by the Holders of a majority in principal amount of the Debt Securities of a
particular series and such Holders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Partnership
shall promptly appoint a successor Trustee. No resignation or removal of the Trustee and no appointment of a successor Trustee shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable
requirements of this Section 7.08. 
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee
and to the Partnership. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail
a notice of its succession to 

  
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Holders of Debt Securities of each applicable series. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section 7.06. 
 If a successor Trustee does not take office
within 30 days after the retiring Trustee gives notice of resignation or is removed, the retiring Trustee or the Holders of 25% in principal amount of the Debt Securities of any applicable series may petition any court of competent jurisdiction for
the appointment of a successor Trustee for the Debt Securities of such series. 
 If the Trustee fails to comply with Section 7.10, any
Holder of Debt Securities of any applicable series may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee for the Debt Securities of such series. 

Notwithstanding the replacement of the Trustee pursuant to this Section 7.08, the Partnership’s obligations under Section 7.06,
and the Lien provided for therein, shall continue for the benefit of the retiring Trustee. 
 In the case of the appointment hereunder of a
separate or successor Trustee with respect to the Debt Securities of one or more series, the Partnership, any retiring Trustee and each successor or separate Trustee with respect to the Debt Securities of any applicable series shall execute and
deliver an Indenture supplemental hereto (i) which shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of any retiring Trustee with respect to the Debt Securities of
any series as to which any such retiring Trustee is not retiring shall continue to be vested in such retiring Trustee and (ii) that 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 and that each such separate,
retiring or successor Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee. 

Section 7.09 Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act shall be the successor Trustee. 

In case at the time such successor or successors to the Trustee by merger, conversion, consolidation or transfer shall succeed to the trusts
created by this Indenture any of the Debt Securities shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee, and deliver such Debt Securities so
authenticated; and in case at that time any of the Debt Securities shall not have been authenticated, any successor to the Trustee may authenticate such Debt Securities either in the name of any predecessor hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Debt Securities or in this Indenture provided that the certificate of the Trustee shall have. 

  
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 Section 7.10 Eligibility; Disqualification. If the Trustee shall have or acquire any
conflicting interest within the meaning of the TIA, it shall either eliminate such conflicting interest or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the TIA and this Indenture. The Trustee
shall at all times satisfy the requirements of Section 310(a) of the TIA. The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. No obligor upon the
Debt Securities of a particular series or Person directly or indirectly controlling, controlled by or under common control with such obligor shall serve as Trustee for the Debt Securities of such series. The Trustee shall comply with
Section 310(b) of the TIA; provided, however, that there shall be excluded from the operation of Section 310(b)(l) of the TIA this Indenture or any indenture or indentures under which other securities or certificates of
interest or participation in other securities of the Partnership are outstanding if the requirements for such exclusion set forth in Section 310(b)(l) of the TIA are met. 

Section 7.11 Preferential Collection of Claims Against the Partnership. The Trustee shall comply with Section 311(a) of the
TIA, excluding any creditor relationship listed in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated therein. 

Section 7.12 Compliance with Tax Laws. Notwithstanding any other provision of this Indenture, the Trustee shall be entitled to
make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or
agreements thereunder or official interpretations thereof or any law implementing an intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the Debt Securities,
in which event the Trustee shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder
or pay any additional amount as a result of such withholding tax. 
 The Partnership hereby covenants with the Trustee that it will provide
the Trustee with sufficient information so as to enable the Trustee to determine whether or not the Trustee is obliged, in respect of any payments to be made by it pursuant to the Indenture, to make any withholding or deduction pursuant to an
agreement described in Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations, or agreements thereunder or official interpretations thereof or any intergovernmental agreement
between the United States and another jurisdiction facilitating the implementation thereof (or any law implementing such an intergovernmental agreement). 

ARTICLE VIII 
 CONCERNING
THE HOLDERS 
 Section 8.01 Evidence of Action by Holders. Whenever in this Indenture it is provided that the Holders of a
specified percentage in aggregate principal amount of the Debt Securities of any or all series may take action (including the making of any demand or request, the giving of any direction, notice, consent or waiver or the taking of any other action)
the fact that at the time 

  
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of taking any such action the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by
Holders in Person or by agent or proxy appointed in writing, (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of this Indenture, (c) by a combination
of such instrument or instruments and any such record of such a meeting of Holders or (d) in the case of Debt Securities evidenced by a Global Security, by any electronic transmission or other message, whether or not in written format, that
complies with the Depositary’s applicable procedures. 
 Section 8.02 Proof of Execution of Instruments and of Holding of Debt
Securities. Subject to the provisions of Sections 7.01, 7.02 and 13.09, proof of the execution of any instrument by a Holder or his agent or proxy shall be sufficient if made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the Trustee. The ownership of Debt Securities of any series shall be proved by the Debt Security Register or by a certificate of the Registrar for such series. The Trustee may
require such additional proof of any matter referred to in this Section 8.02 as it shall deem necessary. 
 Section 8.03 Who
May Be Deemed Owner of Debt Securities. Prior to due presentment for registration of transfer of any Debt Security, the Partnership, the Trustee, any paying agent and any Registrar may deem and treat the Person in whose name any Debt Security
shall be registered upon the books of the Partnership as the absolute owner of such Debt Security (whether or not such Debt Security shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of
receiving payment of or on account of the principal of and premium, if any, and (subject to Section 2.12) interest on such Debt Security and for all other purposes, and none of the Partnership, the Trustee, any paying agent nor any Registrar
shall be affected by any notice to the contrary; and all such payments so made to any such Holder for the time being, or upon his order, shall be valid and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability
for money payable upon any such Debt Security. 
 None of the Partnership, the Trustee, any paying agent or any Registrar will have any
responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership
interests, or for any action taken or any failure to act by a Depositary with respect to any Debt Securities including, without limitation, any failure of the owner of a beneficial interest in such Debt Securities to receive any payments or notices
provided hereunder or for the selection of beneficial interests in such Debt Securities to be redeemed. 
 Section 8.04 Instruments
Executed by Holders Bind Future Holders. At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the Holders of the percentage in aggregate principal amount of the Debt
Securities of any series specified in this Indenture in connection with such action and subject to the following paragraph, any Holder of a Debt Security which is shown by the evidence to be included in the Debt Securities the Holders of which have
consented to such action may, by filing written notice with the Trustee at its Corporate Trust Office and upon proof of holding as provided in Section 8.02, 

  
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revoke such action so far as concerns such Debt Security. Except as aforesaid any such action taken by the Holder of any Debt Security shall be conclusive and binding upon such Holder and upon
all future Holders and owners of such Debt Security and of any Debt Security issued upon transfer thereof or in exchange or substitution therefor, irrespective of whether or not any notation in regard thereto is made upon such Debt Security or such
other Debt Securities. Any action taken by the Holders of the percentage in aggregate principal amount of the Debt Securities of any series specified in this Indenture in connection with such action shall be conclusively binding upon the
Partnership, the Trustee and the Holders of all the Debt Securities of such series. 
 The Partnership may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders of Debt Securities entitled to give their consent or take any other action required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the
immediately preceding paragraph, those Persons who were Holders of Debt Securities at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders of Debt Securities after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the Holders of the
percentage in aggregate principal amount of the Debt Securities of such series specified in this Indenture shall have been received within such 120-day period. 

ARTICLE IX 
 SUPPLEMENTAL
INDENTURES 
 Section 9.01 Purposes for Which Supplemental Indenture May Be Entered into Without Consent of Holders. The
Partnership, when authorized by resolutions of the Board of Directors, and the Trustee may from time to time and at any time, without the consent of Holders, enter into an Indenture or Indentures supplemental hereto (which shall conform to the
provisions of the TIA as in force at the date of the execution thereof) for one or more of the following purposes: 
 (a) to evidence the
succession pursuant to Article X of another Person to the Partnership, or successive successions, and the assumption by the Successor Company (as defined in Section 10.01) of the covenants, agreements and obligations of the Partnership in this
Indenture and in the Debt Securities; 
 (b) to surrender any right or power herein conferred upon the Partnership to add to the covenants
of the Partnership such further covenants, restrictions, conditions or provisions for the protection of the Holders of all or any series of Debt Securities (and if such covenants are to be for the benefit of less than all series of Debt Securities,
stating that such covenants are expressly being included solely for the benefit of such series) as the Board of Directors shall consider to be for the protection of the Holders of such Debt Securities, and to make the occurrence, or the occurrence
and continuance, of a Default in any of such additional covenants, restrictions, conditions or provisions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; provided, that in
respect of any such additional covenant, restriction, condition or provision such supplemental Indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other
Defaults) or may provide for an immediate enforcement upon 

  
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such Default or may limit the remedies available to the Trustee upon such Default or may limit the right of the Holders of a majority in aggregate principal amount of any or all series of Debt
Securities to waive such Default; 
 (c) to cure any ambiguity or omission or to correct or supplement any provision contained herein, in
any supplemental Indenture or in any Debt Securities of any series that may be defective or inconsistent with any other provision contained herein, in any supplemental Indenture or in the Debt Securities of such series; to convey, transfer, assign,
mortgage or pledge any property to or with the Trustee, or to make such other provisions in regard to matters or questions arising under this Indenture as shall not adversely affect the interests of any Holders of Debt Securities of any series; 

(d) to permit the qualification of this Indenture or any Indenture supplemental hereto under the TIA as then in effect, except that nothing
herein contained shall permit or authorize the inclusion in any Indenture supplemental hereto of the provisions referred to in Section 316(a)(2) of the TIA; 

(e) to permit or facilitate the issuance of Debt Securities of any series in uncertificated form; 

(f) [Reserved]; 
 (g)
[Reserved]; 
 (h) in the case of any Debt Securities subordinated pursuant to Article XII, to make any change in Article XII that would
limit or terminate the benefits available to any holder of Senior Indebtedness (or Representatives therefor) under Article XII; 
 (i)
[Reserved]; 
 (j) to make any change that does not adversely affect the rights hereunder of any Holder; 

(k) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Debt Securities; provided,
however, that any such addition, change or elimination not otherwise permitted under this Section 9.01 shall neither apply to any Debt Security of any series created prior to the execution of such supplemental Indenture and entitled to the
benefit of such provision nor modify the rights of the Holder of any such Debt Security with respect to such provision or shall become effective only when there is no such Debt Security Outstanding; 

(l) to evidence and provide for the acceptance of appointment hereunder by a successor or separate Trustee with respect to the Debt 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; and 

(m) to establish the form or terms of Debt Securities of any series as permitted by Sections 2.01 and 2.03. 

  
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 The Trustee is hereby authorized to join with the Partnership in the execution of any such
supplemental Indenture, to make any further appropriate agreements and stipulations which may be therein contained and to accept the conveyance, transfer, assignment, mortgage or pledge of any property thereunder; provided, however,
that the Trustee 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. 

Any supplemental Indenture authorized by the provisions of this Section 9.01 may be executed by the Partnership and the Trustee without
the consent of the Holders of any of the Debt Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02. 

In the case of any Debt Securities subordinated pursuant to Article XII, an amendment under this Section 9.01 may not make any change
that adversely affects the rights under Article XII of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change.

 Section 9.02 Modification of Indenture with Consent of Holders of Debt Securities. Without notice to any Holder but with the
consent (evidenced as provided in Section 8.01) of the Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of each series affected by such supplemental Indenture (including consents obtained in
connection with a tender offer or exchange offer for any such series of Debt Securities), the Partnership, when authorized by resolutions of the Board of Directors, and the Trustee may from time to time and at any time enter into an Indenture or
Indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of execution thereof) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental Indenture or of modifying in any manner the rights of the Holders of the Debt Securities of such series; provided, that no such supplemental Indenture, without the consent of the Holders of each Debt Security so
affected, shall: 
 (a) reduce the percentage in principal amount of Debt Securities of any series whose Holders must consent to an
amendment; 
 (b) reduce the rate of or extend the time for payment of interest on any Debt Security; 

(c) reduce the principal of or extend the Stated Maturity of any Debt Security; 

(d) reduce any premium payable upon the redemption of any Debt Security or change the time at which any Debt Security may or shall be redeemed
in accordance with Article III; 
 (e) make any Debt Security payable in currency other than the Dollar; 

(f) impair the right of any Holder to receive payment of premium, if any, principal of and interest on such Holder’s Debt Securities on
or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Debt Securities; 

(g) in the case of any Debt Security subordinated pursuant to Article XII, make any change in Article XII that adversely affects the rights of
any Holder under Article XII; 

  
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 (h) release any security that may have been granted in respect of the Debt Securities, other than
in accordance with this Indenture; 
 (i) make any change in Section 6.06 or this Section 9.02; or 

(j) except as provided in Section 11.02(b) or otherwise provided in this Indenture, modify a guarantee in any manner adverse to the
Holders. 
 A supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has been expressly
included solely for the benefit of one or more particular series of Debt Securities or which modifies the rights of the Holders of Debt 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 Debt Securities of any other series. 
 Upon the request of the Partnership, accompanied by a
copy of resolutions of the Board of Directors authorizing the execution of any such supplemental Indenture, and upon the filing with the Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall join with the Partnership in the
execution of such supplemental Indenture unless such supplemental Indenture affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to
enter into such supplemental Indenture. 
 It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. 

In the case of any Debt Securities subordinated pursuant to Article XII, an amendment under this Section 9.02 may not make any change
that adversely affects the rights under Article XII of any holder of Senior Indebtedness then outstanding unless the holders of such Senior Indebtedness (or any group or Representative thereof authorized to give a consent) consent to such change.

 After an amendment under this Section 9.02 becomes effective, the Partnership shall mail to Holders of Debt Securities of each
series affected thereby a notice briefly describing such amendment. The failure to give such notice to any such Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.02 with respect to
other Holders. 
 Section 9.03 Effect of Supplemental Indentures. Upon the execution of any supplemental Indenture pursuant to
the provisions of this Article IX, this Indenture shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the
Partnership and the Holders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental Indenture shall be and be deemed to
be part of the terms and conditions of this Indenture for any and all purposes. 

  
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 The Trustee, subject to the provisions of Sections 7.01 and 7.02, shall receive, and will be
fully protected in conclusively relying upon, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture and complies with the provisions of this
Article IX. 
 Section 9.04 Debt Securities May Bear Notation of Changes by Supplemental Indentures. Debt Securities of any
series authenticated and delivered after the execution of any supplemental Indenture pursuant to the provisions of this Article IX may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided
for in such supplemental Indenture. New Debt Securities of any series so modified as to conform, in the opinion of the Trustee and the Board of Directors, to any modification of this Indenture contained in any such supplemental Indenture may be
prepared and executed by the Partnership, authenticated by the Trustee and delivered in exchange for the Debt Securities of such series then Outstanding. Failure to make the appropriate notation or to issue a new Debt Security of such series shall
not affect the validity of such amendment. 
 Section 9.05 Notice of Supplemental Indentures. After any supplemental Indenture
under this Article becomes effective, the Partnership shall mail to the Holders a notice briefly describing such supplemental Indenture; provided, however, that the failure to give such notice to all Holders, or any defect therein, shall not impair
or affect the validity of such supplemental Indenture. 
 ARTICLE X 

CONSOLIDATION, MERGER, SALE OR CONVEYANCE 

Section 10.01 Consolidations and Mergers of the Partnership. The Partnership may not consolidate or amalgamate with or merge with
or into any Person, or sell, convey, transfer, lease or otherwise dispose of all or substantially all its assets to any Person, whether in a single transaction or a series of related transactions, unless: (a) either (i) the Partnership
shall be the surviving Person in the case of a merger or (ii) the resulting, surviving or transferee Person if other than the Partnership (the “Successor Company”), shall be a partnership, limited liability company or corporation
organized and existing under the laws of the United States, any State thereof or the District of Columbia and the Successor Company shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, all the obligations of the Partnership under this Indenture and the Debt Securities according to their tenor; (b) immediately after giving effect to such transaction or series of transactions (and treating any Debt
which becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction or series of transactions as having been incurred by the Successor Company or such Subsidiary at the time of such
transaction or series of transactions), no Default or Event of Default would occur or be continuing; and (c) the Partnership shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such
consolidation, amalgamation, merger, sale, conveyance, transfer, lease or disposition and such supplemental Indenture (if any) comply with this Indenture. 

Section 10.02 Rights and Duties of Successor Company. In case of any consolidation, amalgamation or merger where the Partnership
is not the continuing Person, or disposition of all 

  
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or substantially all of the assets of the Partnership in accordance with Section 10.01, the Successor Company shall succeed to and be substituted for the Partnership with the same effect as
if it had been named herein as the respective party to this Indenture, and the predecessor entity shall be released from all liabilities and obligations under this Indenture and the Debt Securities, except that no such release will occur in the case
of a lease of all or substantially all of the assets of the Partnership. The Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Partnership, any or all the Debt Securities issuable
hereunder which theretofore shall not have been signed by or on behalf of the Partnership and delivered to the Trustee; and, upon the order of the Successor Company, instead of the Partnership, and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Debt Securities which previously shall have been signed and delivered by or on behalf of the Partnership to the Trustee for authentication, and any Debt
Securities which the Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Debt Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Debt
Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all such Debt Securities had been issued at the date of the execution hereof. 

In case of any such consolidation, amalgamation, merger, sale or other disposition such changes in phraseology and form (but not in substance)
may be made in the Debt Securities thereafter to be issued as may be appropriate. 
 ARTICLE XI 

SATISFACTION AND DISCHARGE OF 

INDENTURE; DEFEASANCE; UNCLAIMED MONEY 

Section 11.01 Applicability of Article. The provisions of this Article XI relating to either the satisfaction and discharge or the
defeasance of Debt Securities shall be applicable to each series of Debt Securities except as otherwise specified pursuant to Section 2.03 for Debt Securities of such series. 

Section 11.02 Satisfaction and Discharge of Indenture; Defeasance. 

(a) (i) If at any time the Partnership shall have delivered to the Trustee for cancellation all Debt Securities of any series theretofore
authenticated and delivered (other than any Debt Securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in Section 2.09 and Debt Securities for whose payment money has
theretofore been deposited in trust and thereafter repaid to the Partnership as provided in Section 11.05) or (ii) all Debt Securities of such series not theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Partnership shall deposit with
the Trustee as trust funds money, U.S. Government Obligations or a combination thereof sufficient, as evidenced by a certificate that meets the requirements of Section 11.03(b) hereof, to pay at Stated Maturity or upon redemption all Debt
Securities of such series not theretofore delivered to the Trustee for cancellation, including principal and premium, if any, and interest due or to become due on such date of Stated Maturity or Redemption Date, as the case


  
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may be, and if in either case the Partnership shall also pay or cause to be paid all other sums then due and payable hereunder by the Partnership with respect to the Debt Securities of such
series, then this Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of such Debt Securities herein expressly provided for) with respect to the Debt Securities of such series, and
the Partnership shall have delivered to the Trustee an Officer’s 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 such Debt
Securities have been complied with and the Trustee, on demand of the Partnership accompanied by an Officer’s Certificate and an Opinion of Counsel and at the cost and expense of the Partnership, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Debt Securities of such series. 
 (b) Subject to Sections 11.02(c),
11.03 and 11.07, the Partnership at any time may terminate, with respect to Debt Securities of a particular series, all its obligations under the Debt Securities of such series and this Indenture with respect to the Debt Securities of such series
(“Legal Defeasance Option”) or the operation of (x) any covenant made applicable to such Debt Securities pursuant to Section 2.03 and (y) Sections 6.01(d), (g) and (h) (“Covenant Defeasance Option”). If
the Partnership exercises either its Legal Defeasance Option or its Covenant Defeasance Option with respect to Debt Securities of a particular series that are entitled to the benefit of a guarantee, the guarantee will terminate with respect to that
series of Debt Securities and be automatically released and discharged and any security that may have been granted in respect of such series shall be automatically released. The Partnership may exercise its Legal Defeasance Option notwithstanding
its prior exercise of its Covenant Defeasance Option. 
 If the Partnership exercises its Legal Defeasance Option, payment of the Debt
Securities of the defeased series may not be accelerated because of an Event of Default. If the Partnership exercises its Covenant Defeasance Option, payment of the Debt Securities of the defeased series may not be accelerated because of an Event of
Default specified in Sections 6.01(d), (g) and (h). 
 Upon satisfaction of the conditions set forth herein and upon request of the
Partnership, the Trustee shall acknowledge in writing the discharge of those obligations that the Partnership terminates. 
 (c)
Notwithstanding clauses (a) and (b) above, the Partnership’s obligations in Sections 2.07, 2.09, 4.02, 4.04, the last sentence of 4.05(a), 4.06(a), 5.01, 7.06, 11.05, 11.06 and 11.07 shall survive until the Debt Securities of the
defeased series have been paid in full. Thereafter, the Partnership’s obligations in Sections 7.06, 11.05 and 11.06 shall survive. 

Section 11.03 Conditions of Defeasance. The Partnership may exercise its Legal Defeasance Option or its Covenant Defeasance Option
with respect to Debt Securities of a particular series only if: 
 (a) the Partnership irrevocably deposits in trust with the Trustee money,
U.S. Government Obligations or a combination thereof for the payment of principal of, and premium, if any, and interest on, the Debt Securities of such series to Stated Maturity or redemption, as the case may be; 

  
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 (b) the Partnership delivers to the Trustee a certificate (which shall not be subject to the
requirements of Section 13.05) from a nationally recognized firm of independent accountants expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited U.S. Government Obligations plus
any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay the principal, premium, if any, and interest when due on all the Debt Securities of such series to Stated Maturity or redemption,
as the case may be; 
 (c) 91 days pass after the deposit is made and during the 91-day period no Default specified in Section 6.01(e)
or (f) with respect to the Partnership occurs which is continuing at the end of the period; 
 (d) no Default has occurred and is
continuing on the date of such deposit and after giving effect thereto; 
 (e) the deposit does not constitute a default under any other
material agreement binding on the Partnership and, if the Debt Securities of such series are subordinated pursuant to Article XII, is not prohibited by Article XII; 

(f) the Partnership delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute,
or is qualified as, a regulated investment company under the Investment Company Act of 1940; 
 (g) in the event of the Legal Defeasance
Option, the Partnership shall have delivered to the Trustee an Opinion of Counsel stating that the Partnership has received from, or there has been published by, the Internal Revenue Service a ruling, or since the date of this Indenture there has
been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of Debt Securities of such series will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and
discharge had not occurred; 
 (h) in the event of the Covenant Defeasance Option, the Partnership shall have delivered to the Trustee an
Opinion of Counsel to the effect that the Holders of Debt Securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred; and 

(i) the Partnership delivers to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent to the defeasance and discharge of the Debt Securities of such series as contemplated by this Article XI have been complied with. 

Before or after a deposit, the Partnership may make arrangements satisfactory to the Trustee for the redemption of Debt Securities of such
series at a future date in accordance with Article III. 

  
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 Section 11.04 Application of Trust Money. The Trustee shall hold in trust money or
U.S. Government Obligations deposited with it pursuant to this Article XI. It shall apply the deposited money and the money from U.S. Government Obligations through any paying agent and in accordance with this Indenture to the payment of principal
of, and premium, if any, and interest on, the Debt Securities of the defeased series. In the event the Debt Securities of the defeased series are subordinated pursuant to Article XII, money and securities so held in trust are not subject to Article
XII. 
 Section 11.05 Repayment to Partnership. The Trustee and any paying agent shall promptly turn over to the Partnership,
upon receipt of a Partnership Request, any excess money or securities (including U.S. Government Obligations) held by them at any time, which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written
certification (which shall not be subject to the requirements of Section 13.05) thereof delivered to the Trustee (which may be the opinion delivered under Section 11.03(b) hereof) are in excess of the amount thereof that would then be
required to be deposited to effect a Legal Defeasance Option or Covenant Defeasance Option. 
 Subject to any applicable abandoned property
law, the Trustee and any paying agent shall pay to the Partnership upon request any money held by them for the payment of principal, premium or interest that remains unclaimed for two years, and, thereafter, Holders entitled to such money must look
to the Partnership for payment as general creditors. 
 Section 11.06 Indemnity for U.S. Government Obligations. The Partnership
shall pay and shall indemnify the Trustee and the Holders against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations. 

Section 11.07 Reinstatement. If the Trustee or any paying agent is unable to apply any money or U.S. Government Obligations in
accordance with this Article XI by reason of any legal proceeding or by reason of any order or judgment of any court or government authority enjoining, restraining or otherwise prohibiting such application, the Partnership’s obligations under
this Indenture and the Debt Securities of the defeased series shall be revived and reinstated as though no deposit had occurred pursuant to this Article XI until such time as the Trustee or any paying agent is permitted to apply all such money or
U.S. Government Obligations in accordance with this Article XI. 
 ARTICLE XII 

SUBORDINATION OF DEBT SECURITIES 

Section 12.01 Applicability of Article; Agreement to Subordinate. The provisions of this Article XII shall only be applicable to
the Debt Securities of any series (Debt Securities of such series referred to in this Article XII as “Subordinated Debt Securities”) designated, pursuant to Section 2.03, as subordinated to Senior Indebtedness. Each Holder by
accepting a Subordinated Debt Security agrees that the Debt evidenced by such Subordinated Debt Security is subordinated in right of payment, to the extent and in the manner provided in this Article XII, to the prior payment of all Senior
Indebtedness and that the subordination is for the benefit of and enforceable by the holders of Senior Indebtedness in accordance with this Article XII. All provisions of this Article XII shall be subject to Section 12.12. 

  
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 Section 12.02 Liquidation, Dissolution, Bankruptcy. Upon any payment or distribution
of the assets of the Partnership to creditors (i) upon a liquidation or a dissolution of the Partnership or (ii) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to any of the Partnership or any of
its property: 
 (a) holders of Senior Indebtedness of the Partnership shall be entitled to receive payment in full in cash of such Senior
Indebtedness of such Person (including interest (if any), accruing on or after the commencement of a proceeding in bankruptcy, whether or not allowed as a claim against the Partnership in such bankruptcy proceeding) before Holders of Subordinated
Debt Securities shall be entitled to receive any payment of principal of, or premium, if any, or interest on, the Subordinated Debt Securities from the Partnership; and 

(b) until the Senior Indebtedness of the Partnership is paid in full, any distribution to which Holders of Subordinated Debt Securities would
be entitled but for this Article XII shall be made to holders of Senior Indebtedness of the Partnership as their interests may appear, except that such Holders may receive capital stock and any debt securities that are subordinated to Senior
Indebtedness of the Partnership to at least the same extent as the Subordinated Debt Securities of the Partnership. 
 Section 12.03
Default on Senior Indebtedness. The Partnership may not pay the principal of, or premium, if any, or interest on, the Subordinated Debt Securities or make any deposit pursuant to Article XI and may not repurchase, redeem or otherwise retire
(except, in the case of Subordinated Debt Securities that provide for a mandatory sinking fund pursuant to Section 3.05, by the delivery of Subordinated Debt Securities by the Partnership to the Trustee pursuant to the first paragraph of
Section 3.05) any Subordinated Debt Securities (collectively, “pay the Subordinated Debt Securities”) if any principal, premium or interest in respect of Senior Indebtedness of such Person is not paid within any applicable grace
period (including at maturity) or any other default on Senior Indebtedness of such Person occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms unless and until the default has been cured or waived and any
such acceleration has been rescinded or such Senior Indebtedness has been paid in full in cash; provided, however, that the Partnership may make payments on the Subordinated Debt Securities without regard to the foregoing if the Partnership and the
Trustee receive written notice approving such payment from the Representative of each issue of Designated Senior Indebtedness. During the continuance of any other default with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be accelerated immediately without further notice (except such notice as may be required to effect such acceleration) or the expiration of any applicable grace periods, the Partnership may not make payments on the Subordinated
Debt Securities for a period (a “Payment Blockage Period”) commencing upon the receipt by the Partnership and the Trustee of written notice of such default from the Representative of any Designated Senior Indebtedness specifying an
election to effect a Payment Blockage Period (a “Blockage Notice”) and ending 179 days thereafter (or earlier if such Payment Blockage Period is terminated by written notice to the Trustee and the Partnership from the Person or Persons who
gave such Blockage Notice, by repayment in full in cash of such Designated Senior Indebtedness or because the default giving rise to such Blockage Notice is no 

  
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longer continuing). Notwithstanding the provisions described in the immediately preceding sentence (but subject to the provisions contained in Section 12.02 and the first sentence of this
Section 12.03), unless the holders of such Designated Senior Indebtedness or the Representative of such holders shall have accelerated the maturity of such Designated Senior Indebtedness, the Partnership may resume payments on the Subordinated
Debt Securities after such Payment Blockage Period. Not more than one Blockage Notice may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to any number of issues of Designated Senior Indebtedness
during such period, unless otherwise specified pursuant to Section 2.03 for the Subordinated Debt Securities of a series; provided, however, that in no event may the total number of days during which any Payment Blockage Period or Periods is in
effect exceed 179 days in the aggregate during any 360 consecutive day period. For purposes of this Section 12.03, no default or event of default which existed or was continuing on the date of the commencement of any Payment Blockage Period
with respect to the Designated Senior Indebtedness initiating such Payment Blockage Period shall be, or be made, the basis of the commencement of a subsequent Payment Blockage Period by the Representative of such Designated Senior Indebtedness,
whether or not within a period of 360 consecutive days, unless such default or event of default shall have been cured or waived for a period of not less than 90 consecutive days. 

Section 12.04 Acceleration of Payment of Debt Securities. If payment of the Subordinated Debt Securities is accelerated because of
an Event of Default, the Partnership shall promptly notify the holders of the Designated Senior Indebtedness (or their Representatives) of the acceleration. 

Section 12.05 When Distribution Must Be Paid Over. If a distribution is made to Holders of Subordinated Debt Securities that
because of this Article XII should not have been made to them, the Holders who receive such distribution shall hold it in trust for holders of Senior Indebtedness and pay it over to them as their interests may appear. 

Section 12.06 Subrogation. After all Senior Indebtedness is paid in full and until the Subordinated Debt Securities are paid in
full, Holders thereof shall be subrogated to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness. A distribution made under this Article XII to holders of Senior Indebtedness which otherwise would
have been made to Holders of Subordinated Debt Securities is not, as between the Partnership and such Holders, a payment by the Partnership on Senior Indebtedness. 

Section 12.07 Relative Rights. This Article XII defines the relative rights of Holders of Subordinated Debt Securities and holders
of Senior Indebtedness. Nothing in this Indenture shall: 
 (a) impair, as between the Partnership and Holders of Subordinated Debt
Securities, the obligation of the Partnership which is absolute and unconditional, to pay principal of, and premium, if any, and interest on, the Subordinated Debt Securities in accordance with their terms; or 

(b) prevent the Trustee or any Holder of Subordinated Debt Securities from exercising its available remedies upon an Event of Default, subject
to the rights of holders of Senior Indebtedness to receive distributions otherwise payable to Holders of Subordinated Debt Securities. 

  
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 Section 12.08 Subordination May Not Be Impaired by Partnership. No right of any
holder of Senior Indebtedness to enforce the subordination of the Debt evidenced by the Subordinated Debt Securities shall be impaired by any act or failure to act by the Partnership or by its failure to comply with this Indenture. 

Section 12.09 Rights of Trustee and Paying Agent. Notwithstanding the provisions of this Article XII or any other provisions of
this Indenture, the Trustee or any paying agent may continue to make payments on Subordinated Debt Securities and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments, or the taking of any
other action by the Trustee, unless and until a Trust Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee written notice satisfactory to it thereof from the Partnership, any Holder of Debt Securities, any paying
agent of the Partnership or the holder or representative of any class of Senior Indebtedness; and before the receipt of any such written notice, the Trustee shall be entitled in all respects to assume that no such facts exist; provided, however,
that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which, by the terms hereof, any money may become payable for any purpose (including, without limitation, the
payment of the principal of or interest on, or additional amounts owing in respect of, any Debt Security) then, anything herein contained to the contrary notwithstanding, the Trustee shall have all power and authority to receive such money and to
apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it during or after such two Business Day period. The Partnership, the Registrar, any paying agent, a
Representative or a holder of Senior Indebtedness may give the notice; provided, however, that, if an issue of Senior Indebtedness has a Representative, only the Representative may give the notice on behalf of the Holders of the Senior Indebtedness
of that issue. 
 The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it
were not Trustee. The Registrar and any paying agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article XII with respect to any Senior Indebtedness which may at any time be held by it, to the
same extent as any other holder of Senior Indebtedness; and nothing in Section 313 of the TIA, Article VII or elsewhere in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article XII shall apply to
claims of, or payments to, the Trustee under or pursuant to Sections 3.03 and 7.06. 
 Section 12.10 Distribution or Notice to
Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative (if any). 

Section 12.11 Article XII Not to Prevent Defaults or Limit Right to Accelerate. The failure to make a payment pursuant to the
Subordinated Debt Securities by reason of any provision in this Article XII shall not be construed as preventing the occurrence of a Default. Nothing in this Article XII shall have any effect on the right of the Holders or the Trustee to accelerate
the maturity of either the Subordinated Debt Securities or the Debt Securities, as the case may be. 

  
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 Section 12.12 Trust Moneys Not Subordinated. Notwithstanding anything contained
herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article XI by the Trustee for the payment of principal of, and premium, if any, and interest on, the Subordinated Debt Securities or the
Debt Securities shall not be subordinated to the prior payment of any Senior Indebtedness or subject to the restrictions set forth in this Article XII, and none of the Holders thereof shall be obligated to pay over any such amount to the Partnership
or any holder of Senior Indebtedness of the Partnership or any other creditor of the Partnership. 
 Section 12.13 Trustee Entitled
to Rely. Upon any payment or distribution pursuant to this Article XII, the Trustee and the Holders shall be entitled to rely upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in
Section 12.02 are pending, upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to such Holders or upon the Representatives for the holders of Senior Indebtedness for the
purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other Debt of the Partnership, the amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article XII. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any
payment or distribution pursuant to this Article XII, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person
is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article XII, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment. 
 Section 12.14 Trustee to Effectuate Subordination. Each
Holder by accepting a Subordinated Debt Security authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the Holders of Subordinated Debt
Securities and the holders of Senior Indebtedness as provided in this Article XII and appoints the Trustee as attorney-in-fact for any and all such purposes. 

Section 12.15 Trustee Not Fiduciary for Holders of Senior Indebtedness. With respect to the holders of Senior Indebtedness, the
Trustee undertakes to perform or to observe only such of its covenants and obligations as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior Indebtedness shall be read into
this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders of Subordinated
Debt Securities or the Partnership or any other Person, money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article XII or otherwise. 

  
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 Section 12.16 Reliance by Holders of Senior Indebtedness on Subordination Provisions.
Each Holder by accepting a Subordinated Debt Security acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Indebtedness, whether such Senior
Indebtedness was created or acquired before or after the issuance of the Subordinated Debt Securities, to acquire and continue to hold, or to continue to hold, such Senior Indebtedness and such holder of Senior Indebtedness shall be deemed
conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. 

ARTICLE XIII 

MISCELLANEOUS PROVISIONS 

Section 13.01 Successors and Assigns of Partnership Bound by Indenture. All the covenants, stipulations, promises and agreements
in this Indenture contained by or in behalf of the Partnership or the Trustee shall bind their respective successors and assigns, whether so expressed or not. 

Section 13.02 Acts of Board, Committee or Officer of Successor Company Valid. Any act or proceeding authorized or required by any
provision of this Indenture to be done or performed by any board, committee or officer of the Partnership or the General Partner on behalf of the Partnership shall and may be done and performed with like force and effect by the like board, committee
or officer of any Successor Company. 
 Section 13.03 Required Notices or Demands. Except as set forth below, any notice or
communication by the Partnership or the Trustee to the others is duly given if in writing (in the English language) and delivered in Person or mailed by registered or certified mail (return receipt requested) or overnight air courier guaranteeing
next day delivery, to the other’s address: 
 If to the Partnership: 

MPLX LP 
 c/o MPLX GP LLC 

200 E. Hardin Street 
 Findlay, OH
45840 
 Attention: Vice President, General Counsel and Secretary 

If to the Trustee: 
 The Bank of
New York Mellon, N.A. 
 601 Travis Street 

The Chase Center 
 Houston, TX
77002 
 Attn: Corporate Trust Department – Corporate Finance Unit 

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

  
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 All notices and communications shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery, except
in the case of notices or communications given to the Trustee, which shall be effective only upon actual receipt by the Trustee at its Corporate Trust Office. 

Any notice required or permitted to a Holder by the Partnership or the Trustee pursuant to the provisions of this Indenture shall be deemed to
be properly mailed by being deposited postage prepaid in a post office letter box in the United States addressed to such Holder at the address of such Holder as shown on the Debt Security Register. Any report pursuant to Section 313 of the TIA
shall be transmitted in compliance with subsection (c) therein. 
 Notwithstanding the foregoing, any notice to Holders of Floating
Rate Securities regarding the determination of a periodic rate of interest, if such notice is required pursuant to Section 2.03, shall be sufficiently given if given in the manner specified pursuant to Section 2.03. 

In the event of suspension of regular mail service or by reason of any other cause it shall be impracticable to give notice by mail, then such
notification as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder. 
 In the
event it shall be impracticable to give notice by publication, then such notification as shall be given with the approval of the Trustee shall constitute sufficient notice for every purpose hereunder. 

Failure to mail a notice or communication to a Holder or any defect in it or any defect in any notice by publication as to a Holder shall not
affect the sufficiency of such notice with respect to other Holders. If a notice or communication is mailed or published in the manner provided above, it is conclusively presumed duly given. 

The Trustee agrees to accept and act upon notices, instructions, directions or other communications sent by e-mail, facsimile and other
similar unsecured electronic methods by persons believed by the Trustee to be authorized to give instructions and directions on behalf of the Partnership. The Trustee shall have no duty or obligation to verify or confirm that the person who sent
such instructions or directions is, in fact, a person authorized to give instructions or directions on behalf of the Partnership; and the Trustee shall have no liability for any losses, liabilities, costs or expenses incurred or sustained by the
Partnership as a result of such reliance upon or compliance with such notices, instructions, directions or other communications. The Partnership agrees to assume all risks arising out of the use of such electronic methods to submit notices,
instructions, directions or other communications to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. The Partnership shall use all
reasonable endeavors to ensure that any such notices, instructions, directions or other communications transmitted to the Trustee pursuant to this Indenture are complete and correct. Any such notices, instructions, directions or other communications
shall be conclusively deemed to be valid instructions from the Partnership to the Trustee for the purposes of this Indenture. 

  
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 Section 13.04 Governing Law; Waiver of Jury Trial; Jurisdiction. THIS INDENTURE AND
EACH DEBT SECURITY SHALL BE DEEMED TO BE NEW YORK CONTRACTS, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE. 

EACH OF THE PARTNERSHIP AND THE TRUSTEE, AND EACH HOLDER OF A DEBT SECURITY BY ITS ACCEPTANCE THEREOF, HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY. 
 The Partnership irrevocably consents and submits, for itself and in respect of any of its assets or property, to the
nonexclusive jurisdiction of any court of the State of New York or any United States Federal court sitting, in each case, in the Borough of Manhattan, The City of New York, New York, United States of America, and any appellate court from any thereof
in any suit, action or proceeding that may be brought in connection with this Indenture or the Securities, and waives any immunity from the jurisdiction of such courts. The Partnership irrevocably waives, to the fullest extent permitted by law, any
objection to any such suit, action or proceeding that may be brought in such courts whether on the grounds of venue, residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The
Partnership agrees, to the fullest extent that it lawfully may do so, that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Partnership and the Partnership waives, to the fullest
extent permitted by law, any objection to the enforcement by any competent court in the Partnership’s jurisdiction of organization of judgments validly obtained in any such court in New York on the basis of such suit, action or proceeding. 

Section 13.05 Officer’s Certificate and Opinion of Counsel to Be Furnished upon Application or Demand by the Partnership.
Upon any application or demand by the Partnership to the Trustee to take any action under any of the provisions of this Indenture, the Partnership shall furnish to the Trustee an Officer’s Certificate stating that all conditions precedent
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 have been complied with, except that in the case of any such
application or demand as to which the furnishing of such document is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. 

Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture shall include (a) a statement that the Person making such certificate or opinion has read such covenant or condition, (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such certificate or opinion are based, (c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied with and (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with. 

  
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 Section 13.06 Payments Due on Legal Holidays. In any case where the date of maturity
of interest on or principal of and premium, if any, on the Debt Securities of a series or the date fixed for redemption or repayment of any Debt Security or the making of any sinking fund payment shall not be a Business Day at any Place of Payment
for the Debt Securities of such series, then payment of interest or principal and premium, if any, or the making of such sinking fund payment need not be made on such date at such Place of Payment, but may be made on the next succeeding Business Day
at such Place of Payment with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date. If a record date is not a Business Day, the record date shall
not be affected. 
 Section 13.07 Provisions Required by TIA to Control. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in this Indenture which is required to be included in this Indenture by any of Sections 310 to 318, inclusive, of the TIA, such required provision shall control. 

Section 13.08 Computation of Interest on Debt Securities. Interest, if any, on the Debt Securities shall be computed on the basis
of a 360-day year of twelve 30-day months, except as may otherwise be provided pursuant to Section 2.03. 
 Section 13.09 Rules
by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by or a meeting of Holders. The Registrar and any paying agent may make reasonable rules for their functions. 

Section 13.10 No Recourse Against Others. None of the General Partner, or any director, officer, employee, manager, member or
unitholder or other owner of equity of the General Partner or the Partnership will have any liability for any obligations of the Partnership under the Debt Securities, this Indenture or any guarantee or for any claim based on, in respect of, or by
reason of, such obligations or their creation. By accepting a Debt Security, each Holder shall be deemed to have waived and released all such liability. The waiver and release shall be part of the consideration for the issue of the Debt Securities.

 Section 13.11 Severability. In case any provision in this Indenture or the Debt Securities shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 13.12 Effect of Headings. The article and section headings herein and in the Table of Contents are for convenience only
and shall not affect the construction hereof. 
 Section 13.13 Indenture May Be Executed in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or electronic
format (i.e., “pdf” or “tif”) 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 electronic format (i.e., “pdf” or “tif” shall be deemed to be their original signatures for all purposes. 

  
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 ARTICLE XIV 

[RESERVED] 
 The Trustee
hereby accepts the trusts in this Indenture upon the terms and conditions herein set forth. 
 [Remainder of This Page Intentionally Left
Blank.] 

  
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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. 
  

			
	MPLX LP
		
	By:	 	MPLX GP LLC its General Partner
		
	By:	 	  

		 	Name:
		 	Title:
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	  

		 	Name:
		 	Title:



  
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