Trust Indenture Among SmartStop OP, L.P., SmartStop Self Storage REIT, Inc., and Computershare Trust Company of Canada (June 16, 2025)

ARTICLE 1 INTERPRETATION

1.1

1.2

1.3

1.4

1.5

1.6

1.7

1.8

1.9

1.10

ARTICLE 2 THE DEBT SECURITIES

2.1

2.2

2.3

2.4

2.5

2.6

2.7

2.8

2.9

2.10

2.11

2.12

ARTICLE 3 REGISTRATION, TRANSFER, EXCHANGE AND OWNERSHIP OF DEBT SECURITIES

3.1

3.2

3.3

3.4

3.5

3.6

3.7

3.8

3.9

ARTICLE 4 REDEMPTION AND PURCHASE FOR CANCELLATION OF DEBT SECURITIES

4.1

4.2

4.3

4.4

4.5

4.6

4.7

4.8

ARTICLE 5 COVENANTS OF THE PARTNERSHIP AND PARENT

5.1

5.2

5.3

5.4

5.5

ARTICLE 6 DEFAULT AND ENFORCEMENT

6.1

6.2

6.3

6.4

6.5

6.6

6.7

6.8

6.9

6.10

6.11

6.12

ARTICLE 7 SATISFACTION AND DISCHARGE

7.1

7.2

7.3

7.4

7.5

ARTICLE 8 MEETINGS OF DEBTHOLDERS

8.1

8.2

8.3

8.4

8.5

8.6

8.7

8.8

8.9

8.10

8.11

8.12

8.13

8.14

8.15

8.16

ARTICLE 9 SUCCESSORS TO THE PARTNERSHIP OR THE PARENT

9.1

9.2

9.3

ARTICLE 10 THE INDENTURE TRUSTEE

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

10.14

10.15

ARTICLE 11 ACCEPTANCE OF TRUSTS BY INDENTURE TRUSTEE

11.1

ARTICLE 12 CHANGE OF CONTROL

12.1

12.2

12.3

12.4

ARTICLE 13 SUPPLEMENTAL INDENTURES

13.1

ARTICLE 14 GUARANTEES

14.1

ARTICLE 15 NOTICES

15.1

15.2

15.3

ARTICLE 16 GENERAL

16.1

16.2

16.3

16.4

16.5

16.6

16.7

WHEREAS the Partnership considers it desirable for its purposes to create and issue Debt Securities from time to time in the manner provided in this Indenture.

AND WHEREAS the foregoing recital is made as a representation and statement of fact by the Partnership and not by the Indenture Trustee.

Definitions

Indebtedness of the Partnership owed to any of its Subsidiaries and Indebtedness of any Subsidiary of the Partnership owed to the Partnership and/or another of its Subsidiaries provided, however, that such Indebtedness will no longer be Permitted Indebtedness: (a) upon the subsequent transfer or other disposition by the Partnership or any of its Subsidiaries to any Person other than the Partnership or another of the Partnership’s Subsidiaries of such Indebtedness, to the amount of such Indebtedness that was so transferred or otherwise disposed of to such other Person; or (b) in the case of Indebtedness of the Partnership owed to any of its Subsidiaries, upon the subsequent issuance or disposition of common shares, trust units or partnership interests or units, as the case may be, of such Subsidiary (for purposes of this definition, “securities”) (including, without limitation, by consolidation, amalgamation or merger) which results in such Subsidiary ceasing to be a Subsidiary of the Partnership (and thereby for this purpose a “third party”), to the amount of such Indebtedness equal to the product obtained by multiplying the amount of such Indebtedness by the percentage of securities of the third party

Indebtedness of the Partnership or any of its Subsidiaries (“Refinancing Indebtedness”) which is incurred, or the proceeds of which are used, to renew, extend, repay, redeem, purchase, refinance or refund from time to time in whole or in part (each a “Refinancing”) (including any subsequent Refinancing) any Indebtedness of the Partnership or any of its Subsidiaries (the “Original Indebtedness”) whether now existing, or incurred or assumed at a time when permitted pursuant to this Indenture; provided, however, that: (a) the amount of the Refinancing Indebtedness (or subsequent Refinancing Indebtedness) does not exceed the total amount paid by the Partnership to retire the Original Indebtedness or any prior Refinancing thereof (including any premium and all expenses incurred in connection therewith); and (b) in the case of a Refinancing of all or any part of particular series of Debt Securities, the Refinancing thereof ranks equally and rateably with (or subordinate in right of payment to) the debt securities of the Partnership (whether then existing or created at any time in future) (including any particular series of Debt Securities then remaining outstanding) or, if the Refinancing is subordinate in right of payment to the debt securities of the Partnership, any subsequent Refinancing is subordinate in right of payment to the debt securities of the Partnership (whether then existing or created at any time in the future).

Meaning of “outstanding” for Certain Purposes

where a new Debt Security has been issued in substitution for a Debt Security which has been mutilated, lost, stolen or destroyed, only the new Debt Security will be counted for the purpose of determining the aggregate principal amount of Debt Securities outstanding;

Debt Securities which have been partially redeemed or purchased will be deemed to be outstanding only to the extent of the unredeemed or unpurchased part of the principal amount of such Debt Securities; and

for the purpose of any provision of this Indenture entitling Debtholders to vote, sign consents, requests or other instruments, or take other action under this Indenture, Debt Securities owned directly or indirectly, legally or equitably by the Partnership or any of its Subsidiaries or Affiliates will be disregarded, except that:

for the purpose of determining whether the Indenture Trustee will be protected in relying on any such vote, consent, request or other instrument or other action, only Debt Securities of which the Indenture Trustee has received a Certificate of the Partnership that they are so owned, will be so disregarded; and

Debt Securities so owned which have been pledged in good faith other than to the Partnership or any of its Subsidiaries or Affiliates will not be so disregarded if the pledgee establishes, to the satisfaction of the Indenture Trustee, the pledgee’s right to vote such Debt Securities in its discretion free from the control of the Partnership or of any of its Subsidiaries or Affiliates.

Interpretation not Affected by Headings, etc.

Statute References

Currency

Computation of Time and Not a Business Day

Whenever any payment to be made hereunder shall be due, any period of time would begin or end, any calculation is to be made or any other action is to be taken on, or as of, or from a period ending on, a day which is not a Business Day, then such action will be required to be taken, such period of time shall begin or end and such calculation shall be made, as the case may be, unless otherwise specifically provided herein, on or as of the requisite time on the next succeeding Business Day thereafter without any additional interest, cost or charge to the Partnership.

Any reference to time in this Indenture is to local time in Toronto, Ontario.

Invalidity of Provisions

Governing Law

Calculations

No Conflict with Series Supplements

Limitation on Issue and Designation

Issuance in Series

Subject to Section 2.1, Debt Securities may be issued in one or more series pursuant to this Indenture and Supplemental Indentures delivered in accordance with the terms of this Indenture. The Debt Securities of each series (a) will have such designation, (b) may be subject to a limitation of the maximum principal amount authorized for issuance, (c) will be issued in such denominations, (d) may be purchased and payable as to principal, Premium (if any) and interest at such place or places and in such currency or currencies, (e) will bear such date or dates and mature on such date or dates, (f) will indicate the portion (if less than all of the principal amount) of such Debt Securities to be payable on declaration of acceleration of maturity, (g) will bear interest at such rate or rates (which may be fixed or variable) payable on such date or dates, (h) may provide for record dates for interest payable on Registered Debt Securities, (i) may contain mandatory or optional redemption or sinking fund provisions, including the period or periods within which, the price or prices at which and the terms and conditions upon which the Debt Securities may be redeemed or purchased at the option of the Partnership or otherwise, (j) may contain conversion or exchange terms, (k) may be issued at par or at a percentage of the principal amount thereof and, if so provided in this Indenture or in a Supplemental Indenture applicable thereto, may be redeemed at par or a percentage of the principal amount thereof (with or without a Premium), (l) may be issued in registered form or bearer form or both and, if issuable in bearer form, the restrictions as to the offer, sale and delivery of the Debt Securities in bearer form and as to exchanges between registered and bearer form, (m) may be

Before the issuance of any series of Debt Securities, the Partnership, will execute and deliver to the Indenture Trustee a Series Supplement for the purpose of establishing the terms of such Debt Securities and the forms and denominations in which they may be issued. In addition, before the issuance of any series of Debt Securities, the Partnership will deliver to the Indenture Trustee a certified resolution of the board of directors of the Partnership GP, on behalf of the Partnership, authorizing the issuance of such Debt Securities. The Indenture Trustee will execute and deliver each Series Supplement pursuant to Article 13.

Whenever any series of Debt Securities has been authorized, Debt Securities in such series may from time to time be executed by the Partnership and delivered to the Indenture Trustee and, subject to Section 2.2(4), will be certified and delivered by the Indenture Trustee to or to the order of the Partnership upon receipt by the Indenture Trustee of:

a certified resolution of the board of directors of the Partnership GP, on behalf of the Partnership, authorizing the issuance of a specified principal amount of Debt Securities of such series;

a Certificate to the effect that there is no existing Event of Default or Default and the Partnership has complied with all other conditions of this Indenture in connection with the issue of such series;

a Written Order for the certification and delivery of such series of Debt Securities specifying the principal amount of the Debt Securities to be certified and delivered; and

an opinion of Counsel to the Partnership addressed to the Indenture Trustee to the effect that the issuance of the Debt Securities of such series has been duly authorized, that all conditions in this Section 2.2(3) have been complied with and that such Debt Securities have been duly executed and delivered by the Partnership.

No Debt Securities will be certified or delivered under this Indenture if an Event of Default has occurred under Sections 6.1(6), 6.1(7) or 6.1(8) or a declaration has been made by the Indenture Trustee under Section 6.3, unless it has been waived in accordance with Section 6.4.

Forms of Debt Securities

The Debt Securities of any series may be of different denominations and may contain such variations of tenor and effect, not inconsistent with the provisions of this Indenture, as are incidental to such differences of denomination and form, including variations in the provisions for the exchange of Debt Securities of different denominations or forms and in the provisions for the registration or transfer of Debt Securities and, subject to the provisions of any series of Debt Securities, may consist of Debt Securities having different dates of issue, different dates of maturity, different interest payment dates, different rates of interest and/or different redemption terms (if any), than are the case for any other series of Debt Securities.

The Debt Securities will be dated as of the date of the Series Supplement relating to such Debt Securities (regardless of the actual dates of their issue and the execution of this Indenture and such Supplemental Indenture shall not evidence the issuance of such Debt Securities) and will bear such legends and distinguishing letters and numbers as the Partnership, with the approval of the Indenture Trustee, may prescribe and will be issuable in any whole number denomination.

Subject to Section 2.3(1) and to any limitation as to the maximum principal amount of Debt Securities of any particular series, any Debt Securities may be issued as part of any series of Debt Securities previously issued, in which case they will bear the same designation and designating letters as those applied to such similar previous issue and will be numbered consecutively upwards in respect of such denominations of Debt Securities in like manner and following the numbers of the Debt Securities of such previous issue.

All series of Debt Securities which may at any time be issued under this Indenture and the certificate of the Indenture Trustee endorsed on such Debt Securities shall be in English and may be in the form or forms provided in any Series Supplement or in such other language or languages and in such form or forms as the board of directors of the Partnership GP, on behalf of the Partnership, by resolution determines at the time of first issue of any series or part of a series of such Debt Securities, as approved by the Indenture Trustee, the approval of which will be conclusively evidenced by its certification of the Debt Securities.

The Debt Securities may be typed, engraved, printed, lithographed or reproduced in a different form, or partly in one form and partly in another, as the Partnership, with the approval of the Indenture Trustee, may determine. The execution of any such Debt Securities by the Partnership and the certification by the Indenture Trustee of any such Debt Securities will be conclusive evidence that such Debt Securities are Debt Securities authorized by this Indenture.

Debt Securities to Rank Equally

Execution

Countersignature by Indenture Trustee

Subject to the terms and conditions in this Indenture, the Indenture Trustee, from time to time upon receipt by the Indenture Trustee of a Written Order, will certify and make available Debt Securities in the manner specified in the Written Order.

No Debt Security will be entitled to any right or benefit under this Indenture or be valid or obligatory for any purpose unless it has been certified by or on behalf of the Indenture Trustee substantially in the form provided for in the relevant Series Supplement. Such certification upon any Debt Security will be conclusive evidence that such Debt Security has been duly certified, issued and delivered.

The certificate by or on behalf of the Indenture Trustee will not be construed as a representation or warranty of the Indenture Trustee as to the validity of this Indenture or of a Debt Security or its issuance (except the due certification thereof by the Indenture Trustee) or as to the performance by the Partnership of its obligations under this Indenture or the Debt Securities and the Indenture Trustee will be in no respect liable or answerable for the use made of the proceeds of such Debt Security. The certificate by or on behalf of the Indenture Trustee on Debt Securities issued under this Indenture will constitute a representation and warranty by the Indenture Trustee that such Debt Securities have been duly certified by and on behalf of the Indenture Trustee pursuant to the provisions of this Indenture.

Concerning Interest

Every Registered Debt Security, whether issued originally or in exchange or in substitution for previously issued Debt Securities, will bear interest from and including the later of (i) its date of issue and (ii) the last Interest Payment Date on which interest has been paid or made available for payment on the outstanding Debt Securities of the same series.

Subject to accrual of any interest on unpaid interest from time to time, interest on each Debt Security will cease to accrue from the earlier of (i) the maturity date of such Debt Security and (ii) if such Debt Security is called for redemption, the date fixed for redemption; unless, in each case, upon due presentation and surrender of such Debt Security for payment on or after the maturity date or the date fixed for redemption, as the case may be, such payment is improperly withheld or refused.

Except as may be provided in any Series Supplement for any series of Debt Securities, if the date for payment of any amount of principal or interest is not a Business Day at the place of payment, then payment will be made on the next Business Day and Debtholders will not be entitled to any further interest on such principal, or to any interest on such interest or other amount so payable in respect of the period from the date for payment to such next Business Day.

Wherever in this Indenture or the Debt Securities there is mention, in any context, of the payment of interest, such mention is deemed to include the payment of interest on amounts in default to the extent that, in such context, such interest is, was or would be payable pursuant to this Indenture or the Debt Securities, and express mention of interest on amounts in default in any of the provisions of this Indenture will not be construed as excluding such interest in those provisions of this Indenture where such express mention is not made.

Unless otherwise provided in a Series Supplement, wherever reference is made in this Indenture to a rate of interest “per annum” or a similar expression is used, the interest will be calculated on the basis of the actual number of days elapsed during the interest period and a calendar year of 365 or 366 days, as the case may be.

For the purposes of the Interest Act (Canada), whenever in this Indenture or any Debt Securities issued hereunder, interest at a specified rate is to be calculated on the basis of a period other than a full calendar year, the yearly rate of interest may be determined by multiplying the rate by a fraction, the numerator of which is the number of days in the calendar year in which the period for which interest at such rate is payable and the denominator of which is the number of days comprising such other basis.

Payment of Interest in respect of Debt Securities

Payments of Amounts Due on Maturity

Payment Agreements for Debt Securities

Surrender for Cancellation

Right to Receive Indenture

Registered Debt Securities

Subject to the terms of any Series Supplement, the Partnership will cause to be kept at the principal office of the Indenture Trustee in Toronto, Ontario, a central Register and may cause to be kept in such other place or places, by the Indenture Trustee or by such other registrar or registrars (if any) as the Partnership with the approval of the Indenture Trustee may designate, branch Registers in each of which will be entered the names and latest known addresses of holders of Registered Debt Securities and the other particulars, as prescribed by law, of the Debt Securities held by each of them and of all transfers of such Debt Securities. Such registration will be noted on the Debt Securities by the Indenture Trustee or other registrar. No transfer of a Debt Security will be effective as against the Partnership unless made on one of the appropriate Registers by the holder or the executor, administrator or other legal representative of, or any attorney for, the holder, duly appointed by an instrument in form and execution satisfactory to the Indenture Trustee or other registrar, upon surrender to the Indenture Trustee or other registrar of the Debt Security and upon compliance with such requirements as the Indenture Trustee or other registrar may prescribe, and unless such transfer has been duly noted on such Debt Security by the Indenture Trustee or other registrar.

A holder of a Registered Debt Security may at any time and from time to time have such Debt Security transferred at any of the places at which a Register is kept pursuant to the provisions of this Section 3.1 in accordance with such reasonable regulations as the Indenture Trustee or other registrar may prescribe. A holder of a Registered Debt Security may at any time and from time to time have the registration of such Debt Security transferred from the Register in which the registration of such Debt Security appears to another Register maintained in another place authorized for that purpose under the provisions of this Indenture upon payment of a reasonable fee to be fixed by the Indenture Trustee.

Transferee Entitled to Registration

Closing of Registers

Except in the case of the central Register required to be kept in Toronto, Ontario and subject to any restriction provided in this Indenture, the Partnership will have the power at any time to close any branch Register and, in that event, it will transfer the registration of any Debt Securities registered thereon to another existing Register or to a new Register and thereafter such Debt Securities will be deemed to be registered on such existing or new Register, as the case may be. In the event that the Register in any place is closed and the records transferred to a Register in another place, notice of such change will be given to each Debtholder registered in the Register so closed and the particulars of such change will be recorded in the central Register required to be kept in Toronto, Ontario.

None of the Partnership, the Indenture Trustee and any registrar will be required:

to make transfers or exchanges of any Registered Debt Securities of any series on any Interest Payment Date for Debt Securities of that series or during the five preceding Business Days; or

to make transfers of Registered Debt Securities of any series or exchanges of any Debt Securities of any series (i) from the day of any selection by the Indenture Trustee of Debt Securities of that series to be redeemed until such date that the notice of redemption is delivered pursuant to Section 4.4, inclusive, or (ii) that have been selected or called for redemption in whole or in part unless, upon due presentment thereof for redemption, such Debt Securities are redeemed.

Exchange of Debt Securities

Subject to the provisions of this Section 3.4 and Subsection 3.3(2), Debt Securities in any authorized form or denomination may be exchanged, upon reasonable notice, for Debt Securities in any other authorized form or denomination or denominations, of the same series and date of maturity, bearing the same interest rate and of the same aggregate principal amount as the Debt Securities so exchanged.

Subject to the provisions of this Section 3.4, Debt Securities of any series may be exchanged only at such place or places at which the Registers referred to in Section 3.1 are kept and at such other place or places, if any, as may be specified in the Debt Securities of such series and at such other place or places, if any, as may from time to time be designated by the Partnership with the approval of the Indenture Trustee. Any Debt Securities tendered for exchange will be surrendered to the Indenture Trustee. The Partnership will execute all Debt Securities and the Indenture Trustee will certify all Debt Securities necessary to carry out exchanges as set out in this Section. All Debt Securities surrendered for exchange will be surrendered to the Indenture Trustee for cancellation.

Debt Securities issued in exchange for Debt Securities which at the time of such issue have been selected or called for redemption at a later date will be deemed to have been selected or called for redemption in the same manner and will have noted thereon a statement to that effect, provided that:

Debt Securities which have been selected or called for redemption may not be exchanged for Debt Securities of larger denominations; and

if a Debt Security that has been selected or called for redemption in part is presented for exchange for Debt Securities of smaller denominations, the Indenture Trustee will designate, as it may deem equitable, particular Debt Securities of those issued in exchange, which will be deemed to have been selected or called for redemption, in whole or in part, and the Indenture Trustee will note on such Debt Securities a statement to that effect.

Except as otherwise provided in this Indenture, upon any exchange of Debt Securities of any denomination for Debt Securities of any other authorized denominations and upon any transfer of Debt Securities, the Indenture Trustee or other registrar of Debt Securities may make a sufficient charge to reimburse it for any transfer tax or other governmental charge required to be paid and, in addition, a reasonable charge for its services for each Debt Security exchanged or transferred, and payment of such charges will be made by the party requesting such exchange or transfer as a condition precedent thereto.

Notwithstanding the foregoing, no charge to the holder (other than for insurance on any Debt Securities forwarded by mail) will be made by the Indenture Trustee, any other registrar of Debt Securities or the Partnership:

for any exchange, registration or transfer of any Debt Security applied for within a period of 45 days from the date of such Debt Security; or

for the exchange of any Debt Security issued under Section 4.3.

Registers Open for Inspection

Ownership of Debt Securities

The Partnership, the Indenture Trustee and any registrar or paying agent may deem and treat, unless otherwise required by law, the Person in whose name any Registered Debt Security is registered, as the absolute owner of such Debt Security for all purposes of this Indenture and payment of, or on account of, the principal of, Premium (if any) and interest on, such Debt Security will be made only to or upon the order in writing of such registered holder. The Partnership and the Indenture Trustee will not be affected by any notice or knowledge to the contrary except as required by applicable law or by order of a court of competent jurisdiction.

None of the Partnership, the Indenture Trustee and any registrar or paying agent will be bound to take notice of or see to the performance or observance of any duty owed to a third Person, whether under a trust, express, implied, resulting or constructive, in respect of any Debt Security by the registered holder or any Person whom the Partnership or the Indenture Trustee treats, as permitted or required by law, as the owner or the registered holder of such Debt Security, and may transfer the same on the direction of the Person so treated or registered as the holder of the Debt Security, whether named as trustee or otherwise, as though that Person were the beneficial owner of the Debt Security.

The holder from time to time of any Registered Debt Security will be entitled to the principal, Premium (if any) and interest evidenced by such instruments, free from all equities or rights of set-off or counterclaim between the Partnership and the original or any intermediate holder thereof (except in respect of equities of which the Partnership is required to take notice by law or by order of a court of competent jurisdiction) and all Persons may act accordingly. The receipt by any such holder of any such principal, Premium (if any) or interest will be a good discharge to the Partnership and the Indenture Trustee for the same and neither the Partnership nor the Indenture Trustee will be bound to inquire into the title of any such holder except as aforesaid.

The Partnership and the Indenture Trustee may treat the holder of any Registered Debt Security as the owner thereof without actual production of such Debt Security for the purpose of any Debtholders’ Request, requisition, direction, consent, instrument or other document.

Replacement of Debt Securities

Record of Payment

Book-Entry Debt Securities

Redemption of Debt Securities

Places of Payment

Partial Redemption of Debt Securities

If less than all the Debt Securities of any series are to be redeemed at one time, the Partnership will in each such case, at least 2 Business Days before the date upon which notice of redemption is to be given, notify the Indenture Trustee by Written Direction of its intention to redeem Debt Securities of such series and of the aggregate principal amount of Debt Securities to be redeemed. The Debt Securities to be redeemed will be selected by the Indenture Trustee on a pro rata basis, disregarding fractions, according to the principal amount of Debt Securities registered in the name of each Debtholder, or in such other manner (which may include random selection by computer) as the Indenture Trustee may consider equitable, provided that such selection will be proportionate (to the nearest $1,000). For this purpose, the Indenture Trustee may make, and from time to time amend, regulations with regard to the manner in which such Debt Securities may be called for redemption and regulations so made will be valid and binding upon all Debtholders notwithstanding the fact that, as a result of such regulations, one or more Debt Securities become subject to redemption in part only. Unless the context otherwise requires, the term “Debt Security” and “Debt Securities” as used in this Article 4 will be deemed to include any part of the principal amount of any Debt Security which in accordance with the foregoing provision has become subject to redemption.

The holder of any Debt Security called for redemption in part only, upon surrender of such Debt Security for payment, will be entitled to receive, without expense to such Debtholder, a new Debt Security or Debt Securities of an aggregate principal amount equal to the unredeemed part of the Debt Security so surrendered, and the Partnership will execute and the Indenture Trustee will certify and deliver to the holder such new Debt Security or Debt Securities.

In the alternative and notwithstanding any other provision of this Indenture, payment of part of the principal amount of any Debt Security may be made by the Partnership or the Indenture Trustee to the holder of such Debt Security without presentation or surrender of such Debt Security to the Indenture Trustee if the Partnership has filed with the Indenture Trustee a Certificate stating that the Partnership has entered into an agreement with such holder or the Person for which such holder is acting as nominee to the effect that (i) payments will be so made, (ii) upon request from the Indenture Trustee or the Partnership, such holder or other Person will make notations on such Debt Security of the portion of the principal amount of such Debt Security so redeemed and promptly notify the Partnership and the Indenture Trustee of the making of such notations and (iii) such holder or other Person will not sell, transfer, encumber or dispose of or permit any nominee to sell, transfer, encumber or dispose of such Debt Security or any interest therein without, before the delivery thereof, surrendering the same to the Indenture Trustee or other registrar in exchange for a Debt Security or Debt Securities aggregating the same principal amount as the principal amount of such Debt Security so surrendered which remains unpaid.

Notice of Redemption

Unless otherwise provided in a Series Supplement, notice of intention to redeem any Debt Security will be given by the Partnership (directly or through the Indenture Trustee, as determined from time to time, but if directly, with a copy to the Indenture Trustee) to the holders of the Debt Securities which are to be redeemed, not more than 60 days and not less than 10 days prior to the date fixed for redemption, in the manner provided in Article 15. Every such notice will specify that part of the principal amount of such Debt Security to be redeemed, the redemption date, the Redemption Price and places of payment and will state that all interest on the Debt Securities called for redemption will cease to be payable from the redemption date. Unless all outstanding Debt Securities are to be redeemed, the notice of redemption will also specify:

in the case of notice mailed to a Debtholder, the distinguishing letters and numbers of the Debt Securities registered in the name of such holder which are to be redeemed;

in the case of a published notice, the distinguishing letters and numbers of the Debt Securities to be redeemed; and

in the case of both Sections 4.4(1)(a) and 4.4(1)(b), the principal amount of such Debt Securities or, if any such Debt Security is to be redeemed in part only, the principal amount of such part.

Any optional redemption of the Debt Securities may, at the Partnership’s discretion, be subject to one or more conditions precedent, including the completion of any refinancing of any Indebtedness permitted by this Trust Indenture, any Change of Control or any other transaction or event. If any optional redemption is subject to satisfaction of one or more conditions precedent, the notice for such redemption shall state that, in the Partnership’s sole discretion, the redemption date may be delayed on one or more occasions either to a date specified in a subsequent notice to holders of the Debt Securities or until such time (which date or time may be more than 60 days, but not more than 120 days, after the date the notice of redemption was mailed or otherwise sent) as any or all such conditions are satisfied or waived, and that such redemption will not occur and such notice will be rescinded if any or all such conditions shall not have been satisfied as and when required (as determined by the Partnership in its sole discretion taking into account any election by the Partnership to delay such redemption date), unless the Partnership has waived any such conditions that are not satisfied, or at any time if in the good faith judgment of the Partnership any or all of such conditions will not be satisfied. Any notice of redemption shall specify the details and terms of any transaction or event on which such redemption is conditional.

Debt Securities Due on Redemption Dates

Upon notice having been given as provided in Section 4.4, the Debt Securities called for redemption or the principal amount to be redeemed of the Debt Securities called for redemption in part, as the case may be, will thereupon become due and payable at the Redemption Price, on the redemption date specified in such notice (as such date may be adjusted pursuant to Section 4.4), in the same manner and

Upon surrender of any Debt Security for redemption in accordance with the notice referred to in Section 4.4 above, such Debt Security shall be paid by the Partnership at the Redemption Price together with accrued interest to the specified redemption date; provided, however, that installments of interest on any such Debt Security whose Stated Maturity is on or prior to such redemption date shall be payable to the holder of such Debt Security registered as such on the relevant record dates for the payment of such instalments of interest according to the terms and the provisions of Section 2.8. If any Debt Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof (and Premium, if any, thereon) shall, until paid, bear interest from the redemption date at the rate borne by such Debt Security.

If any question arises as to whether notice of redemption or deposit of the redemption money has been given or made available as provided above, such question will be decided by the Indenture Trustee, whose decision will be final and binding upon all interested parties.

Deposit of Redemption Money

Purchase of Debt Securities for Cancellation

Subject to the terms and conditions of any Series Supplement relating to a particular series of Debt Securities and provided no Event of Default has occurred and is continuing, the Partnership may purchase at any time and from time to time, at any price, all or any of the Debt Securities in the market (which will include purchases from or through an investment dealer or a firm holding membership on a recognized stock exchange) or by invitation to tender or by private contract. The Partnership will deliver to the Indenture Trustee all Debt Securities purchased as aforesaid when paid as evidence of such payment.

If, upon an invitation to tender, more Debt Securities are tendered in response to such invitation at the same lowest price than the Partnership is prepared to accept, Debt Securities to be purchased by the Partnership will be selected by the Indenture Trustee on a pro rata basis, disregarding fractions, according to the principal amount of Debt Securities registered in the name of each Debtholder (or, in the case of Global Debt Securities, by the depository according to the beneficial interests of each beneficial owner), or in such other manner as the Indenture Trustee may consider equitable (which may include random selection by computer), from the Debt Securities tendered by each Debtholder which tendered at such lowest price. For this purpose the Indenture Trustee may make, and from time to time amend, regulations with respect to the manner in which Debt Securities may be so selected and regulations so made will be valid and binding upon all Debtholders, notwithstanding the fact that, as a result thereof, one or more of such Debt Securities becomes subject to purchase in part only. The holder of any Debt Security of which a part only is purchased, upon surrender of such Debt Security for payment, will be entitled to receive, without expense to such holder, one or more new Debt Security or Debt Securities, as the case may be, for the unpurchased part so surrendered and the Indenture Trustee will certify and deliver such new Debt Security or Debt Securities, as the case may be, upon receipt of the Debt Security so surrendered.

Cancellation of Debt Securities

General Covenants

Subject to the provisions of this Indenture, at all times maintain its existence, carry on and conduct, or cause to be carried on and conducted, its business in a proper, efficient, and businesslike manner, and keep or cause to be kept proper books of account in relation to its business and provided, however, that nothing in this Indenture will prevent the Partnership from ceasing to operate any premises or division if the Partnership determines in good faith that it is advisable to do so;

duly and punctually pay or cause to be paid to every Debtholder or deposit to the relevant Debt Account, as the case may be, all amounts required to be paid or transferred thereto in respect of such Debt Securities of which it is the holder in the manner provided under this Indenture or any Series Supplement, as the case may be (including, in the case of default, interest on the amount in default) on the dates, at the place, and in the manner specified in this Indenture, any Series Supplement and in the Debt Securities;

furnish to the Indenture Trustee a copy of all periodic and other reports and of other information and documents that the Parent or the Partnership, as applicable, is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, excluding Current Reports on Form 8-K, within 15 days after the date the Parent or the Partnership, as applicable, files the same with the SEC, copies of which may be in electronic format. At any time that both the Parent and the Partnership are not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Parent shall instead provide the Indenture Trustee:

within 140 days after the end of each fiscal year, the audited annual consolidated financial statements of the Parent for such fiscal year; and

within 60 days after the end of each of the first three fiscal quarters of each fiscal year, the unaudited quarterly consolidated financial statements of the Parent for such fiscal quarter,

on or before each date upon which the Partnership is required to furnish the Parent’s or the Partnership’s annual report (or the Parent is instead required to furnish its audited annual consolidated financial statements) pursuant to Section 5.1(3) above and at any other reasonable time if requested by the Indenture Trustee, furnish to the Indenture Trustee a Certificate stating that the Partnership has complied with all covenants, conditions and other requirements contained in this Indenture, non-compliance with which would, with the giving of notice or the lapse of time or both, constitute an Event of Default under this Indenture or, if such is not the case, specifying the covenant, condition or other requirement which has not been complied with and giving particulars of such non-compliance and the action, if any, the Partnership proposes to take with respect thereto;

maintain and keep or cause to be maintained and kept in good condition, repair and working order all of the properties owned by it or any of its Subsidiaries used in its business or in the business of any of its Subsidiaries and will make or cause to be made all necessary repairs and renewals to and replacements and improvements of these properties, in each case as in its judgment may be necessary to carry on its business properly and prudently; provided that the Partnership and its Subsidiaries will not be prohibited from selling or transferring any of their properties in the ordinary course of business;

maintain and cause its Subsidiaries to maintain property and liability insurance as would be maintained by a prudent owner. Nothing herein shall be deemed to hold the Indenture Trustee responsible for failure by the Partnership to maintain insurance coverage or for any loss arising out of any want, defect or insufficiency in any insurance policy, or because of failure of any insurer to pay the full amount of any loss or damage insured against. The Indenture Trustee shall be entitled to request and rely absolutely upon a Certificate stating that the Partnership is in compliance with their covenant to maintain such insurance coverage. No duty with respect to effecting or maintaining insurance coverage shall rest with the Indenture Trustee and the Indenture Trustee shall not be responsible for any loss by reason of want, defect or insufficiency of insurance or by reason of the failure of any issuer in which the insurance is carried to pay the full amount of any loss against which they have insured;

pay to the Indenture Trustee reasonable remuneration in accordance with the Indenture Trustee’s fee schedule as it may be reasonably revised from time to time for its services as Indenture Trustee and pay to the Indenture Trustee on demand all costs, charges and expenses properly incurred by the Indenture Trustee in connection with the trusts created by this Indenture (including the compensation and disbursements of its Counsel and other advisors or assistants not regularly in its employ), both before any Event of Default and thereafter until all duties of the Indenture Trustee under this Indenture have been finally and fully performed, and also (in addition to any right of indemnity given to the Indenture Trustee by law), at all times keep the Indenture Trustee and its affiliates, their directors, officers, employees and agents indemnified against all liabilities, losses, damages, actions, proceedings, costs, claims, expenses and demands in respect of any matter or thing done or omitted by the Indenture Trustee (other than through the gross negligence, fraud or wilful misconduct of the Indenture Trustee or any of its officers, directors or employees with respect to its obligations under this Indenture) in any way relating to this Indenture. Any amount due under this Section 5.1(7) and unpaid 30 days after demand for such payment will bear interest from the expiration of such 30-day period at a prevailing rate set by the Indenture Trustee;

duly and punctually perform and carry out all of the acts or things to be done by it as provided in this Indenture; and

provide the Indenture Trustee with prompt written notice of the occurrence of any Event of Default.

Not to Extend Time for Payment of Principal or Interest

To prevent any accumulation after maturity of unpaid interest or of unpaid Debt Securities, the Partnership will not directly or indirectly extend or assent to the extension of time for payment of any interest upon any Debt Securities or of any principal payable in respect of any Debt Securities or directly or indirectly be or become a party to or approve any such arrangement by purchasing or funding any interest on the Debt Securities or any principal thereof or in any other manner.

If the time for the payment of any interest or principal in respect of any Debt Securities of any series is extended, whether or not such extension is by or with the consent of the Partnership, notwithstanding anything contained in this Indenture or in such Debt Securities, such interest or principal will not be entitled, in case of default under this Indenture, to the benefit of this Indenture except subject to the prior payment in full of the principal of all the Debt Securities of such series then outstanding and of all accrued interest on such Debt Securities the payment of which has not been so extended.

Parent Operations

Indenture Trustee may Perform Covenants

Maintenance of Office or Agency

Events of Default

the Partnership defaults in the payment of the principal of any Debt Security of such series when due whether at maturity, upon redemption, by acceleration or otherwise; or

the Partnership defaults in payment of any interest when due on the Debt Securities in that series where such default continues for a period of five Business Days after the relevant Interest Payment Date; or

the Partnership defaults in the performance of or is in breach of any covenant in this Indenture, including each Supplemental Indenture related to that series of Debt Securities, or the Debt Securities where such default or breach continues for a period of 30 days after (i) the Indenture Trustee has given notice in writing to the Partnership or (ii) holders of at least 25% of the aggregate principal amount of Debt Securities then outstanding have given notice in writing to the Partnership, in each case specifying the nature of such default or breach and requiring that it be remedied, provided that if such default or breach is not curable within 30 days and the Partnership is diligently pursuing a cure of such default or breach, the cure period for such default or breach, as applicable, may be extended for 30 days (for a total of 60 days after the original notice from the Indenture Trustee or such holders, as applicable) upon written request from the Partnership to the Indenture Trustee; or

a final judgment or judgments (not subject to appeal) is or are rendered against the Parent, the Partnership or any Material Subsidiary in an aggregate amount in excess of US$25,000,000 (or its equivalent in the relevant currency of payment) by a court or courts of competent jurisdiction, which remains or remain undischarged and unstayed for a period of 60 days after the date on which the right or rights to appeal has or have expired, as the case may be; or

the Parent, the Partnership or any Material Subsidiary defaults under the terms of any Indebtedness (other than Non-Recourse Indebtedness) where that default results in such Indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable (after expiration of any applicable grace period) unless such acceleration is waived or rescinded, provided that the aggregate of all such Indebtedness which is accelerated exceeds US$25,000,000 (or its equivalent in the relevant currency of payment); or

the Parent, the Partnership or any Material Subsidiary (i) is generally not paying, or admits in writing its inability to pay, its debts as they become due, (ii) files, or consents by answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, (v) is adjudicated as insolvent or to be liquidated, or (vi) takes corporate action for the purposes of any of the foregoing; or

a court or other governmental authority of competent jurisdiction enters an order appointing, without consent by the Parent, the Partnership or the applicable Material Subsidiary, a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of the property of the Parent, the Partnership or any Material Subsidiary, or constituting an order for relief or approving a petition for relief or reorganization or any other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Parent, the Partnership or any Material Subsidiary, or any such petition shall be filed against the Parent, the Partnership or any Material Subsidiary and such petition shall not be dismissed within 60 days; or

any event occurs with respect to the Parent, the Partnership or any Material Subsidiary which under the laws of any jurisdiction is analogous to any of the events described in Sections 6.1(6) or 6.1(7) above, provided that the applicable grace period, if any, which shall apply shall be the one applicable to the relevant proceeding which most closely corresponds to the proceeding described in Sections 6.1(6) or 6.1(7) above, as applicable; or

the Guarantee of the Parent or any Material Subsidiary is held in any judicial proceeding to be unenforceable or invalid or ceases to be in full force and effect (except as contemplated by the terms thereof) and such default continues for 10 days or a Guarantor, or any Person acting on behalf of a Guarantor, denies or disaffirms its obligations under its Guarantee or this Indenture.

Notice of Events of Default

The Indenture Trustee will give to the holders of a series of Debt Securities, within a reasonable time (but not exceeding 30 days) after the Indenture Trustee receives written notice of the occurrence of an Event of Default, notice of the Event of Default in respect of that series of Debt Securities.

Where notice of an Event of Default has been given to holders of a series of Debt Securities and the Event of Default is thereafter cured, notice that the Event of Default is no longer continuing will be given by the Indenture Trustee to the Persons to whom notice was given pursuant to Section 6.2(1) within a reasonable time (not to exceed 30 days) after the Indenture Trustee becomes aware that the Event of Default has been cured.

Acceleration on Default

Waiver of Default

If an Event of Default occurs, other than an Event of Default specified in any of Sections 6.1(1), 6.1(2), 6.1(6), 6.1(7) or 6.1(8), and is continuing:

at any time before a judgment or decree for payment of the money due upon such Event of Default has been obtained by the Indenture Trustee pursuant to Section 6.5, the holders of more than 50% of the principal amount of the Debt Securities then outstanding of that series in respect of which the Event of Default has occurred (or 75% of such principal amount, in the event such Event of Default is in respect of a covenant or other provision that cannot be modified or amended without the consent of the holders of 75% of the principal amount of the Debt Securities of that series) will have the right (in addition to any powers exercisable by Extraordinary Resolution as provided in Section 8.9) by instrument signed by such Debtholders to instruct the Indenture Trustee to waive the Event of Default and/or annul the declaration made by the Indenture Trustee pursuant to Section 6.3 and the Indenture Trustee will thereupon waive the Event of Default and/or annul such declaration upon such terms and conditions as such Debtholders prescribe; and

the Indenture Trustee, so long as it has not become bound to institute any proceedings under this Indenture by virtue of a Debtholders’ Request or any other reason, will have the power to waive the Event of Default if, in the Indenture Trustee’s opinion, relying on the advice of Counsel, the same has been cured or adequate satisfaction made therefor, and in such event to annul any such declaration made by the Indenture Trustee in the exercise of its discretion, upon such terms and conditions as the Indenture Trustee may consider advisable.

No delay or omission of the Indenture Trustee or of any Debtholders to exercise any right or power accruing upon any Event of Default will impair any such right or power or be construed to be a waiver of any such Event of Default or acquiescence therein. No act or omission either of the Indenture Trustee or of such Debtholders will extend to or be taken in any manner whatsoever to affect any subsequent Event of Default under this Indenture or the rights resulting therefrom.

Enforcement by the Indenture Trustee

If (i) an Event of Default described in Sections 6.1(6), 6.1(7) or 6.1(8) has occurred, or (ii) any other Event of Default has occurred and is continuing in respect of a series of Debt Securities and the Indenture Trustee has made a declaration pursuant to Section 6.3 in respect of such Event of Default but subject to (y) Section 6.4 and (z) the provisions of any Extraordinary Resolution that may be passed by holders of a series of Debt Securities as provided in this Indenture (or, for the purposes of clause (b) below, the provisions of the initial Extraordinary Resolution (or any subsequent Extraordinary Resolution) that shall have been passed directing or authorizing one or more of the acts, actions or proceedings mentioned in Section 8.9(1)(c)):

the Indenture Trustee may in its discretion proceed to enforce the rights of the Indenture Trustee and the Debtholders by any action, suit, remedy or proceeding authorized or permitted by this Indenture or by law or equity, and may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and of the Debtholders filed in any bankruptcy, insolvency, winding-up or other judicial proceedings relating to the Partnership;

if the Indenture Trustee, in its discretion, proceeds to enforce the rights of the Indenture Trustee and the Debtholders, the Indenture Trustee is irrevocably appointed (and the successive respective Debtholders by taking and holding Debt Securities shall be conclusively deemed to have so appointed the Indenture Trustee) the true and lawful attorney-in-fact of the respective Debtholders with authority to make and file in the respective names of the Debtholders or on behalf of the holders as a class, any proof of debt, amendment of proof of debt, claim, petition, or other document in any such proceedings and to receive payment of any sums becoming distributable on account thereof, and to execute any such other documents and to do and perform any and all such things, for and on behalf of such Debtholders, as may be necessary or advisable, in the opinion of the Indenture Trustee, relying on the advice of Counsel, in order to have the respective claims of the Indenture Trustee and of the Debtholders against the Partnership or its property allowed in any such proceeding, and to receive payment of or on account of such claims; and

upon receipt of a Debtholders’ Request and upon receiving sufficient security, sufficient funds and being indemnified to its satisfaction as provided in Section 10.1(2), the Indenture Trustee will exercise or take such one or more remedies as the Debtholders’ Request may direct (provided that the Indenture Trustee will not have received an Extraordinary Resolution of the Debtholders of that series that is inconsistent with such Debtholders’ Request), provided that if any such Debtholders’ Request directs the Indenture Trustee to take proceedings out of court the Indenture Trustee may in its discretion take judicial proceedings in lieu thereof.

No remedy for the enforcement of the rights of the Indenture Trustee or the Debtholders will be exclusive of or dependent on any other such remedy but any one or more of such remedies may from time to time be exercised independently or in combination.

All rights of action under this Indenture may be enforced by the Indenture Trustee without the possession of any of the Debt Securities or the production thereof at the trial or other proceedings relating thereto.

Debtholders May Not Sue

No Debtholder will have the right to institute any action, suit or proceeding or to exercise any other remedy authorized or permitted by this Indenture or by law or by equity for the purpose of enforcing any rights on behalf of the Debtholders or for the execution of any trust or power under this Indenture, unless:

in the case of any suit by the holders of a series of Debt Securities, such Debtholders, by Extraordinary Resolution, have made a request to the Indenture Trustee to take action under this Indenture or a Debtholders’ Request referred to in Section 6.3 has been delivered to the Indenture Trustee, and the Indenture Trustee has been offered a reasonable opportunity (not to exceed 60 days from the date on which it was requested to take action) either itself to proceed to exercise the powers conferred upon it or to institute an action, suit or proceeding in its name for such purpose;

the holders of Debt Securities of such series or any of them have furnished to the Indenture Trustee, when requested by the Indenture Trustee, sufficient security, funds and an indemnity in accordance with Section 10.1(2);

within 60 days of the request referred to in clause (i), the Indenture Trustee has not received from the holders of at least a majority of the aggregate principal amount of the outstanding Debt Securities of such series a direction inconsistent with such request; and

the Indenture Trustee has failed to institute any such proceeding.

In the event that a holder has the right to institute proceedings under this Section 6.6 (but not otherwise), any Debtholder, acting on behalf of itself and all other Debtholders of such series, will be entitled to take proceedings in any court of competent jurisdiction such as the Indenture Trustee might have taken under Section 6.5, but in no event will any Debtholder or combination of Debtholders have any right to take any other remedy or proceedings out of court. It is intended that no one or more holders of Debt Securities will have any right in any manner whatsoever to enforce any right under this Indenture or under any Debt Security except subject to the conditions and in the manner provided in this Indenture, and that all powers and trusts under this Indenture will be exercised and all proceedings at law will be instituted, had and maintained by the Indenture Trustee, except only as provided in this Indenture, and in any event for the equal benefit of all holders of outstanding Debt Securities of the same series.

The limitations in Section 6.6(1) do not apply to a suit instituted by a Debtholder for enforcement of payment of the principal of, or Premium (if any) or interest on, any Debt Security after the Stated Maturity thereof expressed in such Debt Security, as it may be amended pursuant to the provisions hereof.

Application of Money

Except as otherwise provided in this Indenture, any money arising from any enforcement of this Indenture, whether by the Indenture Trustee or any holder of Debt Securities of any series, will be held by the Indenture Trustee and applied by it, together with any money then or thereafter in the hands of the Indenture Trustee available for the purpose, as follows:

first, in payment or reimbursement to the Indenture Trustee of the remuneration, expenses, disbursements and advances of the Indenture Trustee earned, incurred or made in the administration or execution of the trusts under this Indenture or otherwise in relation to this Indenture with interest thereon as provided in this Indenture;

second, in or towards payment of the principal of all of the Debt Securities of such series then outstanding and thereafter in or towards payment of the accrued and unpaid interest and interest on overdue interest on such Debt Securities (or if the Debtholders by instrument signed by the holders of a majority of the aggregate principal amount of the Debt Securities of such series then outstanding or by Extraordinary Resolution passed at a meeting of Debt Securities of such series, have directed payments to be made in accordance with any other order of priority, or without priority as between principal and interest, then such money shall be applied in accordance with such direction); and

third, the surplus (if any) of such money will be paid to the Partnership or as it may direct.

Notwithstanding Section 6.7(1), no payments will be made in respect of the principal of, Premium (if any) or interest on any Debt Security held, directly or indirectly, by or for the benefit of the Partnership or an Affiliate (other than any Debt Security pledged for value and in good faith to a Person other than the Partnership, but only to the extent of such Person’s interest therein) except subject to the prior payment in full of the principal of, Premium (if any) and interest on all Debt Securities of such series which are not so held.

Distribution of Proceeds

at least 21 days’ notice of every such payment will be given in the manner provided in Article 12 specifying the date and time when and the place or places where the Debt Securities are to be presented and such payments are to be made and the amount of the payment and the application thereof as between principal, Premium (if any) and interest;

payment of any Debt Security will be made upon presentation thereof at any one of the places specified in such notice and any such Debt Security thereby paid in full will be surrendered and otherwise a notation of such payment will be endorsed thereon, provided that the Indenture Trustee may in its discretion dispense with presentation and surrender or endorsement in any special case upon receipt by it of such indemnity as it considers sufficient;

from and after the date of payment specified in the notice, interest will accrue only on the amount owing on each Debt Security after giving credit for the amount of the payment specified in such notice unless the Debt Security in respect of which such amount is owing is duly presented on or after the date so specified and payment of such amount is not made; and

the Indenture Trustee will not be required to make any partial or interim payment to holders of Debt Securities of any series unless the money in its hands, after reserving therefrom such amount as the Indenture Trustee may think necessary to provide for the payments described in Section 6.7(1)(a), exceeds 5% of the aggregate principal amount of the outstanding Debt Securities of such series, but it may retain the money so received by it and deal with the same as provided in Section 10.11 until the money or investments representing the same, with the income derived therefrom, together with any other money for the time being under its control, is sufficient for such purpose or until it considers it advisable to apply the same in the manner set out above.

No Recourse

Persons Dealing with Indenture Trustee

Remedies Cumulative

Judgment Against the Partnership

Cancellation

Release from Covenants

the principal of all of the Debt Securities, Premium (if any) and interest (including interest on amounts in default) thereon and other money payable under this Indenture has been paid or satisfied; or

all the outstanding Debt Securities have matured or have been duly called for redemption (or the Indenture Trustee has been given irrevocable instructions by the Partnership to publish, within 90 days, notice of redemption of all outstanding Debt Securities), and such payment or redemption has been duly provided for by payment to the Indenture Trustee or otherwise, and upon payment of all costs, charges and expenses properly incurred by the Indenture Trustee in relation to this Indenture and all interest thereon and the remuneration of the Indenture Trustee (or upon provision satisfactory to the Indenture Trustee being made therefor), at the request and at the expense of the Partnership, the Indenture Trustee will forthwith execute and deliver to the Partnership such deeds or other instruments necessary to evidence the satisfaction and discharge of this Indenture and to release the Partnership from its covenants in this Indenture, except those relating to the indemnification and remuneration of the Indenture Trustee.

Failure to Surrender Debt Securities

the Partnership will be entitled to pay to the Indenture Trustee and direct it to set aside, or the Partnership will be entitled to make provision in form satisfactory to the Indenture Trustee in its absolute discretion for the payment of; or

in respect of money deposited with the Indenture Trustee which may or should be applied to the payment or redemption of the Debt Securities, the Partnership will be entitled to direct the Indenture Trustee in its discretion for the payment of, the principal, Premium (if any) and interest, as the case may be, in trust to be paid to the holder of such Debt Security upon due presentation or surrender thereof in accordance with the provisions of this Indenture;

Repayment of Unclaimed Money

Defeasance

At any time that any series of Debt Securities is outstanding (the “Specified Series”), the Indenture Trustee will, at the written request and expense of the Partnership, execute and deliver to the Partnership such deeds and other instruments as are necessary to release the Partnership, subject to this Article 7, from of its obligations under this Indenture and the Series Supplement relating to the Specified Series, other than the Surviving Provisions (which shall survive until otherwise terminated or discharged hereunder), subject to the satisfaction of the following conditions:

the Partnership shall have delivered to the Indenture Trustee evidence to the reasonable satisfaction of the Indenture Trustee that the Partnership has (i) deposited sufficient funds for payment of all principal, Premium (if any), interest and other amounts due or to become due on the Specified Series, (ii) deposited sufficient funds or made provision for the payment of all expenses of the Indenture Trustee to carry out its duties under this Indenture, and (iii) deposited sufficient funds for the payment of taxes for which the Indenture Trustee is or may be liable or otherwise arising or payable by the Partnership with respect to all deposited funds or other provision for payment, in each case irrevocably pursuant to the terms of (y) a trust agreement in form and substance satisfactory to the Partnership and the Indenture Trustee, or (z) other arrangements in compliance with Section 7.5(3);

the Partnership shall have delivered to the Indenture Trustee an opinion of Counsel acceptable to the Indenture Trustee to the effect that the holders of the Specified Series will not be subject to any taxes as a result of the exercise by the Partnership of this defeasance option and that the holders of the Specified Series will be subject to taxes, including those in respect of income (including taxable capital gain) in the same amount, in the same manner and at the same time or times as would have been the case if the Partnership had not exercised its option to defease the Specified Series;

no Event of Default has occurred and is continuing on the date of the deposit referred to in Section 7.5(1)(a);

the making of the deposits referred to in Section 7.5(1)(a) does not result in a breach or violation of, or constitute a default under, any material agreement or instrument to which the Partnership is a party or by which the Partnership is bound;

the Partnership shall have delivered to the Indenture Trustee a Certificate stating that to the best of the belief of the officer signing such Certificate, the deposit referred to in Section 7.5(1)(a) was not made by the Partnership with the intent of (i) preferring the holders of the Specified Series over the other creditors of the Partnership with the intent of defeating, hindering, delaying or defrauding creditors of the Partnership or others or (ii) completing a “transfer at under value” as defined under the Bankruptcy and Insolvency Act (Canada); and

the Partnership shall have delivered to the Indenture Trustee a Certificate stating that all conditions precedent provided for or relating to the defeasance have been complied with.

The Partnership will be deemed to have made due provision for the depositing of sufficient funds if it deposited or caused to be deposited Payout Securities with the Indenture Trustee under the terms of an irrevocable trust agreement, solely for the benefit of the holders of a Specified Series stated therein, except for funds deposited in satisfaction of Sections 7.1(1)(a)(ii) and 7.1(1)(a)(iii), which shall be for the benefit of the Indenture Trustee. “Payout Securities” means (i) cash in Canadian dollars or (ii) securities denominated in Canadian dollars constituting direct obligations of Canada or an agency or instrumentality of Canada that are not subject to prepayment, redemption or call at the option of the issuer thereof, or (iii) any combination of the foregoing, in each case which will be sufficient, in the opinion of a firm of independent chartered professional accountants or a major Canadian investment dealer acting reasonably and acceptable to the Indenture Trustee, to provide for payment in full of all principal, Premium (if any), interest and other amounts due or to become due on the Specified Series in accordance with the terms thereof and all other sums payable pursuant to Section 7.5(1)(a).

If the opinion mentioned in Section 7.5(1)(b) cannot be obtained from Counsel acceptable to the Indenture Trustee, the Partnership shall, at its option and instead of the deposit of Payout Securities under a trust agreement in accordance with Section 7.5(2), deposit the Payout Securities with the Indenture Trustee pursuant to alternate arrangements as proposed by the Partnership, subject to the following terms and conditions:

such arrangements shall be to the satisfaction of the Indenture Trustee and, in the opinion of Counsel acceptable to the Indenture Trustee, will be upon such terms to preserve and not impair any of the rights and powers of the Indenture Trustee and of the holders of the Specified Series under this Indenture (including the applicable Series Supplement) or the Specified Series as are applicable in the circumstances;

the Partnership shall have delivered to the Indenture Trustee an opinion of Counsel acceptable to the Indenture Trustee to the effect that the holders of the Specified Series will not be subject to any taxes as a result of the entering into of such alternate arrangements and that the holders of the Specified Series will be subject to taxes, including those in respect of income (including taxable capital gain) in the same amount, in the same manner and at the same time or times as would have been the case if the Partnership had not exercised its option to defease the Specified Series;

nothing in this paragraph (3) shall prejudice or otherwise detract from the conditions in Section 7.5(1), Sections 7.5(4) or (5), all of which shall remain in full force and effect.

The Indenture Trustee will hold in trust the Payout Securities deposited with it pursuant to this Section 7.5, and will apply the same in accordance with this Indenture to the payment of principal of, and Premium (if any) and interest on, and other amounts due on the Specified Series.

If the Indenture Trustee is unable to apply the Payout Securities in accordance with this Section 7.5 by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Partnership’s obligations under this Indenture and the Specified Series will be revived and reinstated as though no Payout Securities had been deposited pursuant to this Section 7.5 until such time as the Indenture Trustee is permitted to apply all the Payout Securities in accordance with this Section 7.5; provided that if the Partnership has made any principal, Premium (if any) or interest payments on Debt Securities because of the reinstatement of its obligations, the Partnership will be subrogated to the rights of the holders of the Specified Series to receive such payment from the Payout Securities held by the Indenture Trustee.

Right to Convene Meetings

At any time and from time to time, the Indenture Trustee on behalf of the Partnership may and, on receipt of a Written Order or a Debtholders’ Request from holders of Debt Securities of any series of Debt Securities, and upon being indemnified and funded for the costs thereof to the reasonable satisfaction of the Indenture Trustee by the Partnership or the Debtholders signing such Debtholders’ Request, will, convene a meeting of the Debtholders of that series. If, in the opinion of Counsel to the Partnership, any business to be transacted at any meeting or any action to be taken or power to be exercised by signed instrument pursuant to this Article 8 does not adversely affect the rights of holders of Debt Securities of one or more particular series, no notice of any such meeting need be given to the holders of the Debt Securities of such series. Without limiting the generality of the foregoing, a proposal to modify or terminate any covenant or agreement which by its terms is effective only so long as the Debt Securities of a particular series are outstanding or an Event of Default relating to one series of Debt Securities will be deemed not to adversely affect the rights of the holders of the Debt Securities of any other series.

At any time and from time to time, the Indenture Trustee on behalf of the Partnership may and, on receipt of a Written Order or a Debtholders’ Request and upon being indemnified and funded for the costs thereof to the reasonable satisfaction of the Indenture Trustee by the Partnership or the Debtholders signing such Debtholders’ Request, will, convene a meeting of all Debtholders.

If the Indenture Trustee fails to call a meeting within five Business Days after being duly requested as aforesaid (and indemnified and funded as aforesaid), the Partnership or such Debtholders may themselves convene such meeting and the notice calling such meeting may be signed by such person as those Debtholders designate. Every such meeting will be held in Toronto, Ontario or such other place as the Indenture Trustee may in any case determine or approve.

Notice

Chair

Quorum

Power to Adjourn

Voting

Show of Hands

Poll

Powers Exercisable by Extraordinary Resolution

In addition to any powers conferred by any other provisions of this Indenture, holders of any series of Debt Securities by Extraordinary Resolution have the power in respect of that series of Debt Securities to:

subject to the provisions of this Indenture, approve any change whatsoever in any of the provisions of such Debt Securities or of this Indenture and any modification, abrogation, alteration, compromise or arrangement of the rights of (i) the Debtholders and/or (ii) the Indenture Trustee (provided that, in the case of clause (ii), that any such change, modification, abrogation, alteration, compromise or arrangement of the rights of the Indenture Trustee, shall be subject to the consent of the Indenture Trustee acting reasonably) against the Partnership;

approve any transaction whereby all or substantially all of the undertaking, property and assets of the Partnership would become the property of another Person;

direct or authorize the Indenture Trustee (subject to sufficient indemnification, security and funding pursuant to Section 10.1(2) ), to exercise or refrain exercising any power conferred upon it by this Indenture or to take any act, action or proceeding in the exercise of such power or to otherwise direct the manner in which such power may be exercised;

waive and direct the Indenture Trustee to waive any default or Event of Default under this Indenture and/or cancel any declaration made by the Indenture Trustee pursuant to Section 6.3 either unconditionally or upon any conditions specified in such Extraordinary Resolution;

restrain any holder of a Debt Security from taking or instituting any suit, action or proceeding for recovery of amounts payable under such Debt Security or under this Indenture or from the execution of any trust or power under this Indenture or for the appointment of a trustee in bankruptcy or the winding-up of the Partnership or for any other remedy under this Indenture and to direct such holder of any such Debt Security to waive any Event of Default on which any suit or proceeding is founded;

direct any holder of a Debt Security bringing any action, suit or proceeding to stay or discontinue or otherwise deal with the same in the manner directed by such Extraordinary Resolution upon payment (if the taking of such action, suit or proceeding has been permitted by Section 6.6) of the costs, charges and expenses reasonably and properly incurred by such Debtholder in connection therewith;

assent to any judgment, compromise or arrangement by the Partnership with any creditor or creditors or any class or classes of creditors or with the holders of any securities of the Partnership;

provided the holders of every series of Debt Securities passes an Extraordinary Resolution to that effect, remove the Indenture Trustee from office and appoint a new Indenture Trustee;

authorize the distribution in specie of any shares, bonds, debt securities or other securities or obligations and/or cash or other consideration received by the Indenture Trustee on behalf of Debtholders or the use or disposition of the whole or any part of such shares, bonds, debt securities or other securities or obligations and/or cash or other consideration in such manner and for such purpose as may be considered advisable and specified in such Extraordinary Resolution;

approve the exchange of the Debt Securities for or the conversion thereof, at the option of the Partnership, into partnership interests, bonds, debt securities or other securities or obligations of the Partnership or any entity formed or to be formed; and

amend, alter or repeal any Extraordinary Resolution previously passed or approved by the Debtholders.

Notwithstanding Section 8.9(1), a resolution passed by the favourable votes of holders of not less than 75% of the outstanding principal amount of Debt Securities of each series of Debt Securities affected by any Higher Threshold Action will be required to approve such Higher Threshold Action in respect of such series. “Higher Threshold Action” means, in respect of any series of Debt Securities, any of the following actions:

a change to the Stated Maturity of the principal or Redemption Price of or any Premium or installment of interest on, such Debt Securities;

a reduction in the principal amount of, Premium (if any) or interest on, such Debt Securities or impair the right to institute suit for enforcement of any such payment after the Stated Maturity thereof (or, in the case of redemption, on or after the applicable redemption date);

a change to the place or currency of payment of principal or Redemption Price of, or Premium (if any) or interest on, such Debt Securities;

a reduction to the percentage of holders of such Debt Securities of such series necessary to approve an Extraordinary Resolution;

a modification of the Guarantee of any Guarantor in any manner adverse to the holders of a series of Debt Securities or release any such Guarantor from its obligations under such Guarantee or this Indenture, except in accordance with the terms of this Indenture;

a modification to any provision affecting the ranking of a series of Debt Securities or any Guarantee in any manner adverse to the holders of the Debt Securities;

a modification to any provision affecting the obligations of Partnership to make a Change of Control Offer after the obligation to make such offer has arisen or any waiver of any Event of Default arising from any breach of or default in the performance of any of covenants or conditions described above under “Change of Control Triggering Event”; or

a modification to any of the provisions relating to the modification or amendment of this Indenture or the particular terms and conditions of the Debt Securities which require the consent of the Debt Securities or relating to the waiver of past Defaults, except to increase the percentage of outstanding Debt Securities the consent of which is required for such actions or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the holders of 75% of the outstanding principal amount of the Debt Securities.

Signed Instruments

Binding Effect of Resolutions

Powers Cumulative

Minutes

Partnership and Indenture Trustee May Be Represented

Evidence of Rights of Debtholders

Any request, direction, notice, consent or other instrument which this Indenture may require or permit to be signed or executed by the Debtholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Debtholders in person or by attorney duly appointed in writing. Proof of the execution of any such request, direction, notice, consent or other instrument or of a writing appointing any such attorney will be sufficient for any purpose of this Indenture if the fact and date of the execution by any Person of such request, direction, notice, consent or other instrument or writing may be proved by the certificate of any notary public, or other officer authorized to take acknowledgements of deeds to be recorded at the place where such certificate is made, that the Person signing such request, direction, notice, consent or other instrument or writing acknowledged to such notary public or other officer the execution thereof, or by an affidavit of a witness of such execution or in any other manner which the Indenture Trustee may consider adequate.

Notwithstanding Section 8.15(1), the Indenture Trustee may in its discretion require further proof in cases where it considers further proof necessary or desirable or may accept such other proof as it considers proper.

Regulations

The Indenture Trustee or the Partnership, with the approval of the Indenture Trustee, may from time to time make reasonable regulations (and reasonable variations thereof) as it thinks fit providing for, without limitation:

voting by proxy by holders of Registered Debt Securities and the form of the instrument appointing a proxy (which will be in writing) and the manner in which the same may be executed and for the production of the authority of any Person signing on behalf of the giver of such proxy;

the deposit of instruments appointing proxies at such place or places and in such custody as the Indenture Trustee, the Partnership or the Debtholders convening a particular meeting, as the case may be, may in the notice convening the meeting direct and the time, if any, before the holding of the meeting or any adjournment thereof by which the same will be deposited; and

the deposit of instruments appointing proxies at some approved place or places other than the place at which a particular meeting is to be held and enabling particulars of instruments appointing proxies to be mailed, electronically mailed or sent by electronic means before the meeting to the Partnership or to the Indenture Trustee at the place where the same is to be held and for the voting of proxies so deposited as though the instruments themselves were produced at the meeting.

Any regulations made in accordance with Section 8.16(1) will be binding and effective and the votes given in accordance therewith will be valid and counted. Except as such regulations may provide, the only Persons who will be recognized at any meeting of the holders of Debt Securities entitled to vote or be present at the meeting in respect thereof, will be the holders of Registered Debt Securities of the series in respect of which the meeting was called and persons whom such Debtholders have duly appointed as their proxies.

Restrictions on the Partnership’s Amalgamation, Merger and Sale of Certain Assets

the Successor is a corporation, trust, partnership, limited partnership, joint venture or unincorporated organization organized or existing under the laws of either (i) the United States or state or territory thereof, or (ii) Canada or any province or territory thereof;

the Successor assumes under a Supplemental Indenture with the Indenture Trustee in a form satisfactory to Counsel to the Indenture Trustee, all obligations of the Partnership under the Indenture, any Supplemental Indenture and the Debt Securities;

such transaction is, to the satisfaction of the Indenture Trustee and in the opinion of Counsel, on such terms to preserve and not to impair any of the rights and powers of the Indenture Trustee and of the Debtholders under the Indenture;

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

where this Indenture or any Supplemental Indenture includes a covenant restricting the amount of Indebtedness the Partnership may incur, immediately after giving effect to such transaction, the Successor could incur at least $1.00 of Indebtedness (other than Permitted Indebtedness) under this Indenture;

each Guarantor (unless such Guarantor is the Person with which the Partnership has entered into a such transaction) will have by amendment to its Guarantee confirmed that its Guarantee will apply to the obligations of the Successor in accordance with the Debt Securities and this Indenture; and

the Partnership has delivered to the Indenture Trustee a Certificate and an opinion of Counsel each stating that such consolidation, amalgamation, merger, sale, lease or transfer and such Supplemental Indenture comply with this Indenture and that all conditions precedent contained in this Indenture relating to such transaction have been complied with.

Vesting of Powers in Partnership’s Successor

the Successor will succeed to, and be substituted for, and may exercise every legal right and power of the Partnership, under this Indenture, and any act or proceeding by any provision of this Indenture required to be done or performed by any director or officer of the Partnership GP, on behalf of the Partnership, may be done and performed with like force and effect by the like trustees, directors or officers of such Successor; and

the Partnership will, except in the case of a lease, be released and discharged from all obligations and covenants under this Indenture and the outstanding Debt Securities, and the Indenture Trustee will execute any documents which it may be advised are necessary or advisable for effecting or evidencing such release and discharge.

Restrictions on the Parent’s Amalgamation, Merger and Sale of Certain Assets

either (i) the Parent shall be the continuing corporation, or (ii) the Successor assumes under a Supplemental Indenture with the Indenture Trustee in form satisfactory to Counsel to the Indenture Trustee, all obligations of the Parent under the Indenture, any Supplemental Indenture and the Debt Securities, including its Guarantee;

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

the Parent has delivered to the Indenture Trustee a Certificate and an opinion of Counsel each stating that such consolidation, amalgamation, merger, sale, lease or transfer and such Supplemental Indenture comply with this Indenture and that all conditions precedent contained in this Indenture relating to such transaction have been complied with.

Duties of Indenture Trustee

In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Indenture Trustee will act honestly and in good faith exercise that degree of care, diligence and skill that a reasonably prudent institutional trustee would exercise in comparable circumstances. The Indenture Trustee will not be liable for any act or default on the part of any agent employed by it or a co-trustee, or for having permitted any agent or co-trustee to receive and retain any money payable to the Indenture Trustee, except as aforesaid. The Indenture Trustee will read, and act upon (as required by this Indenture) all of the Written Orders, Written Directions, Certificates, opinions and other documents delivered to it under or pursuant to this Indenture.

Subject only to Section 10.1(1), the obligation of the Indenture Trustee to commence or continue any act, action or proceeding for the purpose of enforcing any rights of the Indenture Trustee or Debtholders under this Indenture will be conditional upon such Debtholders furnishing, when required by notice in writing by the Indenture Trustee, sufficient funds to commence or continue such act, action or proceeding, sufficient security and an indemnity reasonably satisfactory to the Indenture Trustee to protect and hold harmless the Indenture Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof. None of the provisions in this Indenture will require the Indenture Trustee to expend, commit or otherwise risk its own funds or incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers unless the Indenture Trustee has been funded, secured and indemnified in accordance with this Section 10.1(2).

The Indenture Trustee, prior to commencing or at any time during the continuance of any such act, action or proceeding, may require the Debtholders at whose instance it is acting to deposit with it Debt Securities held by them, for which Debt Securities the Indenture Trustee will issue receipts.

The Indenture Trustee shall not be bound to give any notice or do or take any act, action, or proceeding by virtue of the powers conferred on it hereby unless and until it shall have been required to do so under the terms hereof; nor shall the Indenture Trustee be required to take notice of any default hereunder, unless and until notified in writing of such default, which notice shall distinctly specify the default desired to be brought to the attention of the Indenture Trustee and in the absence of any such notice the Indenture Trustee may for all purposes of this Indenture conclusively assume that no default has been made in the observance or performance of any of the representations, covenants, agreements, or conditions contained herein. Any such notice shall in no way limit any discretion herein given to the Indenture Trustee to determine whether or not the Indenture Trustee shall take action with respect to any such default.

Every provision of this Indenture that by its terms relieves the Indenture Trustee of liability or entitles it to rely upon any evidence submitted to it is subject to the provisions of applicable legislation, this Section 10.1 and Section 10.3.

No Conflict of Interest

Reliance upon Evidence of Compliance

In the exercise of its rights, duties and obligations, the Indenture Trustee may, if it is acting in good faith, act and rely as to the truth of the statements and the accuracy of the opinions expressed therein, upon Written Orders, Written Directions, Certificates, Debtholders’ Requests, resolutions, Extraordinary Resolutions, statutory declarations, opinions, reports, certificates (including, but not limited to,

In addition to the reports, certificates, opinions, statutory declarations and other evidence required by this Indenture, the Partnership will furnish to the Indenture Trustee such additional evidence of compliance with any provisions of this Indenture in such form as the Indenture Trustee may reasonably require by written notice to the Partnership.

The Indenture Trustee may act and rely and shall be protected in acting and relying upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, letter, or other paper document believed by it to be genuine and to have been signed, sent, or presented by or on behalf of the proper party or parties.

Employing Agents

Indenture Trustee May Deal in Debt Securities

Indenture Trustee Not required to Give Security

Action by Indenture Trustee to Protect Interests

Protection of Indenture Trustee

the Partnership hereby indemnifies and saves harmless the Indenture Trustee and its affiliates, their directors, officers, employees and agents from and against all assessments, claims, demands, losses, actions, causes of action, costs, charges, expenses, damages and liabilities whatsoever brought against the Indenture Trustee which it may suffer or incur as a result of or arising, directly or indirectly, in connection with the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature except only in the event of gross negligent action or the wilful misconduct or bad faith of the Indenture Trustee or any of its directors, officers or employees. This indemnity will survive the removal or resignation of the Indenture Trustee under this Indenture and the termination of the Indenture. In no event will the Indenture Trustee be liable for special, indirect, consequential, or punitive loss or damages of any kind whatsoever (including but not limited to lost profits), even if the Indenture Trustee has been advised of the possibility of such damages.

the Indenture Trustee will not be liable for or by reason of any statements of fact or recital in this Indenture or in the Debt Securities (except the representation contained in Sections 10.2 and 10.13 and in the certificate of the Indenture Trustee on the Debt Securities) or required to verify the same, but all such statements and recitals are and will be deemed to be made by the Partnership;

the Indenture Trustee will not be bound to give notice to any Person of the execution of this Indenture;

the Indenture Trustee will not incur any liability or responsibility whatever or in any way be responsible for the consequence of any breach on the part of the Partnership of any of the covenants contained in this Indenture or of any acts of the officers, agents or employees of the Partnership;

the Indenture Trustee shall not be liable for any error in judgment or for any act done or step taken or omitted by it in good faith or for any mistake, in fact or law, made in good faith by it or for anything which it may do or refrain from doing in good faith in connection herewith, except arising out of its own fraud, wilful misconduct, gross negligence or the failure to comply with its obligations set forth in Section 10.1(1);

the Indenture Trustee will not be responsible for any error made or act done by it resulting from reliance upon the signature of any Person on behalf of the Partnership or of any Person on whose signature the Indenture Trustee may be called upon or entitled to act or refrain from acting under this Indenture;

the Indenture Trustee will not be required to disburse monies according to this Indenture except to the extent that monies have been deposited with it;

neither the Indenture Trustee nor any Affiliates of the Indenture Trustee will be appointed a receiver or receiver and manager or liquidator of all or any part of the assets or undertaking of the Partnership; and

nothing in this Indenture will impose on the Indenture Trustee any obligation to see to, or to require evidence of the registration or filing (or renewal thereof) of this Indenture or any instrument ancillary or supplemental to this Indenture.

Force Majeure

Privacy

Investment of Trust Money

Resignation or Removal of Indenture Trustee

The Indenture Trustee may resign from the trusts under this Indenture and thereupon be discharged from all further duties and liabilities under this Indenture by giving to the Partnership 60 days’ written notice or such shorter notice as the Partnership may consider sufficient.

If the Indenture Trustee resigns or is removed or dissolves, becomes bankrupt, goes into liquidation or otherwise becomes incapable of acting under this Indenture, the Partnership will forthwith appoint a new Indenture Trustee unless a new Indenture Trustee has already been appointed by the Debtholders; failing such appointment by the Partnership, the retiring Indenture Trustee at the Partnership’s expense may apply to a Judge of the Ontario Superior Court of Justice, on such notice as such Judge may direct, for the appointment of a new Indenture Trustee. Any new Indenture Trustee so appointed by the Partnership or a court of competent jurisdiction will be subject to removal by all Debtholders by Extraordinary Resolution. Any new Indenture Trustee appointed under any provision of this Section 10.12 will be a corporation authorized to carry on the business of a trust company in each province and territory of Canada. On any new appointment, the new Indenture Trustee will be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Indenture Trustee. The expense of any act, document or other instrument or thing required or permitted under this Section 10.12 will be satisfied from the assets of the Partnership.

Forthwith upon appointment, any new or successor Indenture Trustee will become vested with all the estates, properties, rights, powers and trusts of its predecessors in the trusts under this Indenture, with like effect as if originally named as Indenture Trustee in this Indenture. Nevertheless, upon the written request of the successor Indenture Trustee or of the Partnership and upon payment of all outstanding fees and expenses properly payable to the Indenture Trustee under this Indenture, the Indenture Trustee ceasing to act will at the expense of the Partnership execute and deliver an instrument assigning and transferring to such successor Indenture Trustee its rights and obligations under this Indenture, and will duly assign, transfer and deliver all property and money held by such Indenture Trustee to the successor Indenture Trustee so appointed in its place. If any deed, conveyance or instrument in writing from the Partnership is required by any new Indenture Trustee for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing will on the request of the new or successor Indenture Trustee, be made, executed, acknowledged and delivered by the Partnership, as the case maybe.

Any company into which the Indenture Trustee may be merged or from which it acquired substantially all of the corporate trust book of business or with which it may be consolidated or amalgamated or any company resulting from any merger, consolidation or amalgamation to which the Indenture Trustee will be a party will be a successor Indenture Trustee under this Indenture without the execution of any instrument or any further act; provided that such successor Indenture Trustee will be a corporation qualified to carry on the business of a trust company in each province and territory of Canada and will not have a material conflict of interest in its role as a fiduciary under this Indenture.

The provisions of Section 10.8 shall, in respect of any liabilities suffered by the Indenture Trustee while acting as Indenture Trustee, survive the resignation or removal of the Indenture Trustee and the termination of this Indenture and any trust created hereby.

Authority to Carry on Business

General Provisions as to Certificates

Each Certificate of the Partnership, opinion of Counsel or Written Order made to the Indenture Trustee or any Debtholder pursuant to any provision of this Indenture will specify the Section under which such Certificate, opinion or Written Order is being made and will include, in the case of a Certificate or an opinion:

a statement that the Person signing such Certificate or opinion has read and is familiar with those provisions of this Indenture relating to the conditions precedent with respect to compliance with which such evidence is being given;

a statement that, in the belief of the Person giving the evidence, that Person has made such examination or investigation as is necessary to enable him or her to make the statements or give the opinions contained or expressed therein; and

a statement as to whether, in the opinion or belief of the Person, the conditions referred to in clause (a) have been complied with or satisfied in accordance with the terms of this Indenture.

Whenever the delivery of a Certificate or opinion is a condition precedent to the taking of any action by the Indenture Trustee under this Indenture, the truth and accuracy of the facts and opinions stated in such Certificate or opinion will in each case be conditions precedent to the right of the Partnership to have such action taken.

Any certificate of any expert, insofar as it relates to matters outside of such expert’s competence or responsibility, may be based upon a certificate or opinion of or upon representations by Counsel or some other qualified expert, unless the first expert knows that the certificate or opinion or representations with respect to the matters upon which the certificate may be based as aforesaid are erroneous or, in the exercise or reasonable care, should have known that the same were erroneous.

The Partnership shall provide to the Indenture Trustee an incumbency certificate setting out the names and sample signatures of persons authorized to give instructions to the Indenture Trustee hereunder. The Indenture Trustee shall be entitled to act and rely on such certificate until a revised certificate is provided to it hereunder. The Indenture Trustee shall be entitled to refuse to act upon any instructions given by a party which are signed by any person other than a person described in the incumbency certificate most recently provided to it pursuant to this section.

The Indenture Trustee shall be entitled to rely, and act upon, on any Certificate, opinion, direction, order, instruction, notice or other communication provided to it hereunder which is sent to it by facsimile or other electronic transmission.

Conditions Precedent to Indenture Trustee’s Obligation to Act

The Indenture Trustee will not be bound to give any notice or do or take any act, action or proceeding by virtue of the powers conferred on it by this Indenture until it has been required so to do under the terms of this Indenture. The Indenture Trustee will not be required to take notice of any Event of Default under this Indenture, other than in payment of any money required by any provision of this Indenture to be paid to it, unless and until notified in writing of such Event of Default which notice will specify the Event of Default desired to be brought to the attention of the Indenture Trustee. In the absence of such notice, the Indenture Trustee may for all purposes of this Indenture assume that no default has been made in the observance or performance of any of the representations, warranties, covenants, agreements or conditions contained in this Indenture. Any such notice will in no way limit any discretion given to the Indenture Trustee in this Indenture to determine whether or not to take action with respect to any Event of Default.

The obligation of the Indenture Trustee to commence or continue any act, action or proceeding, will be conditional upon receipt of an Extraordinary Resolution specifying the act, action or proceeding which the Indenture Trustee is requested to take, sufficient funds to commence or continue such act, action or proceeding, sufficient security and an indemnity reasonably satisfactory to the Indenture Trustee to protect and hold harmless the Indenture Trustee against the costs, charges and expenses and liabilities to be incurred thereby and any loss and damage it may suffer by reason thereof.

The Indenture Trustee shall not to be required to act and shall not be held liable for refusing to act unless it receives clear and reasonable documentation which complies with the terms of this Indenture. Such documentation must not require the exercise of any discretion or independent judgment, except as otherwise provided herein.

Acceptance of Trusts

Change of Control

If a Change of Control Triggering Event occurs with respect to a series of Debt Securities, unless the Partnership has exercised its optional right to redeem all of the Debt Securities of that series as described under Article 4 or the applicable Supplemental Indenture, the Partnership will be required to make an offer (the “Change of Control Offer”) to repurchase all, or at the option of the holder of the Debt Securities, any part (equal to $1,000 or an integral multiple thereof), of each holder’s Debt Securities of that series, at a price (the “Purchase Price”), payable in cash, equal to (i) 101% of the principal amount of Debt Securities to be repurchased plus (ii) all accrued interest to the date of repurchase.

The Partnership shall, within 30 days following the date upon which any Change of Control Triggering Event occurred with respect to a series of Debt Securities (or, at the Partnership’s option, prior to any Change of Control (but after the public announcement of the proposed Change of Control)), deliver (or cause to be delivered) a notice (the “Change of Control Notice”) to the Indenture Trustee and each holder of such series of Debt Securities, electronically or by first class mail at the address of such holder appearing in the security register or otherwise in accordance with the procedures of CDS of such series, setting out (i) a description of the transaction or transactions that constitute the Change of Control Triggering Event, (ii) such holders’ rights under this Article 12 as a result of such Change of Control Triggering Event, including the Partnership’s offer to repurchase the Debt Securities of such series on the payment date specified in that notice (the “Change of Control Payment Date”), which date will be no earlier than 30 days and not later than 60 days from the date such notice is delivered unless otherwise required by law, (iii) the Purchase Price, (iv) the time prior to the Change of Control Payment Date by which holders electing to have any Debt Securities purchased pursuant to the Change of Control Offer must surrender, or transfer by book-entry transfer, their Debt Securities to the Partnership, a depositary, if any, appointed in respect of such Change of Control Offer by the Partnership, or a paying agent at the address specified in the notice and (v) if such notice is delivered prior to the date of consummation of the Change of Control Triggering Event, a statement, if applicable, that the Change of Control Offer is conditioned on a Change of Control Triggering Event occurring on or prior to the Change of Control Payment Date.

The Partnership will not be required to make a Change of Control Offer upon a Change of Control Triggering Event if a third party makes such an offer substantially in the manner, at the times and in compliance with the requirements for an offer made by the Partnership pursuant to the provisions of this Article 12 (and for at least the same purchase price payable in cash) and such third party purchases all Debt Securities properly tendered and not withdrawn under its offer.

The Partnership (or, as applicable, the third party making the Change of Control Offer) must comply with the requirements of applicable securities laws and regulations in connection with the repurchase of the Debt Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any such applicable securities laws and regulations conflict with the provisions of this Indenture relating to a Change of Control Triggering Event, the Partnership will be required to comply with such laws and regulations and will not be deemed to have breached its obligations to repurchase the Debt Securities by virtue of such conflict.

Notice

Payment

Cancellation of Debt Securities

Supplemental Indentures

Subject to the provisions of this Indenture, from time to time the Indenture Trustee and, when authorized by a resolution of the board of directors of the Partnership GP, on behalf of the Partnership, the Partnership may, and, when expressly required by this Indenture, will, execute, acknowledge and deliver by their proper officers or authorized persons, Supplemental Indentures which will then form part of this Indenture (provided, however, that a Series Supplement will form part of this Indenture only for purposes of the series of Debt Securities to which it applies or as otherwise expressly provided therein) for any one or more of the following purposes:

establishing the terms of any series of Debt Securities and the forms and denominations in which they may be issued as provided in Article 2;

adding to the provisions of this Indenture such additional covenants of the Partnership, enforcement provisions and other provisions which, in the opinion of Counsel to the Indenture Trustee (who may also be Counsel to the Partnership), are necessary and advisable for the protection or benefit of the holders of any series of Debt Securities, provided that the same are not in the opinion of the Indenture Trustee relying on the opinion of Counsel, materially prejudicial to the interests of the Debtholders;

providing for events of default in addition to those specified in this Indenture;

making such amendments as are (i) required to rectify typographical, clerical or other manifest errors contained in this Indenture (including any Series Supplement) or (ii) not substantially inconsistent with this Indenture (including any applicable Series Supplement) as may be necessary or desirable with respect to matters or questions arising under this Indenture, which, in the opinion of the Indenture Trustee, it may be expedient to make, provided that the Indenture Trustee, relying on an opinion of Counsel, is of the opinion that such provisions and modifications are not materially prejudicial to the interests of the holders of any series of Debt Securities;

evidencing the succession, or successive successions, of any other Person to the Partnership or the Parent and the covenants of and obligations assumed by any such successor in accordance with the provisions of this Indenture;

giving effect to any Extraordinary Resolution passed as provided in Article 8;

modifying, amending or eliminating any of the terms of the Indenture, provided, that no such modification, amendment or elimination will be effective with respect to any Debt Securities which are outstanding at the time of such modification, amendment or elimination if, in the opinion of the Indenture Trustee relying on Counsel, such modification, amendment, or elimination impairs any of the rights of the Debtholders or Indenture Trustee; and

any other purpose not inconsistent with the terms of this Indenture which, in the opinion of Counsel to the Indenture Trustee (who may also be Counsel to the Partnership), are not materially prejudicial to the interests of holders of any series of Debt Securities, provided that the Indenture Trustee may in its sole discretion decline to enter into any such Supplemental Indenture which in its opinion may not afford adequate protection to the Indenture Trustee when the same shall become operative.

The Indenture Trustee may also, by supplemental deed or otherwise, concur with the Partnership in making any changes or corrections in this Indenture which, in the opinion of Counsel to the Indenture Trustee, are not substantive or are required for the purpose of curing or correcting any ambiguity or defective or inconsistent provisions or clerical omissions or mistake or error in this Indenture or in any deed or indenture supplemental or ancillary to this Indenture.

Issuance of Guarantees

Subject to this Article 14, the Parent hereby irrevocably and unconditionally guarantees on a senior unsecured basis, jointly and severally, with each other and with each Other Guarantor of any series of Debt Securities (collectively, the “Guarantors”), to each holder of Debt Securities of such series authenticated and delivered by the Indenture Trustee and to the Indenture Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Debt Securities of such series or the obligations of the Partnership under this Indenture:

that the principal of, and interest and Premium, if any, on the Debt Securities of such series will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and all other obligations of the Partnership to the holders or the Indenture Trustee under this Indenture, will be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Debt Securities of such series; and

in case of any extension of time of payment or renewal of any Debt Securities of such series or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether on the stated maturity date, by acceleration, redemption or otherwise.

Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each of the Guarantors will be obligated to pay the same immediately. Each of the Guarantors agrees that this is a guarantee of payment and not a guarantee of collection.

Each of the Guarantors hereby agrees that its obligations under its Guarantee are unconditional, irrespective of the validity, regularity or enforceability of the Debt Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Partnership, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Partnership, any right to require a proceeding first against the Partnership, protest, notice and all demands whatsoever and covenants that its Guarantee will not be discharged except by complete performance of the obligations contained in the Debt Securities and this Indenture.

If any holder or the Indenture Trustee is required by any court or otherwise to return to the Partnership or the Guarantors, or any custodian, trustee, receiver, receiver-manager, interim receiver, liquidator or other similar official acting in relation to the Guarantors or the Partnership, any amount paid either to the Indenture Trustee or such holder, the Guarantees, to the extent theretofore discharged, will be reinstated in full force and effect.

Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the holders and the Indenture Trustee, on the other hand, (a) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of the Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Article 6 of this Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of the Guarantees.

Each Guarantor, and, by its acceptance of Debt Securities, each Debtholder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer, conveyance or preference, financial assistance or a transfer at under value, in each case for purposes of any bankruptcy or insolvency law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, provincial, state or foreign law to the extent applicable to the Guarantee of such Guarantor. To effectuate the

Notice to the Partnership

Notice to Debtholders

Notice to the Indenture Trustee

Counterparts and Formal Date

Governing Law

Consent to Jurisdiction and Service of Process

Language of Indenture

Anti-money Laundering

Third Party Interests

SEC Compliance