Common use of Authentication, Delivery and Dating Clause in Contracts

Authentication, Delivery and Dating. Securities shall be executed on behalf of the Operating Partnership by the Chairman, President or one of the Vice Presidents and by the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating Partnership. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with any Coupons appertaining thereto, executed by the Operating Partnership, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. Securities shall be executed on behalf of the Operating Partnership by the Chairman, President or the President, one of the Vice Presidents and by Presidents, the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the GuarantorHoldings, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ Coupons shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the GuarantorHoldings, as the sole general partner of the Operating Partnership. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Limited Guarantee shall be executed on behalf of the Limited Guarantor by any two duly authorized signatories (which may include officers) of its authorized signatoriesthe Limited Guarantor. The signature of any of these signatories on the Limited Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Limited Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of Holdings, as the sole general partner of the Operating Partnership Partnership, or the Limited Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the Limited Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the Limited Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with any Coupons appertaining thereto, executed by Holdings, as the sole general partner of the Operating Partnership, to the Trustee for authentication and, provided that the Board Resolutions Resolution and Officers’ Certificate on behalf of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Limited Guarantee on behalf of the Limited Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership Company by one of its Chairman of the ChairmanBoard, President its President, its Chief Executive Officer, its Chief Financial Officer or one of the its Vice Presidents and under its corporate seal reproduced thereon attested by the Treasurer, one of the Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipSecretaries. The signature signatures of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, Company shall bind the Operating Partnership and the GuarantorCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver SecuritiesSecurities executed by the Company to the Trustee (with Guarantees endorsed thereon) for authentication, together with any Coupons appertaining thereto, executed by the Operating Partnership, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, Securities; and the Trustee in accordance with the Operating Partnership such Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such SecuritiesSecurities as provided in this Indenture and not otherwise. The delivery Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security by shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company or any Guarantor, pursuant to Article Eight, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, after upon the authentication thereof hereunderrequest of the successor Person, shall constitute due delivery authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Guarantee Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the GuarantorTrustee. In Unless limited by the terms of such appointment, an authenticating such Securities, and accepting agent may authenticate Securities whenever the additional responsibilities under Trustee may do so. Each reference in this Indenture in relation to such Securities and any Coupons appertaining thereto, authentication by the Trustee shall receive, includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:its Affiliates.

Authentication, Delivery and Dating. The ---------------------------------------------- Securities and any coupons appertaining thereto shall be executed on behalf of the Operating Partnership by the Chairman, President or one of the Vice Presidents and by the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, Company in its capacity as the sole general partner of the Operating PartnershipPartnership by the Chairman of the Board of Trustees, the President, a Vice President or the Treasurer of the Company, under the Company's corporate seal reproduced thereon, and may (but need not) have attested by the Company's or one of its corporate seal or Assistant Secretaries. The Company agrees to execute a facsimile thereof reproduced thereonGuarantee on each Guaranteed Security authenticated and delivered by the Trustee. ▇▇▇▇▇▇▇ Guarantees shall be executed on behalf of the Operating Partnership Company by the ChairmanChairman of the Board of Trustees, the President, a Vice President or any Vice President the Treasurer of the GuarantorCompany, as the sole general partner under its corporate seal reproduced thereon, and attested by its Secretary or one of the Operating Partnershipits Assistant Secretaries. The signature of any of these officers on the Securities or Securities, any Coupons appertaining thereto related Guarantees and any coupons may be manual or facsimile. The Guarantee shall be executed on behalf facsimile signatures of the Guarantor by present or any two of its future such authorized signatories. The signature of any of these signatories officer and may be imprinted or otherwise reproduced on the Guarantee may be manual or facsimile. Securities Securities, any related Guarantees and any Coupons appertaining thereto and the Guarantee coupons. Any Securities, any related Guarantees or any coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Operating Partnership or the GuarantorCompany, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the Guarantorcase may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or any related Guarantees or did not hold such offices at the date of such Securities Securities, any related Guarantees or Coupons or the Guaranteeany coupons. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver SecuritiesSecurities of any series, together with any Coupons appertaining theretocoupons, executed by the Operating Partnership, and together with any related Guarantees, executed by the Company to the Trustee for authentication andauthentication, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures together with respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the TrusteeSecurities, and the Trustee shall authenticate and deliver such Securities in accordance with the Operating Partnership Order Order; provided, however, that, in connection with its original -------- ------- issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and subject provided, further, that, unless otherwise -------- ------- specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to received such Bearer Security has furnished a certificate to Euroclear or CEDEL, as the case may be, in the form set forth in Exhibit A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days prior to the provisions hereof earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and canceled. If all of the Securities of any series are not to be issued at one time and if the Board Resolution or supplemental indenture establishing such series so permits, such Operating Partnership Order may set forth procedures acceptable to the Trustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as the interest rate or formula, maturity date, date of issuance and date from which interest shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantoraccrue. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities Securities, any related Guarantees and any Coupons coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Sections Section 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriateon:

Authentication, Delivery and Dating. The Securities and any coupons appertaining thereto shall be executed on behalf of the Operating Partnership Company by the ChairmanChairman of the Board, Vice Chairman of the Board, President or one of the any Vice Presidents President (which shall include any Executive Vice President and any Senior Vice President), and attested by the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one Treasurer or any Assistant Secretary or Assistant Treasurer, of the Assistant Secretaries Company or, if the Company is a partnership, then by such Officer of the GuarantorGeneral Partner. The related Guarantees, as the sole general partner of the Operating Partnershipif any, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership Guarantor by the ChairmanGuarantor’s Chairman of the Board, Vice Chairman of the Board, President or any Vice President of the Guarantor(which shall include any Executive Vice President or any Senior Vice President), as the sole general partner of the Operating Partnershipand attested by its Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. The signature of any of these officers on the Securities or any Coupons appertaining thereto Securities, Guarantees and coupons may be manual or facsimile. The Guarantee shall be executed on behalf facsimile signatures of the Guarantor by present or any two of its future such authorized signatories. The signature of any of these signatories officer and may be imprinted or otherwise reproduced on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee Guarantees. Securities, Guarantees or coupons bearing the manual or facsimile signatures of individuals who were at any time the proper officers Officers of the Operating Partnership Company and, as applicable, the Guarantor shall bind the Company or the Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the Guarantorcase may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to before the authentication and delivery of such Securities or Guarantees or did not hold such offices at the date of such Securities Securities, Guarantees or Coupons or the Guaranteecoupons. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver SecuritiesSecurities of any series, together with any Coupons Guarantees or coupons appertaining thereto, executed by the Operating PartnershipCompany and, as applicable, the Guarantor, to the Trustee for authentication andauthentication, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures together with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the Trusteeand Guarantees, and the Trustee in accordance with the Operating Partnership Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such SecuritiesSecurities and Guarantees; provided, however, that, in connection with its original issuance, no Bearer Security shall be mailed or otherwise delivered to any location in the United States; and provided further that, unless otherwise specified with respect to any series of Securities pursuant to Section 301, a Bearer Security may be delivered in connection with its original issuance only if the Person entitled to receive such Bearer Security shall have furnished a certificate to Euroclear or Clearstream, as the case may be, in substantially the form set forth in Exhibit A-1 to this Indenture or such other certificate as may be specified with respect to any series of Securities pursuant to Section 301, dated no earlier than 15 days before the earlier of the date on which such Bearer Security is delivered and the date on which any temporary Security first becomes exchangeable for such Bearer Security in accordance with the terms of such temporary Security and this Indenture. The If any Security shall be represented by a permanent global Bearer Security, then, for purposes of this Section 303 and Section 304, the notation of a beneficial owner’s interest therein upon original issuance of such Security or upon exchange of a portion of a temporary Global Security shall be deemed to be delivery in connection with its original issuance of such beneficial owner’s interest in such permanent Global Security. Except as permitted by Section 306, the Trustee shall not authenticate and deliver any Bearer Security unless all appurtenant coupons for interest then matured have been detached and cancelled. If all the Securities of any Security by series are not to be issued at one time and if the Trusteeterms of such series as established in or pursuant to a Board Resolution or supplemental indenture shall so permit, after such Company Order may set forth procedures acceptable to the authentication thereof hereunderTrustee for the issuance of such Securities and determining the terms of particular Securities of such series, such as interest rate or formula, maturity date, date of issuance and date from which interest shall constitute due delivery of the Guarantee on behalf of the Guarantoraccrue. In authenticating such SecuritiesSecurities of any series, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretoSecurities, the Trustee shall be entitled to receive, and (subject to Sections TIA Section 315(a) through 315(d) of the Trust Indenture Act)) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership Company by a Chairman of the ChairmanBoard, a Vice Chairman of the Board, a President or one of the Vice Presidents and by the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner Company (or any other officer of the Operating PartnershipCompany designated in writing by or pursuant to authority of the Board of Directors and delivered to the Trustee from time to time), under its corporate seal reproduced thereon attested by a Secretary or Assistant Secretary of the Company. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, Company shall bind the Operating Partnership and the GuarantorCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver Securities, together with Securities of any Coupons appertaining thereto, series executed by the Operating Partnership, Company and having endorsed thereon the Subsidiary Guarantees executed pursuant to Section 1502 by the Subsidiary Guarantors to the Trustee for authentication andauthentication, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures together with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to with the TrusteeSubsidiary Guarantees endorsed thereon, and the Trustee in accordance with the Operating Partnership Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such SecuritiesSecurities with the Subsidiary Guarantees endorsed thereon. The delivery of any Security by If the Trustee, after the authentication thereof hereunder, shall constitute due delivery form or terms of the Guarantee on behalf Securities of the Guarantor. In series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretoSecurities, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 601) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership by the ChairmanChief Executive Officer, President or one of the Vice Presidents and by the TreasurerChief Financial Officer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipGeneral Partner and need not be attested. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, General Partner shall bind the Operating Partnership and the GuarantorPartnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with Securities of any Coupons appertaining thereto, series executed by the Operating Partnership, Partnership to the Trustee for authentication andauthentication, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures together with respect to such Securities referred to in Section 301 and an Operating a Partnership Order for the authentication and delivery of such Securities have been delivered to the TrusteeSecurities, and the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery ; PROVIDED, HOWEVER, that in the case of any Security Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the TrusteeTrustee of oral or electronic instructions from the Partnership or its duly authorized agents, after thereafter promptly confirmed in writing) acceptable to the authentication thereof hereunder, shall constitute due delivery Trustee as may be specified by or pursuant to a Partnership Order delivered to the Trustee prior to the time of the Guarantee on behalf first authentication of Securities of such series. If the form or terms of the Guarantor. In Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretoSecurities, the Trustee shall be entitled to receive such documents as it may reasonably request. The Trustee shall also be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 601) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:stating,

Authentication, Delivery and Dating. Securities shall be executed on behalf of the Operating Partnership Issuers by the Chairman, President or one Chairman of the Vice Presidents and by Board, the President, the Treasurer, one an Assistant Treasurer, a Vice President or such other person authorized by resolution of the Assistant Treasurers, the Controller, the Secretary or one Board of Directors of the Assistant Secretaries of the GuarantorGeneral Partner and Finance Corp., as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating Partnershiprespectively. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the GuarantorGeneral Partner and Finance Corp., as applicablerespectively, shall, to the fullest extent permitted by law, shall bind the Operating Partnership and the GuarantorIssuers, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Issuers may deliver Securities, together with any Coupons appertaining thereto, executed by the Operating PartnershipIssuers, to the Trustee for authentication and, provided that the Board Resolutions Resolution and Officers’ Officer’s Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership Issuer Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Issuer Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretoSecurities, the Trustee shall receivebe provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, upon an Opinion of Counsel and an Officer’s Certificate that contain the statements required by Section 102 and shall also be entitled to the following effect, which receive an Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriatestating:

Authentication, Delivery and Dating. Securities shall be executed on behalf of the Operating Partnership Issuer by the ChairmanGeneral Partner acting in its capacity as sole managing general partner of the Issuer by the General Partner's Chairman of the Board, President one of its Vice Chairmen, its President, its Treasurer or one of the its Vice Presidents under its corporate seal reproduced thereon and attested by the Treasurer, one of the Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereonSecretaries. ▇▇▇▇▇▇▇ Coupons shall be executed on behalf of the Operating Partnership Issuer by the Chairman, the President or any Vice President of the Guarantor, General Partner acting in its capacity as the sole managing general partner of the Operating PartnershipIssuer by the General Partner's Treasurer or any Assistant Treasurer. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, Issuer shall bind the Operating Partnership and the GuarantorIssuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeCoupons. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Issuer may deliver Securities, together with any Coupons appertaining thereto, executed by the Operating PartnershipIssuer, to the Trustee for authentication and, provided that the Board Resolutions Resolution and Officers’ ' Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership Issuer Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Issuer Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:,

Authentication, Delivery and Dating. Securities Upon the execution and delivery of this Agreement, and at any time and from time to time thereafter, MS plc and the Corporation may deliver, subject to any limitation on the aggregate principal amount of Debentures represented thereby, an unlimited number of Capital Unit Certificates executed by MS plc (with respect to the Debentures constituting a part of the Capital Units evidenced thereby) and the Corporation (with respect to the Purchase Contracts constituting a part of the Capital Units evidenced thereby) to the Trustee and the Agent for authentication, countersignature and execution, as the case may be, together with their respective Issuer Orders for authentication, countersignature and execution of such Capital Unit Certificates, and the Trustee in accordance with the Indenture and the Issuer Order of MS plc shall authenticate the Debentures constituting a part of the Capital Units evidenced by such Capital Unit Certificates, and the Agent in accordance with this Agreement and the Issuer Order of the Corporation shall countersign and execute on behalf of the Holder the Purchase Contracts forming a part of the Capital Units evidenced by such Capital Unit Certificates, and deliver such Capital Unit Certificates upon the order of MS plc and the Corporation. The Debentures constituting a part of the Capital Units shall be executed on behalf of MS plc and shall be authenticated by the Trustee in accordance with the terms of the Indenture. The Purchase Contracts constituting a part of the Capital Units shall be executed on behalf of the Operating Partnership by Corporation in accordance with Section 401. Section 304. Temporary Capital Unit Certificates. Pending the Chairmanpreparation of definitive Capital Unit Certificates, President or one MS plc (with respect to the Debentures constituting a part of the Vice Presidents Capital Units evidenced thereby) and by the Treasurer, one Corporation (with respect to the Purchase Contracts constituting a part of the Assistant Treasurers, Capital Units evidenced thereby) shall execute and deliver to the Controller, Trustee and the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole general partner of the Operating PartnershipAgent, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ the Trustee and the Agent shall be executed authenticate, countersign, execute on behalf of the Operating Partnership Holder and deliver, as appropriate, in lieu of such definitive Capital Unit Certificates, temporary Capital Unit Certificates that are in substantially the form set forth in Exhibit A hereto, with such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as may be required by the Chairmanrules of any securities exchange on which the Capital Units are listed or as may, consistent herewith, be determined with respect to the portion of the Capital Unit Certificates evidencing the Debentures by the officers of MS plc executing such Debentures and with respect to the portion of the Capital Unit Certificates evidencing the Purchase Contracts by the officers of the Corporation executing the Purchase Contracts, in each case as evidenced by their execution of the Debentures and Purchase Contracts evidenced by such Capital Unit Certificates. If temporary Capital Unit Certificates are issued, MS plc and the Corporation will cause definitive Capital Unit Certificates to be prepared without unreasonable delay. After the preparation of definitive Capital Unit Certificates, the President or any Vice President temporary Capital Unit Certificates shall be exchangeable for definitive Capital Unit Certificates upon surrender of the Guarantortemporary Capital Unit Certificates at the Corporate Trust Office, as at the sole general partner expense of MS plc and the Corporation and without charge to any Holder. Upon surrender for cancellation of any one or more temporary Capital Unit Certificates, MS plc (with respect to the Debentures constituting a part of the Operating Partnership. The signature Capital Units evidenced thereby) and the Corporation (with respect to the Purchase Contracts constituting a part of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee Capital Units evidenced thereby) shall be executed execute and deliver to the Trustee and the Agent, and the Trustee and the Agent shall authenticate, countersign, execute on behalf of the Guarantor by any two Holder and deliver, as appropriate, in exchange therefor definitive Capital Unit Certificates of its like tenor of authorized signatoriesdenominations and evidencing a like number of Capital Units as the temporary Capital Unit Certificate or Certificates so surrendered. The signature of any of these signatories on Until so exchanged, the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto temporary Capital Unit Certificates shall in all respects evidence the same benefits and the Guarantee bearing same obligations under the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the GuarantorDebentures, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with any Coupons appertaining thereto, executed by the Operating Partnership, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the TrusteePurchase Contracts, the Trustee in accordance with the Operating Partnership Order Indenture and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations Agreement as such counsel and Trustee shall deem appropriate:definitive Capital Unit Certificates.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership Company by its Chairman of the ChairmanBoard, President its President, its Treasurer or one of the its Vice Presidents and Presidents, under its corporate seal reproduced thereon or affixed thereto attested by the Treasurer, one of the Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipSecretaries. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, Company shall bind the Operating Partnership and the GuarantorCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver Securities, together with Securities of any Coupons appertaining thereto, series executed by the Operating Partnership, Company and having endorsed (by attachment or imprint) thereon the Senior Guarantees executed as provided in Article Fourteen by the Guarantors to the Trustee for authentication andauthentication, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures together with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the TrusteeSecurities, and the Trustee in accordance with the Operating Partnership Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such SecuritiesSecurities with such Senior Guarantees endorsed thereon, as in this Indenture provided and not otherwise. The delivery of any Security by If the Trustee, after the authentication thereof hereunder, shall constitute due delivery form or terms of the Guarantee on behalf Securities with the Senior Guarantees endorsed thereon of the Guarantor. In series have been established in or pursuant to one or more Board Resolutions or any other method permitted by Sections 201 and 301, in authenticating such SecuritiesSecurities with the Senior Guarantees endorsed thereon, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretowith the Senior Guarantees endorsed thereon, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 601) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership Company by one of its Chairman of the ChairmanBoard, President its President, its Chief Executive Officer, its Chief Financial Officer or one of the its Vice Presidents and by the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipPresidents. The signature signatures of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, Company shall bind the Operating Partnership and the GuarantorCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver SecuritiesSecurities executed by the Company to the Trustee (with Guarantees endorsed thereon if required pursuant to the provisions of this Indenture) for authentication, together with any Coupons appertaining thereto, executed by the Operating Partnership, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, Securities; and the Trustee in accordance with the Operating Partnership such Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such SecuritiesSecurities as provided in this Indenture and not otherwise. The delivery Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security by shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company or any Guarantor, pursuant to Article Eight, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, after upon the authentication thereof hereunderrequest of the successor Person, shall constitute due delivery authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Guarantee Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the GuarantorTrustee. In Unless limited by the terms of such appointment, an authenticating such Securities, and accepting agent may authenticate Securities whenever the additional responsibilities under Trustee may do so. Each reference in this Indenture in relation to such Securities and any Coupons appertaining thereto, authentication by the Trustee shall receive, includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:Guarantors.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership by the its General Partner by such General Partner’s Chairman, President or one of the any Vice Presidents and by the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have President. If a Guarantor is a corporation its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ Guarantee shall be executed on behalf of the Operating Partnership such Guarantor by its Chairman, President or any Vice President and if a Guarantor is a partnership or a limited liability company its Guarantee shall be executed on behalf of such Guarantor by the Chairman, the President or any Vice President of the Guarantorits general partner or manager, as the sole general partner of the Operating Partnershipapplicable. The signature of any of these officers on the Securities or any Coupons appertaining thereto Guarantees, if any, may be manual or facsimilefacsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Securities or the Guarantees. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual Guarantees or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership’s General Partner, the Guarantors (or the general partner or manager of such Guarantor) or any corporate successor of the Operating Partnership or the any Guarantor, as applicable, shall, to the fullest extent permitted by law, shall bind the Operating Partnership and or the applicable Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or Guarantees or did not hold such offices at the date of such Securities or Coupons Guarantees. Each Security and Guarantee shall be dated the date of its authentication. No Security or Guarantee shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the Guarantee. At form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any time Security shall be conclusive evidence, and from time the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to time after the execution and delivery benefits of this Indenture. Notwithstanding the foregoing, the Operating Partnership may deliver Securities, together with if any Coupons appertaining thereto, executed Security shall have been authenticated and delivered hereunder but never issued and sold by the Operating Partnership, and the Operating Partnership shall deliver such Security to the Trustee for authentication and, cancellation as provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 309 together with a written statement (which need not comply with Section 102 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security need not be accompanied by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel Counsel) stating that such Security has never been issued and sold by the Operating Partnership, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the following effect, which Opinion benefits of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:this Indenture.

Authentication, Delivery and Dating. Securities shall be executed on behalf of the Operating Partnership by the its Chairman, President its Chief Executive Officer, its President, its Chief Financial Officer or one of the its Vice Presidents and by the its Treasurer, one of the its Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate the seal of the Operating Partnership or the General Partner or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ Coupons shall be executed on behalf of the Operating Partnership by the its Chairman, the its Chief Executive Officer, its President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipPresidents. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the GuarantorPartnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeCoupons. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with any Coupons appertaining thereto, executed by the Operating Partnership, and, if applicable, together with Guarantees endorsed on the certificates evidencing such Securities executed by the Guarantor and, if applicable, together with guarantees endorsed on the certificates evidencing such Securities executed by any Other Guarantors, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership Officer’s Certificates or supplemental indenture or indentures with respect to such Securities and any Guarantees thereof by the Guarantor or any guarantees by any Other Guarantors thereof referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee of the Guarantor, if any, and the guarantee of any Other Guarantor, if any, endorsed thereon on behalf of the Guarantor or any such Other Guarantor, as the case may be. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretothereto and any Guarantees, if any, of the Guarantor and the guarantees, if any, of any Other Guarantor thereof, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. Securities and any Guarantee to be endorsed thereon shall be executed on behalf of the Operating Partnership or the related Guarantor, as applicable, by the Chairman, the President or one of the Vice Presidents and by Presidents, or the Treasurer, one Chief Financial Officer of the Assistant TreasurersCompany, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole general partner on behalf of the Operating PartnershipPartnership or such Guarantor, and may (but need not) have its the Company’s or the Guarantor’s, as applicable, corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating Partnership. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee related Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company, on behalf of the Operating Partnership or the any Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities or Coupons or the any such related Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with any Coupons appertaining thereto, Securities executed by the Operating Partnership, Partnership to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Officer’s Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretoSecurities, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Officer’s Certificate stating that all conditions precedent to the issuance, authentication and delivery of such Securities have been satisfied and an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. Securities shall be executed on behalf of the Operating Partnership Company by the its Chairman, its Chief Executive Officer, its President or one of the its Vice Presidents and by the its Treasurer, one of the its Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate or other seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ Coupons shall be executed on behalf of the Operating Partnership Company by the its Chairman, the its Chief Executive Officer, its President or any of its Vice President of the Guarantor, as the sole general partner of the Operating PartnershipPresidents. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, Company shall, to the fullest extent permitted by law, bind the Operating Partnership and the GuarantorCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeCoupons. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver Securities, together with any Coupons appertaining thereto, executed by the Operating PartnershipCompany, to the Trustee for authentication and, provided that the Board Resolutions Resolution and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall receive, and (subject to the applicable provisions of Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership by the Chairman of the Board, Vice Chairman, President or one of the Vice Presidents and by the TreasurerChief Executive Officer, one of the Assistant TreasurersChief Financial Officer, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipGeneral Partner and need not be attested. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, General Partner shall bind the Operating Partnership and the GuarantorPartnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with Securities of any Coupons appertaining thereto, series executed by the Operating Partnership, Partnership to the Trustee for authentication andauthentication, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures together with respect to such Securities referred to in Section 301 and an Operating a Partnership Order for the authentication and delivery of such Securities have been delivered to the TrusteeSecurities, and the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery ; provided, however, that in the case of any Security Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in accordance with such other procedures (including, without limitation, the receipt by the TrusteeTrustee of oral or electronic instructions from the Partnership or its duly authorized agents, after thereafter promptly confirmed in writing) acceptable to the authentication thereof hereunder, shall constitute due delivery Trustee as may be specified by or pursuant to a Partnership Order delivered to the Trustee prior to the time of the Guarantee on behalf first authentication of 26 33 Securities of such series. If the form or terms of the Guarantor. In Securities of the series have been established in or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretoSecurities, the Trustee shall be entitled to receive, in addition to any Officers' Certificate and Opinion of Counsel required to be furnished to the Trustee pursuant to Section 102, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 601) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership Company by one of its Chairman of the ChairmanBoard, President its President, its Chief Executive Officer, its Chief Financial Officer or one of the its Vice Presidents and by the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipPresidents. The signature signatures of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, Company shall bind the Operating Partnership and the GuarantorCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver SecuritiesSecurities executed by the Company to the Trustee (with Guarantees endorsed thereon if required pursuant to the provisions of this Indenture) for authentication, together with any Coupons appertaining thereto, executed by the Operating Partnership, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, Securities; and the Trustee in accordance with the Operating Partnership such Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such SecuritiesSecurities as provided in this Indenture and not otherwise. The delivery Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security by shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company or any Guarantor, pursuant to Article Eight, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or 61 other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, after upon the authentication thereof hereunderrequest of the successor Person, shall constitute due delivery authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Guarantee Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the GuarantorTrustee. In Unless limited by the terms of such appointment, an authenticating such Securities, and accepting agent may authenticate Securities whenever the additional responsibilities under Trustee may do so. Each reference in this Indenture in relation to such Securities and any Coupons appertaining thereto, authentication by the Trustee shall receive, includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:Guarantors.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership Company by one of its Chairman of the ChairmanBoard, President its President, its Chief Executive Officer, its Chief Financial Officer or one of the its Vice Presidents and Presidents, attested by the Treasurerits President, one of the Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipSecretaries. The signature signatures of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, Company shall bind the Operating Partnership and the GuarantorCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver SecuritiesSecurities executed by the Company to the Trustee (with Guarantees, if any, endorsed thereon) for authentication, together with any Coupons appertaining thereto, executed by the Operating Partnership, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, Securities; and the Trustee in accordance with the Operating Partnership such Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such SecuritiesSecurities as provided in this Indenture and not otherwise. The delivery Each Security shall be dated the date of its authentication. No Security or Guarantee, if any, endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security by shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company, or any Guarantor, pursuant to Article Eight, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company, or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, after upon Company Request of the authentication thereof hereundersuccessor Person, shall constitute due delivery authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Guarantee Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities on behalf of the GuarantorTrustee. In Unless limited by the terms of such appointment, an authenticating such Securities, and accepting agent may authenticate Securities whenever the additional responsibilities under Trustee may do so. Each reference in this Indenture in relation to such Securities and any Coupons appertaining thereto, authentication by the Trustee shall receive, includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Company and (subject to Sections 315(a) through 315(d) of its Affiliates. If an officer whose signature is on a Security no longer holds that office at the Trust Indenture Act) time the Trustee authenticates such Security such Security shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:valid nevertheless.

Authentication, Delivery and Dating. Securities shall be executed on behalf of the Operating Partnership by the Chairman, President or one of the Vice Presidents and by the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the GuarantorHoldings, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ Coupons shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the GuarantorHoldings, as the sole general partner of the Operating Partnership. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two duly authorized signatories of its authorized signatoriesthe Guarantor. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of Holdings, as the sole general partner of the Operating Partnership Partnership, or the Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with any Coupons appertaining thereto, executed by Holdings, as the sole general partner of the Operating Partnership, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. Securities and any Guarantee to be endorsed thereon shall be executed on behalf of the Operating Partnership or the related Guarantor, as applicable, by the Chairman, President or one of the Vice Presidents and by the Treasurer, one of the Assistant Treasurers, the Controller, the Secretary or one of the Assistant Secretaries of the GuarantorCompany, as the sole general partner on behalf of the Operating Partnership, or such Guarantor, and may (but need not) have its the Company’s or the Guarantor’s, as applicable, corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating Partnership. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee related Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership Partnership, any Guarantor or the GuarantorCompany on behalf of the Operating Partnership, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities or Coupons or the any such related Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with any Coupons appertaining thereto, Securities executed by the Operating Partnership, Partnership to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretoSecurities, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. Securities shall be executed on behalf of the Operating Partnership Company by the its Chairman, its President or one of the its Vice Presidents and by the its Treasurer, one of the its Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ Coupons shall be executed on behalf of the Operating Partnership Company by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipCompany. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The notation of the Guarantee endorsed on any Securities shall be executed on behalf of the Guarantor by any two its Chairman, its President or one of its authorized signatoriesVice Presidents and by its Treasurer, one of its Assistant Treasurers, its Secretary or one of its Assistant Secretaries. The signature of any of these signatories officers on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership Company or the Guarantor, as applicable, any applicable Guarantor shall, to the fullest extent permitted by law, bind the Operating Partnership Company and the such Guarantor, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeGuarantees. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver Securities, together with any Coupons appertaining thereto, executed by the Operating PartnershipCompany, to the Trustee for authentication and, provided that the Board Resolutions Resolution and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. Securities shall be executed on behalf of the Operating Partnership by the its Chairman, President its Chief Executive Officer, its President, its Chief Financial Officer or one of the its Vice Presidents and by the its Treasurer, one of the its Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate the seal of the Operating Partnership or the General Partner or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ Coupons shall be executed on behalf of the Operating Partnership by the its Chairman, the its Chief Executive Officer, its President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipPresidents. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the GuarantorPartnership, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeCoupons. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with any Coupons appertaining thereto, executed by the Operating Partnership, and, if applicable, together with Guarantees endorsed on the certificates evidencing such Securities executed by the Guarantor, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership Officer’s Certificates or supplemental indenture or indentures with respect to such Securities and any Guarantees thereof referred to in Section 301 and an Operating Partnership Order (or, if such Securities are guaranteed by the Guarantor, a combined Operating Partnership Order and Guarantor Order) for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Order (or the combined Operating Partnership Order and Guarantor Order, as applicable) and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretothereto and any Guarantees thereof, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. Securities and any Guarantee to be endorsed thereon shall be executed on behalf of the Operating Partnership or the related Guarantor, as applicable, by the Chairman, President or one of the Vice Presidents and by the Treasurer, one of the Assistant TreasurersCompany or the Special Limited Partner, the Controller, the Secretary or one of the Assistant Secretaries of the Guarantor, as the sole general partner on behalf of the Operating Partnership, or such Guarantor, and may (but need not) have its the Company’s or the Guarantor’s, as applicable, corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating Partnership. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee related Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership Partnership, any Guarantor or the GuarantorCompany on behalf of the Operating Partnership, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the or such Guarantor, as applicable, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or the Securities upon which any such Guarantee is endorsed or did not hold such offices at the date of such Securities or Coupons or the any such related Guarantee. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with any Coupons appertaining thereto, Securities executed by the Operating Partnership, Partnership to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretoSecurities, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership Issuers by one of its Chairman of the ChairmanBoard, President its President, its Chief Executive Officer, its Chief Financial Officer or one of the its Vice Presidents and Presidents, attested by the Treasurerits President, one of the Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipSecretaries. The signature signatures of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, Issuers shall bind the Operating Partnership and the GuarantorIssuers, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Issuers may deliver SecuritiesSecurities executed by the Issuers to the Trustee (with Guarantees endorsed thereon) for authentication, together with any Coupons appertaining thereto, executed by the Operating Partnership, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, Securities; and the Trustee in accordance with the Operating Partnership such Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such SecuritiesSecurities as provided in this Indenture and not otherwise. The delivery Each Security shall be dated the date of its authentication. No Security or Guarantee endorsed thereon shall be entitled to any Security by benefit under this Indenture or be valid or obligatory for any purpose unless there appears on In case the Company, Finance Corp. or any Guarantor, pursuant to Article Eight, shall, in a single transaction or through a series of related transactions, be consolidated or merged with or into any other Person or shall sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation or surviving such merger, or into which the Company, Finance Corp. or such Guarantor shall have been merged, or the successor Person which shall have participated in the sale, assignment, conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any of the Securities authenticated or delivered prior to such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Securities executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities surrendered for such exchange and of like principal amount; and the Trustee, after upon Company Request of the authentication thereof hereundersuccessor Person, shall constitute due delivery authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of the Guarantee Holders but without expense to them, shall provide for the exchange of all Securities at the time Outstanding for Securities authenticated and delivered in such new name. The Trustee may appoint an authenticating agent acceptable to the Issuers to authenticate Securities on behalf of the GuarantorTrustee. In Unless limited by the terms of such appointment, an authenticating such Securities, and accepting agent may authenticate Securities whenever the additional responsibilities under Trustee may do so. Each reference in this Indenture in relation to such Securities and any Coupons appertaining thereto, authentication by the Trustee shall receive, includes authentication by such agent. An authenticating agent has the same rights as any Security Registrar or Paying Agent to deal with the Issuers and (subject to Sections 315(a) through 315(d) of their Affiliates. If an officer whose signature is on a Security no longer holds that office at the Trust Indenture Act) time the Trustee authenticates such Security such Security shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:valid nevertheless.

Authentication, Delivery and Dating. The Securities shall be executed on behalf of the Operating Partnership Company by any one of the following: its Chairman, Chief Executive Officer, one of its Vice Chairmen, its President or one of the its Vice Presidents and attested by the Treasurer, one of the Assistant Treasurers, the Controller, the its Vice Presidents or its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipSecretaries. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, Company shall bind the Operating Partnership and the GuarantorCompany, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. The Trustee shall (upon Company Order) authenticate and deliver Securities for original issue in an aggregate principal amount of up to $1,000,000,000. Each Security shall be dated the date of its authentication. No Security endorsed thereon shall be entitled to any benefit under this Indenture or Coupons be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of one of its duly authorized signatories, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture. In case the Company, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of substantially all of its properties and assets to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company shall have been merged, or the Guarantee. At successor Person which shall have received a conveyance, transfer, Lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the Trustee pursuant to Article Eight, any time and of the Securities authenticated or delivered prior to such consolidation, merger, conveyance, transfer, Lease or other disposition may, from time to time after time, at the execution and delivery of this Indenture, the Operating Partnership may deliver Securities, together with any Coupons appertaining thereto, executed by the Operating Partnership, to the Trustee for authentication and, provided that the Board Resolutions and Officers’ Certificate request of the Operating Partnership or supplemental indenture or indentures successor Person, be exchanged for other Securities executed in the name of the successor Person with respect to such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Securities referred to in Section 301 surrendered for such exchange and an Operating Partnership Order for the authentication of like principal amount; and delivery of such Securities have been delivered to the Trustee, upon written order of the Trustee in accordance with the Operating Partnership Order and subject to the provisions hereof and of such Securities successor Person, shall authenticate and deliver Securities as specified in such request for the purpose of such exchange. If Securities shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Securities, such successor Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Securities at the time Outstanding held by such Holder for Securities authenticated and delivered in such new name. Except as described below, the Securities will be deposited with, or on behalf of, the Depository, and registered in the name of the Depository or the nominee of the Depository in the form of one or more global note certificates (each a "Rule 144A Global Security"), for credit to the respective accounts of the beneficial owners of the Securities represented thereby. The delivery Rule 144A Global Securities shall bear the legend set forth in Section 206 and, in the case of any Security Restricted Securities, the legend set forth in Section 205. Securities purchased by persons outside the TrusteeUnited States pursuant to sales in accordance with Regulation S under the Securities Act shall be deposited with, after or on behalf of, the authentication thereof hereunderDepository, shall constitute due delivery and registered in the name of the Guarantee Depository or the nominee of the Depository in the form of one or more global note certificates (each a "Regulation S Global Security"), for credit to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct), provided that upon such deposit all such Securities shall be credited to or through accounts maintained at the Depository by or on behalf of the GuarantorEuroclear System or Cedel Bank, S.A. Securities represented by a Regulation S Global Security will not be exchangeable for Securities in registered definitive form (each a "Physical Security") until the expiration of the "40-day restricted period" within the meaning of Rule 903(c)(3) of Regulation S under the Securities Act. In authenticating such The Regulation S Global Securities shall bear the legend set forth in Section 206 and, in the case of Restricted Securities, and accepting the additional responsibilities under this Indenture legend set forth in relation to such Securities and any Coupons appertaining thereto, the Trustee shall receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:Section 205.

Authentication, Delivery and Dating. Securities shall be executed on behalf of the Operating Partnership Company by the its Chairman, its Chief Executive Officer, its President or one of the its Vice Presidents and by the its Treasurer, one of the its Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate or other seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ Coupons shall be executed on behalf of the Operating Partnership Company by the its Chairman, the its Chief Executive Officer, its President or any of its Vice President of the Guarantor, as the sole general partner of the Operating PartnershipPresidents. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The If any Guarantees are to be endorsed on or attached to any Securities, and if such Guarantees provide for the execution thereof by the applicable Guarantors (it being understood and agreed that any such Guarantee may, but need not, provide for the execution by the applicable Guarantors), such Guarantees shall be executed on behalf of the each applicable Guarantor by any two its Chairman, its Chief Executive Officer, its President, its Chief Financial Officer, one of its Vice Presidents or any other duly authorized signatoriesofficer of such Guarantor and may (but need not) have its corporate or other seal or facsimile thereof reproduced thereon. The signature of any of these signatories officers on the any Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee any Guarantees bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership Company or the applicable Guarantor, as applicablethe case may be, shall, to the fullest extent permitted by law, bind the Operating Partnership and Company or such Guarantor, as the Guarantorcase may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeCoupons. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver Securities, together with any Coupons appertaining thereto, executed by the Operating PartnershipCompany, to the Trustee for authentication and, provided that the Board Resolutions Resolution and Officers’ Certificate of the Operating Partnership (and each Guarantor’s Board Resolution and Guarantor’s Officers’ Certificate) or supplemental indenture or indentures with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the Trustee, the Trustee in accordance with the Operating Partnership Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee on behalf of the Guarantor. In authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining thereto, the Trustee shall be entitled to receive, and (subject to the applicable provisions of Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:

Authentication, Delivery and Dating. The Securities and the Guarantee to be endorsed thereon shall be executed (i) on behalf of the Operating Partnership Company, by the its Chairman, one of its Vice Chairmen, its President, its Treasurer or one of its Vice Presidents and attested by its Secretary or one of its Assistant Secretaries and (ii) on behalf of the Guarantor, by its President or one of the its Vice Presidents and attested by the Treasurer, one of the Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipSecretaries. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the or a Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership Company or the Guarantor shall bind the Company or the Guarantor, as applicable, shall, to the fullest extent permitted by law, bind the Operating Partnership and the Guarantorcase may be, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Company may deliver Securities, together with Securities of any Coupons appertaining thereto, series executed by the Operating PartnershipCompany and having the Guarantee endorsed thereon, to the Trustee for authentication andauthentication, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures together with respect to such Securities referred to in Section 301 and an Operating Partnership a Company Order for the authentication and delivery of such Securities have been delivered to the TrusteeSecurities, and the Trustee in accordance with the Operating Partnership Company Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such Securities. The delivery of any Security by If the Trustee, after the authentication thereof hereunder, shall constitute due delivery form or terms of the Guarantee on behalf Securities of the Guarantor. In series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretoSecurities, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 601) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:stating,

Authentication, Delivery and Dating. The Securities shall be executed on behalf of each Issuer by its Chairman of the Operating Partnership by Board, its Vice Chairman of the ChairmanBoard, its President or one of the its Vice Presidents and Presidents, under its corporate seal reproduced thereon attested by the Treasurer, one of the Assistant Treasurers, the Controller, the its Secretary or one of the its Assistant Secretaries of the Guarantor, as the sole general partner of the Operating Partnership, and may (but need not) have its corporate seal or a facsimile thereof reproduced thereon. ▇▇▇▇▇▇▇ shall be executed on behalf of the Operating Partnership by the Chairman, the President or any Vice President of the Guarantor, as the sole general partner of the Operating PartnershipSecretaries. The signature of any of these officers on the Securities or any Coupons appertaining thereto may be manual or facsimile. The Guarantee shall be executed on behalf of the Guarantor by any two of its authorized signatories. The signature of any of these signatories on the Guarantee may be manual or facsimile. Securities and any Coupons appertaining thereto and the Guarantee bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Operating Partnership or the Guarantor, as applicable, shall, to the fullest extent permitted by law, an Issuer shall bind the Operating Partnership and the Guarantorsuch Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities or Coupons or the GuaranteeSecurities. At any time and from time to time after the execution and delivery of this Indenture, the Operating Partnership Issuers may deliver Securities, together with Securities of any Coupons appertaining thereto, series executed by the Operating PartnershipIssuers, and if guaranteed by any of the Subsidiary Guarantees, having endorsed thereon the Subsidiary Guarantees executed as provided in Section 1502 by such Subsidiary Guarantors, to the Trustee for authentication andauthentication, provided that the Board Resolutions and Officers’ Certificate of the Operating Partnership or supplemental indenture or indentures together with respect to such Securities referred to in Section 301 and an Operating Partnership Issuers' Order for the authentication and delivery of such Securities have been delivered to the Trusteewith such Subsidiary Guarantees, if any, endorsed thereon, and the Trustee in accordance with the Operating Partnership Issuers' Order and subject to the provisions hereof and of such Securities shall authenticate and deliver such SecuritiesSecurities as in this Indenture provided and not otherwise. The delivery of any Security by If the Trustee, after the authentication thereof hereunder, shall constitute due delivery form or terms of the Guarantee on behalf Securities of the Guarantor. In series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities and any Coupons appertaining theretoSecurities, the Trustee shall be entitled to receive, and (subject to Sections 315(a) through 315(d) of the Trust Indenture ActSection 601) shall be fully protected in conclusively relying upon, an Opinion of Counsel to the following effect, which Opinion of Counsel may contain such assumptions, qualifications and limitations as such counsel and Trustee shall deem appropriate:stating,