Common use of Exercise of Exchange Right; No Adjustment for Interest or Dividends Clause in Contracts

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated form, a Holder must (i) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice to the Exchange Agent; (ii) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; and (iv) pay all required transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agent. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures shall have been tendered for exchange. Whether the Exchangeable Debentures to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be. Upon surrender of an Exchangeable Debenture for exchange by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company may deduct and withhold from the amount otherwise deliverable to such Holder the amount required to be deducted, withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock, if any, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no later than the fifth Business Day following the last day of the applicable Exchange Period. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures in connection with a redemption and the Company has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next interest payment date, (2) if a Holder exchanges its Exchangeable Debentures in connection with a Designated Event and the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date or (3) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. Except as otherwise provided above in this Article 6, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid. Upon the exchange of an interest in a Global Debenture, the Trustee (or other Exchange Agent appointed by the Company), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the Company), shall make a notation on such Global Debenture as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any exchanges of Exchangeable Debentures effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenture, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture to the Exchange Date, with respect to the exchanged Exchangeable Debenture, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture so surrendered, without charge to the Holder, a new Exchangeable Debenture or Exchangeable Debentures in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable Debenture.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City Borough of New York Manhattan or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as 3.08. If the case may be. Upon surrender of an Exchangeable Debenture for exchange by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company Issuer is required to deduct deliver shares of Common Stock (upon settlement in accordance with Sections 13.10 and withhold under applicable law in connection with the exchange; provided, however13.11, if applicable, on the Holder does not deliver such cash, the Company may deduct and withhold from the amount otherwise deliverable to such Holder the amount required to be deducted, withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock, if any, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no later than the fifth third Business Day immediately following the last day of the applicable Exchange Applicable Observation Period), after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 13, the Issuer shall issue and shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full shares of Common Stock (if any) issuable upon the exchange of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 13.10 and 13.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 13.03. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Notes are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging Holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 13.02 and Sections 13.10 and, if applicable, 13.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 13.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT the Guarantor shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, the close of business on the Record Date for any interest payment date to 5:00 p.m., New York City time, the close of business on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next corresponding interest payment date, (2) if a Holder exchanges its Exchangeable Debentures Notes in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (34) to the extent of any overdue interestDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of exchange with respect to such Exchangeable DebentureNote. Except as otherwise provided above in this Article 613, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 613. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated Event, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1113.11, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and upon receipt of such new Note or Notes the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture in certificated form, the Company must receive at the office or agency of the Company maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated form, a Holder must (i) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice to the Exchange Agent; (ii) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; and (iv) pay all required transfer or similar taxes; and (v) if required, pay funds equal to the interest payable on the next interest payment date. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agent. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures shall have been tendered for exchangeexchange (the “Exchange Date”). Whether the Exchangeable Debentures to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be. Upon surrender of an Exchangeable Debenture for exchange by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company may deduct and withhold from the amount otherwise deliverable to such Holder the amount required to be deducted, withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock, if any, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no later than the fifth Business Day following the last day of the applicable Exchange Period. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Debentures (or portion thereof) surrendered for exchange on the date on which the requirements set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “relevant Exchange Date”), and the Person in whose name with respect to any certificate or certificates for shares of Host REIT Common Stock shall be that are issuable upon such exchange: (i) if such exchange shall be deemed was subject to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT shall be closed shall constitute a Physical Settlement, the Person in whose name the certificate or certificates are to for such shares of Host REIT Common Stock will be issued registered, shall become the holder of record of such shares as of the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect close of business on the Exchange Date; and (ii) if such exchange was subject to a Combination Settlement, the Person in whose name the certificate or certificates for such shares of Host REIT Common Stock will be registered, shall become the holder of record of such shares as of the close of business on the last Trading Day of the related Applicable Exchange Period. Any Exchangeable Debenture or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures in connection with a redemption and the Company has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next interest payment date, (2) if a Holder exchanges its Exchangeable Debentures in connection with a Designated Event and the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date or (3) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. Except as otherwise provided above in this Article 6, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid. Upon the exchange of an interest in a Global Debenture, the Trustee (or other Exchange Agent appointed by the Company), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the Company), shall make a notation on such Global Debenture as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any exchanges of Exchangeable Debentures effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenture, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture to the Exchange Date, with respect to the exchanged Exchangeable Debenture, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture of a denomination greater than $1,000 2,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture so surrendered, without charge to the Holder, a new Exchangeable Debenture or Exchangeable Debentures in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable Debenture.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Security in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Security with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereofthereof (the “Exchange Notice”), duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Securities duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.024.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.064.07. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formSecurities, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Securities that are in certificated form, surrender the Securities to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Securities shall have been tendered for exchange. exchange (the “Exchange Date”) Whether the Exchangeable Debentures Securities to be exchanged are Global Securities or held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures Securities are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be. Upon surrender of an Exchangeable Debenture a Security for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, law (and any amount so deducted, withheld not otherwise delivered by the Holder in cash). If the Issuer is required to deliver Common Stock upon settlement in accordance with Sections 4.03 and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock4.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no not later than the fifth Business third Trading Day following the last day end of the applicable Applicable Exchange Measurement Period. Each , after satisfaction of the requirements for exchange shall set forth above, subject to compliance with any restrictions on transfer if shares of Common Stock issuable on exchange are to be deemed to have been effected issued in a name other than that of the Holder (as to any if such Exchangeable Debenture transfer were a transfer of the Security or Securities (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “Exchange Date”so exchanged), and in accordance with the time periods set forth in this Article 4, the Issuer shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 2.03 hereof, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the exchange of such Security or portion thereof as determined by the Issuer in accordance with the provisions of Sections 4.03 and 4.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 4.06. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Securities are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 4.02 and Sections 4.03 (if applicable) and 4.11. The Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby, to the extent permitted by applicable law; provided that any such surrender on any date when the stock transfer books of Host REIT the Guarantor shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Security or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date record date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date Interest Payment Date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Securities in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date record date and on or prior to the Business Day immediately succeeding the next interest payment dateInterest Payment Date, (2) if a Holder exchanges its Exchangeable Debentures Securities in connection with a Designated Event Change in Control and the Company Issuer has specified a Designated Event Repurchase Change in Control Purchase Date that is after a Record Date record date and on or prior to the corresponding interest payment date or Interest Payment Date, (3) on Securities that are exchanged after the last record date for the payment of interest on the Securities, or (4) with respect to the extent of any overdue interest, interest if any overdue interest exists at the time of exchange with respect to such Exchangeable DebentureSecurities. Except as otherwise provided above in this Article 6paragraph, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Security exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Security as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid4.02. Upon the exchange of an interest in a Global DebentureSecurity, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Securities Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Security as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Securities effected through any Exchange Agent other than the Trustee. Upon an the exchange of an Exchangeable Debenturea Security, a Holder will not receive any cash payment of interest, except interest (unless such exchange occurs between a Regular Record Date and the Interest Payment Date to which it relates as described herein, above) and the Company Issuer will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon The Issuer’s delivery to the exchange Holder of an Exchangeable Debenturecash or shares of Common Stock will be deemed to satisfy the Issuer’s obligation with respect to such Security. Accordingly, the accrued but unpaid interest attributable to the period from the issue date Issue Date of the Exchangeable Debenture Security, or from the most recent date on which interest has been duly paid or provided for, if later, to the Exchange Date, with respect to the exchanged Exchangeable DebentureSecurity, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Security being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Security of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.02 hereof, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Security so surrendered, without charge to the Holder, a new Exchangeable Debenture Security or Exchangeable Debentures Securities in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureSecurity.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City Borough of New York Manhattan or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0215.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0615.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 4.03 or Section 5.045.02, as applicable. If the case may be. Upon surrender of an Exchangeable Debenture for exchange by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company Issuer is required to deduct deliver shares of Common Stock (upon settlement in accordance with Sections 15.10 and withhold under applicable law in connection with the exchange; provided, however15.11, if applicable, on the Holder does not deliver such cash, the Company may deduct and withhold from the amount otherwise deliverable to such Holder the amount required to be deducted, withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock, if any, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no later than the fifth third Business Day immediately following the last day of the applicable Exchange Applicable Observation Period), after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 15, the Issuer shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 6.02, (i) a certificate or certificates for the number of full shares of Common Stock (if any) deliverable upon the exchange of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 15.10 and 15.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 15.03. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Notes are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging Holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 15.02 and Sections 15.10 and, if applicable, 15.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 15.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Applicable Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, the close of business on the Record Date for any interest payment date to 5:00 p.m., New York City time, the close of business on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next corresponding interest payment date, (2) if a Holder exchanges its Exchangeable Debentures Notes in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (34) to the extent of any overdue interestDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of exchange with respect to such Exchangeable DebentureNote. Except as otherwise provided above in this Article 615, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 615. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated Event, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1115.11, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and upon receipt of such new Note or Notes the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.03. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.07. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be3.05. Upon surrender of an Exchangeable Debenture a Note for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the such exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid . If the Issuer is required to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of deliver shares of Host REIT common stockCommon Stock (upon settlement in accordance with Sections 13.11 and 13.12, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through on the exchange agent as soon as practicable, but no later than the fifth third Business Day immediately following the last day of the applicable Exchange Observation Period. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture (or portion thereof) on the date on which ), after satisfaction of the requirements for exchange set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) orabove, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures in connection with a redemption and the Company has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next interest payment date, (2) if a Holder exchanges its Exchangeable Debentures in connection with a Designated Event and the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date or (3) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. Except as otherwise provided above in this Article 6, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid. Upon the exchange of an interest in a Global Debenture, the Trustee (or other Exchange Agent appointed by the Company), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the Company), shall make a notation on such Global Debenture as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any exchanges of Exchangeable Debentures effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenture, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture to the Exchange Date, with respect to the exchanged Exchangeable Debenture, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture so surrendered, without charge to the Holder, a new Exchangeable Debenture or Exchangeable Debentures in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable Debenture.compliance with any restrictions on

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City Borough of New York Manhattan or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0215.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0615.06. To exchange an Exchangeable Debenture Notes held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and, if required, pay all taxes and duties, if any, and, if required, pay all funds equal to interest payable on the next interest payment date to which the holder is not entitled. The Exchange Notice for Notes held in book-entry form must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held the Notes that are in certificated form, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of tax, if required and (e) pay funds equal to the required form of interest payable on the Exchange Notice from next interest payment date to which the Exchange AgentHolder is not entitled, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect If the Issuer is required to deliver shares of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn Common Stock (upon settlement in accordance with the terms of Section 5.03 or Section 5.04, as the case may be. Upon surrender of an Exchangeable Debenture for exchange by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company is required to deduct Sections 15.10 and withhold under applicable law in connection with the exchange; provided, however15.11, if applicable, on the Holder does not deliver such cash, the Company may deduct and withhold from the amount otherwise deliverable to such Holder the amount required to be deducted, withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock, if any, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no later than the fifth third Business Day immediately following the last day of the applicable Exchange Applicable Observation Period), after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 15, the Issuer shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 5.02, (i) a certificate or certificates for the number of full shares of Common Stock (if any) deliverable upon the exchange of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 15.10 and 15.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 15.03. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Notes are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging Holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 15.02 and Sections 15.10 and, if applicable, 15.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 15.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof thereby for all purposes at the close of business on the next succeeding day on which such stock transfer books are open, but such exchange shall be at last Trading Day of the Exchange Rate in effect on the Exchange DateApplicable Observation Period. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, the close of business on the Record Date for any interest payment date to 5:00 p.m., New York City time, the close of business on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next corresponding interest payment date, (2) if a Holder exchanges its Exchangeable Debentures Notes in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (34) to the extent of any overdue interestDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of exchange with respect to such Exchangeable DebentureNote. Except as otherwise provided above in this Article 615, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 615. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated Event, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1115.11, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and upon receipt of such new Note or Notes the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Officepurpose, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures Notes are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 3.05 or Section 5.043.06, as the case may be. Upon surrender of an Exchangeable Debenture a Note for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock, if any, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent As promptly as soon as practicable, practicable (but no later than the fifth Business Day following the last day Exchange Date), after satisfaction of the applicable Exchange Periodrequirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 13, the Issuer shall issue and shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the exchange of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 13.01 and 13.10 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 13.03. The certificate or certificates for the number of full shares of Common Stock into which the Notes are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging Holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 13.02 and Section 13.10. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 13.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT the Guarantor shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next corresponding interest payment date, (2) if a Holder exchanges its Exchangeable Debentures Notes in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date or date, (3) to the extent of any overdue interestinterest or Additional Interest, if any overdue interest or Additional Interest exists at the time of exchange with respect to such Exchangeable DebentureNote or (4) in connection with any exchange following the regular Record Date immediately preceding the final interest payment date. Except as otherwise provided above in this Article 613, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 613. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated Event, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1113.10, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City Borough of New York Manhattan or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0215.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0615.06. To exchange an Exchangeable Debenture Notes held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and, if required, pay all taxes and duties, if any, and, if required, pay all funds equal to interest payable on the next interest payment date to which the Holder is not entitled. The Exchange Notice for Notes held in book-entry form must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held the Notes that are in certificated form, a Holder must (ia) complete and manually sign an the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice), (b) deliver such Exchange Notice, a form of which is on the back of the Exchangeable Debentureirrevocable, and deliver the Exchange Notice Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of tax, if required and (e) pay funds equal to the required form of interest payable on the Exchange Notice from next interest payment date to which the Exchange AgentHolder is not entitled, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB within QIB. If the meaning Issuer is required to deliver shares of Rule 144A under Common Stock (upon settlement in accordance with Sections 15.10 and 15.11, if applicable, on the Securities Act. Exchangeable Debentures third Business Day immediately following the Exchange Date), after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in respect a name other than that of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only the Noteholder (as if such notice is withdrawn transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the terms of Section 5.03 or Section 5.04time periods set forth in this Article 15, as the case may be. Upon surrender of an Exchangeable Debenture for exchange by a Holder, such Holder Issuer shall deliver to such Noteholder at the Company cash equal office or agency maintained by the Issuer for such purpose pursuant to the amount that the Company is required to deduct and withhold under applicable law in connection with the exchange; providedSection 5.02, however, if the Holder does not deliver such cash, the Company may deduct and withhold from the amount otherwise deliverable to such Holder the amount required to be deducted, withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, (i) a certificate or a book entry transfer through DTC, certificates for the number of full shares of Host REIT common stock, Common Stock (if any, for which any debentures are exchanged, together ) deliverable upon the exchange of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 15.10 and 15.11 and (ii) a check or cash payment for in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 15.03. A certificate or certificates for the number of full shares of Common Stock into which the Notes are exchanged (and cash in lieu of fractional shares, ) will be delivered through the exchange agent as soon as practicable, but no later than the fifth Business Day following the last day to an exchanging Holder after satisfaction of the applicable Exchange Periodrequirements for exchange set forth above, in accordance with this Section 15.02 and Sections 15.10 and, if applicable, 15.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 15.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof thereby for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect Close of Business on the Exchange Date. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, the Close of Business on the Record Date for any interest payment date to 5:00 p.m., New York City time, the Open of Business on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption Fundamental Change and the Company Issuer has specified a Redemption Fundamental Change Purchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next corresponding interest payment date, (2) if a Holder exchanges its Exchangeable Debentures in connection with a Designated Event and respect to any exchange on or following the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to immediately preceding the corresponding interest payment date Maturity Date, or (3) to the extent of any overdue interestDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of exchange with respect to such Exchangeable DebentureNote. Except as otherwise provided above in this Article 615, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 615. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated EventFundamental Change, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.1115.11, until such Additional Change in Control Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any any, in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and upon receipt of such new Note or Notes the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Security in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Security with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereofthereof (the “Exchange Notice”), duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Security duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.024.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.064.07. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formSecurities, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Securities that are in certificated form, surrender the Securities to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Securities shall have been tendered for exchangeexchange (the “Exchange Date”). Whether the Exchangeable Debentures Securities to be exchanged are Global Securities or held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures Securities are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be. 144A. Upon surrender of an Exchangeable Debenture a Security for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of cash otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, law (and any amount so deducted, withheld not otherwise delivered by the Holder in cash). If the Issuer is required to deliver Common Stock upon settlement in accordance with Sections 4.03 and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock4.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no not later than the fifth Business third Trading Day following the last day end of the applicable Applicable Exchange Measurement Period. Each , after satisfaction of the requirements for exchange shall set forth above, subject to compliance with any restrictions on transfer if shares of Common Stock issuable on exchange are to be deemed to have been effected issued in a name other than that of the Holder (as to any if such Exchangeable Debenture transfer were a transfer of the Security or Securities (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “Exchange Date”so exchanged), and in accordance with the time periods set forth in this Article 4, the Issuer shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 2.05, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the exchange of such Security or portion thereof as determined by the Issuer in accordance with the provisions of Sections 4.03 and 4.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 4.06. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Securities are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 4.02 and Sections 4.03 (if applicable) and 4.11. The Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby, to the extent permitted by applicable law; provided that any such surrender on any date when the stock transfer books of Host REIT the Parent Guarantor shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Security or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Regular Record Date for any interest payment date Interest Payment Date to 5:00 p.m., New York City time, on the applicable interest payment date Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date Interest Payment Date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Securities in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the next interest payment dateInterest Payment Date, (2) if a Holder exchanges its Exchangeable Debentures Securities in connection with a Designated Event Change in Control and the Company Issuer has specified a Designated Event Repurchase Change in Control Purchase Date that is after a Regular Record Date and on or prior to the corresponding interest payment date or Interest Payment Date, (3) on Securities that are exchanged after the last Regular Record Date for the payment of interest on the Securities, or (4) with respect to the extent of any overdue interest, interest if any overdue interest exists at the time of exchange with respect to such Exchangeable DebentureSecurities. Except as otherwise provided above in this Article 6paragraph, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Security exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Security as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid4.02. Upon the exchange of an interest in a Global DebentureSecurity, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Securities Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Security as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Securities effected through any Exchange Agent other than the Trustee. Upon an the exchange of an Exchangeable Debenturea Security, a Holder will not receive any cash payment of interest, except interest (unless such exchange occurs between a Regular Record Date and the Interest Payment Date to which it relates as described herein, above) and the Company Issuer will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon The Issuer’s delivery to the exchange Holder of an Exchangeable Debenturecash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, will be deemed to satisfy the Issuer’s obligation with respect to such Security. Accordingly, the accrued but unpaid interest attributable to the period from the issue date Issue Date of the Exchangeable Debenture Security, or from the most recent date on which interest has been duly paid or provided for, if later, to the Exchange Date, with respect to the exchanged Exchangeable DebentureSecurity, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Security being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Security of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.02, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Security so surrendered, without charge to the Holder, a new Exchangeable Debenture Security or Exchangeable Debentures Securities in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureSecurity.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York Minneapolis or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures Notes are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 3.05 or Section 5.043.06, as the case may be. Upon surrender of an Exchangeable Debenture a Note for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid . If the Issuer is required to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of deliver shares of Host REIT common stockCommon Stock upon settlement in accordance with Sections 13.10 and 13.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon promptly as practicable, practicable (but no later than the fifth Business Day following the last day of the applicable Applicable Exchange Period), after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 13, the Issuer shall issue and shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full shares of Common Stock (if any) issuable upon the exchange of such Note or portion thereof as determined by the Is xxxx in accordance with the provisions of Sections 13.10 and 13.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 13.03. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Notes are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 13.02 and Sections 13.10 and, if applicable, 13.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 13.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT the Guarantor shall be closed shall constitute be deemed to be by the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIs xxxx, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next interest payment date, (2) if a Holder exchanges its Exchangeable Debentures Notes in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date or (3) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable DebentureNote. Except as otherwise provided above in this Article 613, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 613. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated Event, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1113.11, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.03. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.07. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be3.05. Upon surrender of an Exchangeable Debenture a Note for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the such exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid . If the Issuer is required to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of deliver shares of Host REIT common stockCommon Stock (upon settlement in accordance with Sections 13.11 and 13.12, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through on the exchange agent as soon as practicable, but no later than the fifth third Business Day immediately following the last day of the applicable Exchange Observation Period. Each ), after satisfaction of the requirements for exchange shall set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be deemed to have been effected issued in a name other than that of the Noteholder (as to any if such Exchangeable Debenture transfer were a transfer of the Note or Notes (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “Exchange Date”so exchanged), and in accordance with the Person time periods set forth in whose name any this Article 13, the Issuer shall issue and shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full shares of Host REIT Common Stock shall be (if any) issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures in connection with a redemption and the Company has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next interest payment date, (2) if a Holder exchanges its Exchangeable Debentures in connection with a Designated Event and the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date or (3) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. Except as otherwise provided above in this Article 6, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 13.11 and 13.12 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid. Upon the exchange of an interest in a Global Debenture, the Trustee (or other Exchange Agent appointed by the Company), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the Company), shall make a notation on such Global Debenture as to the reduction in the principal amount represented thereby13.04. The Company shall notify the Trustee in writing of any exchanges of Exchangeable Debentures effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenturecash, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenture, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture to the Exchange Date, with respect to the exchanged Exchangeable Debenture, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, a certificate or certificates for the number of full shares of Host REIT Common Stock into which the Notes are exchanged (together with the and cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture being exchanged pursuant will be delivered to the provisions hereof. In case any Exchangeable Debenture of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture so surrendered, without charge to the Holder, a new Exchangeable Debenture or Exchangeable Debentures in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable Debenture.exchanging holder after

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York Minneapolis or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formDebentures, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Debenture (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Debentures that are in certificated form, surrender the Debentures to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures shall have been tendered for exchange. Whether the Exchangeable Debentures to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 3.05 or Section 5.043.06, as the case may be. Upon surrender of an Exchangeable a Debenture for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock, if any, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent As promptly as soon as practicable, practicable (but no later than the fifth Business Day following the last day Exchange Date), after satisfaction of the applicable Exchange Period. Each requirements for exchange shall set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be deemed to have been effected issued in a name other than that of the Debentureholder (as to any if such Exchangeable transfer were a transfer of the Debenture or Debentures (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “Exchange Date”so exchanged), and in accordance with the Person time periods set forth in whose name any this Article 13, the Issuer shall issue and shall deliver to such Debentureholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures in connection with a redemption and the Company has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next interest payment date, (2) if a Holder exchanges its Exchangeable Debentures in connection with a Designated Event and the Company has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date or (3) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. Except as otherwise provided above in this Article 6, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture or portion thereof as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid. Upon the exchange of an interest in a Global Debenture, the Trustee (or other Exchange Agent appointed determined by the Company), Issuer in accordance with the provisions of Sections 13.01 and 13.10 and (ii) a check or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the Company), shall make a notation on such Global Debenture as to the reduction cash in the principal amount represented thereby. The Company shall notify the Trustee in writing respect of any exchanges of Exchangeable Debentures effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenture, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture to the Exchange Date, with respect to the exchanged Exchangeable Debenture, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture, the Company shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture so surrendered, without charge to the Holder, a new Exchangeable Debenture or Exchangeable Debentures in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable Debenture.fractional

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Security in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Security with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereofthereof (the “Exchange Notice”), duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Securities duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.024.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.064.07. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formSecurities, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Securities that are in certificated form, surrender the Securities to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Securities shall have been tendered for exchangeexchange (the “Exchange Date”). Whether the Exchangeable Debentures Securities to be exchanged are Global Securities or held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures Securities are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be. Upon surrender of an Exchangeable Debenture a Security for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, law (and any amount so deducted, withheld not otherwise delivered by the Holder in cash). If the Issuer is required to deliver Common Stock upon settlement in accordance with Sections 4.03 and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock4.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no not later than the fifth Business third Trading Day following the last day end of the applicable Applicable Exchange Measurement Period. Each , after satisfaction of the requirements for exchange shall set forth above, subject to compliance with any restrictions on transfer if shares of Common Stock issuable on exchange are to be deemed to have been effected issued in a name other than that of the Holder (as to any if such Exchangeable Debenture transfer were a transfer of the Security or Securities (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “Exchange Date”so exchanged), and in accordance with the time periods set forth in this Article 4, the Issuer shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 2.05, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the exchange of such Security or portion thereof as determined by the Issuer in accordance with the provisions of Sections 4.03 and 4.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 4.06. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Securities are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 4.02 and Sections 4.03 (if applicable) and 4.11. The Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby, to the extent permitted by applicable law; provided that any such surrender on any date when the stock transfer books of Host REIT the Parent Guarantor shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Security or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Regular Record Date for any interest payment date Interest Payment Date to 5:00 p.m., New York City time, on the applicable interest payment date Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date Interest Payment Date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Securities in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the next interest payment dateInterest Payment Date, (2) if a Holder exchanges its Exchangeable Debentures Securities in connection with a Designated Event Change in Control and the Company Issuer has specified a Designated Event Repurchase Change in Control Purchase Date that is after a Regular Record Date and on or prior to the corresponding interest payment date or Interest Payment Date, (3) on Securities that are exchanged after the last Regular Record Date for the payment of interest on the Securities, or (4) with respect to the extent of any overdue interest, interest if any overdue interest exists at the time of exchange with respect to such Exchangeable DebentureSecurities. Except as otherwise provided above in this Article 6paragraph, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Security exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Security as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid4.02. Upon the exchange of an interest in a Global DebentureSecurity, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Securities Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Security as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Securities effected through any Exchange Agent other than the Trustee. Upon an the exchange of an Exchangeable Debenturea Security, a Holder will not receive any cash payment of interest, except interest (unless such exchange occurs between a Regular Record Date and the Interest Payment Date to which it relates as described herein, above) and the Company Issuer will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon The Issuer’s delivery to the exchange Holder of an Exchangeable Debenturecash or shares of Common Stock will be deemed to satisfy the Issuer’s obligation with respect to such Security. Accordingly, the accrued but unpaid interest attributable to the period from the issue date Issue Date of the Exchangeable Debenture Security, or from the most recent date on which interest has been duly paid or provided for, if later, to the Exchange Date, with respect to the exchanged Exchangeable DebentureSecurity, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Security being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Security of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.02, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Security so surrendered, without charge to the Holder, a new Exchangeable Debenture Security or Exchangeable Debentures Securities in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureSecurity.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City Borough of New York Manhattan or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be3.05. Upon surrender of an Exchangeable Debenture a Note for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the such exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid . If the Issuer is required to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of deliver shares of Host REIT common stockCommon Stock (upon settlement in accordance with Sections 13.10 and 13.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through on the exchange agent as soon as practicable, but no later than the fifth third Business Day immediately following the last day of the applicable Exchange Applicable Observation Period), after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 13, the Issuer shall issue and shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full shares of Common Stock (if any) issuable upon the exchange of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 13.10 and 13.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 13.03. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Notes are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 13.02 and Sections 13.10 and, if applicable, 13.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 13.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT the Guarantor shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, the close of business on the Record Date for any interest payment date to 5:00 p.m., New York City time, the close of business on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next interest payment date, (2) if a Holder exchanges its Exchangeable Debentures Notes in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (34) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable DebentureNote. Except as otherwise provided above in this Article 613, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 613. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated Event, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1113.11, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York Minneapolis or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formDebentures, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Debenture (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Debentures that are in certificated form, surrender the Debentures to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures shall have been tendered for exchange. Whether the Exchangeable Debentures to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 3.05 or Section 5.043.06, as the case may be. Upon surrender of an Exchangeable a Debenture for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid . If the Issuer is required to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of deliver shares of Host REIT common stockCommon Stock upon settlement in accordance with Sections 13.10 and 13.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon promptly as practicable, practicable (but no later than the fifth Business Day following the last day Applicable Exchange Period), after satisfaction of the applicable Exchange Periodrequirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Debentureholder (as if such transfer were a transfer of the Debenture or Debentures (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 13, the Issuer shall issue and shall deliver to such Debentureholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full shares of Common Stock (if any) issuable upon the exchange of such Debenture or portion thereof as determined by the Issuer in accordance with the provisions of Sections 13.10 and 13.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 13.03. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Debentures are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 13.02 and Sections 13.10 and, if applicable, 13.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 13.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT the Guarantor shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next interest payment date, (2) if a Holder exchanges its Exchangeable Debentures in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date or (3) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable Debenture. Except as otherwise provided above in this Article 613, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture as provided in this Article 613. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1113.11, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global Debenture, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable a Debenture, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture to the Exchange Date, with respect to the exchanged Exchangeable Debenture, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture so surrendered, without charge to the Holder, a new Exchangeable Debenture or Exchangeable Debentures in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable Debenture.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City Borough of New York Manhattan or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as 3.07. If the case may be. Upon surrender of an Exchangeable Debenture for exchange by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company Issuer is required to deduct deliver shares of Common Stock (upon settlement in accordance with Sections 13.10 and withhold under applicable law in connection with the exchange; provided, however13.11, if applicable, on the Holder does not deliver such cash, the Company may deduct and withhold from the amount otherwise deliverable to such Holder the amount required to be deducted, withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock, if any, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no later than the fifth third Business Day immediately following the last day of the applicable Exchange Applicable Observation Period), after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 13, the Issuer shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full shares of Common Stock (if any) deliverable upon the exchange of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 13.10 and 13.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 13.03. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Notes are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging Holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 13.02 and Sections 13.10 and, if applicable, 13.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 13.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Applicable Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, the close of business on the Record Date for any interest payment date to 5:00 p.m., New York City time, the close of business on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next corresponding interest payment date, (2) if a Holder exchanges its Exchangeable Debentures Notes in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (34) to the extent of any overdue interestDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of exchange with respect to such Exchangeable DebentureNote. Except as otherwise provided above in this Article 613, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 613. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated Event, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1113.11, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and upon receipt of such new Note or Notes the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York St. Pxxx, Minnesota or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures Notes are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 3.05 or Section 5.043.06, as the case may be. Upon surrender of an Exchangeable Debenture a Note for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid . If the Issuer is required to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of deliver shares of Host REIT common stockCommon Stock upon settlement in accordance with Sections 13.10 and 13.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon promptly as practicable, practicable (but no later than the fifth Business Day following the last day Applicable Exchange Period), after satisfaction of the applicable Exchange Periodrequirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 13, the Issuer shall issue and shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full shares of Common Stock (if any) issuable upon the exchange of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 13.10 and 13.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 13.03. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Notes are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 13.02 and Sections 13.10 and, if applicable, 13.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 13.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT the Guarantor shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next interest payment date, (2) if a Holder exchanges its Exchangeable Debentures Notes in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date or (3) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable DebentureNote. Except as otherwise provided above in this Article 613, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 613. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated Event, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1113.11, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York Philadelphia or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares Shares of Host REIT Common Stock Beneficial Interest that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures Notes are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be3.07. Upon surrender of an Exchangeable Debenture a Note for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may (or may instruct the Exchange Agent to) deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, . If the Issuer is required to deliver Shares of Beneficial Interest upon settlement in accordance with Sections 13.10 and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock13.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon promptly as practicable, practicable (but no later than the fifth Business Day following the last day of the applicable Exchange Applicable Observation Period), after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 13, the Issuer shall issue and shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full Shares of Beneficial Interest (if any) issuable upon the exchange of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 13.10 and 13.11 and (ii) a check or cash in respect of any fractional interest in respect of a Share of Beneficial Interest arising upon such exchange, calculated by the Issuer as provided in Section 13.03. The cash, and, if applicable, a certificate or certificates for the number of full Shares of Beneficial Interest into which the Notes are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 13.02 and Sections 13.10 and, if applicable, 13.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 13.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares Shares of Host REIT Common Stock Beneficial Interest shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT the Guarantor shall be closed shall constitute be deemed to be by the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next interest payment date, (2) if a Holder exchanges its Exchangeable Debentures Notes in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the corresponding interest payment date or date, (3) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable DebentureNote or (4) if a Holder exchanges its Notes after 5:00 p.m. New York City time on the Record Date immediately preceding the Maturity Date and before the close of business on the Trading Day immediately preceding the Maturity Date. Except as otherwise provided above in this Article 613, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 613. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated Event, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1113.11, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares Shares of Host REIT Common Stock Beneficial Interest (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Security in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Security with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereofthereof (the “Exchange Notice”), duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Securities duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.024.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.064.07. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formSecurities, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Securities that are in certificated form, surrender the Securities to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Securities shall have been tendered for exchangeexchange (the “Exchange Date”). Whether the Exchangeable Debentures Securities to be exchanged are Global Securities or held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures Securities are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be. Upon surrender of an Exchangeable Debenture a Security for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, law (and any amount so deducted, withheld not otherwise delivered by the Holder in cash). If the Issuer is required to deliver Common Stock upon settlement in accordance with Sections 4.03 and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock4.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no not later than the fifth Business third Trading Day following the last day end of the applicable Applicable Exchange Measurement Period. Each , after satisfaction of the requirements for exchange shall set forth above, subject to compliance with any restrictions on transfer if shares of Common Stock issuable on exchange are to be deemed to have been effected issued in a name other than that of the Holder (as to any if such Exchangeable Debenture transfer were a transfer of the Security or Securities (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “Exchange Date”so exchanged), and in accordance with the time periods set forth in this Article 4, the Issuer shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 2.05 hereof, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the exchange of such Security or portion thereof as determined by the Issuer in accordance with the provisions of Sections 4.03 and 4.11, (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 4.06, and (iii) if applicable, an amount in cash equal to any applicable Interest Make-Whole Payment. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Securities are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 4.02 and Sections 4.03 (if applicable) and 4.11. The Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby, to the extent permitted by applicable law; provided that any such surrender on any date when the stock transfer books of Host REIT NRF shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Security or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Regular Record Date for any interest payment date Interest Payment Date to 5:00 p.m., New York City time, on the applicable interest payment date Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date Interest Payment Date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Securities in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately succeeding the next interest payment dateInterest Payment Date, (2) if a Holder exchanges its Exchangeable Debentures Securities in connection with a Designated Event Change in Control and the Company Issuer has specified a Designated Event Repurchase Change in Control Purchase Date that is after a Regular Record Date and on or prior to the corresponding interest payment date or Interest Payment Date, (3) on Securities that are exchanged after the last Regular Record Date for the payment of interest on the Securities, or (4) with respect to the extent of any overdue interest, interest if any overdue interest exists at the time of exchange with respect to such Exchangeable DebentureSecurities. Except as otherwise provided above in this Article 6paragraph, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Security exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Security as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid4.02. Upon the exchange of an interest in a Global DebentureSecurity, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Securities Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Security as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Securities effected through any Exchange Agent other than the Trustee. Upon an the exchange of an Exchangeable Debenturea Security, a Holder will not receive any cash payment of interest, except interest (unless such exchange occurs between a Regular Record Date and the Interest Payment Date to which it relates as described herein, above) and the Company Issuer will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon The Issuer’s delivery to the exchange Holder of an Exchangeable Debenturecash or shares of Common Stock will be deemed to satisfy the Issuer’s obligation with respect to such Security. Accordingly, the accrued but unpaid interest attributable to the period from the issue date Issue Date of the Exchangeable Debenture Security, or from the most recent date on which interest has been duly paid or provided for, if later, to the Exchange Date, with respect to the exchanged Exchangeable DebentureSecurity, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares, as well as any Interest Make-Whole Payment, if and as applicable) in exchange for the Exchangeable Debenture Security being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Security of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.02 hereof, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Security so surrendered, without charge to the Holder, a new Exchangeable Debenture Security or Exchangeable Debentures Securities in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureSecurity.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Note in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City Borough of New York Manhattan or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Note with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereof, duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Notes duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.0213.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.0613.06. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formNotes, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes that are in certificated form, surrender the Notes to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Notes shall have been tendered for exchange. Whether the Exchangeable Debentures Notes to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures Notes in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as 3.08. If the case may be. Upon surrender of an Exchangeable Debenture for exchange by a Holder, such Holder shall deliver to the Company cash equal to the amount that the Company Issuer is required to deduct deliver shares of Common Stock (upon settlement in accordance with Sections 13.10 and withhold under applicable law in connection with the exchange; provided, however13.11, if applicable, on the Holder does not deliver such cash, the Company may deduct and withhold from the amount otherwise deliverable to such Holder the amount required to be deducted, withheld and paid over to any governmental authority under applicable law, and any amount so deducted, withheld and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock, if any, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no later than the fifth third Business Day immediately following the last day of the applicable Exchange Applicable Observation Period), after satisfaction of the requirements for exchange set forth above, subject to compliance with any restrictions on transfer if shares issuable on exchange are to be issued in a name other than that of the Noteholder (as if such transfer were a transfer of the Note or Notes (or portion thereof) so exchanged), and in accordance with the time periods set forth in this Article 13, the Issuer shall issue and shall deliver to such Noteholder at the office or agency maintained by the Issuer for such purpose pursuant to Section 4.02, (i) a certificate or certificates for the number of full shares of Common Stock (if any) issuable upon the exchange of such Note or portion thereof as determined by the Issuer in accordance with the provisions of Sections 13.10 and 13.11 and (ii) a check or cash in respect of any required payments arising upon such exchange, calculated by the Issuer as provided in Section 13.03. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Notes are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging Holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 13.02 and Sections 13.10 and, if applicable, 13.11. Each exchange shall be deemed to have been effected as to any such Exchangeable Debenture Note (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 13.02 have been satisfied as to such Exchangeable Debenture Note (or portion thereof) or, if later, the Determination Date (the “Exchange Date”), and the Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby; provided that any such surrender on any date when the stock transfer books of Host REIT the Guarantor shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Note or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, the close of business on the Record Date for any interest payment date to 5:00 p.m., New York City time, the close of business on the applicable interest payment date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Notes in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date and on or prior to the Business Day immediately succeeding the next corresponding interest payment date, (2) if a Holder exchanges its Exchangeable Debentures Notes in connection with a Designated Event and the Company Issuer has specified a Designated Event Repurchase Date that is after a Record Date and on or prior to the Business Day immediately succeeding the corresponding interest payment date date, (3) with respect to any exchange on or following the Record Date immediately preceding the Maturity Date, or (34) to the extent of any overdue interestDefaulted Interest, if any overdue interest Defaulted Interest exists at the time of exchange with respect to such Exchangeable DebentureNote. Except as otherwise provided above in this Article 613, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Note exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Note as provided in this Article 613. Notwithstanding the foregoing, in the case of Exchangeable Debentures Notes submitted for exchange in connection with a Designated Event, such Exchangeable Debentures Notes shall continue to represent the right to receive the Additional Change in Control Designated Event Shares, if any, payable pursuant to Section 6.1113.11, until such Additional Change in Control Designated Event Shares are so paid. Upon the exchange of an interest in a Global DebentureNote, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Note as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Notes effected through any Exchange Agent other than the Trustee. Upon an exchange of an Exchangeable Debenture, a Holder will not receive any cash payment of interest, except as described herein, and the Company will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon the exchange of an Exchangeable Debenturea Note, the accrued but unpaid interest attributable to the period from the issue date of the Exchangeable Debenture Note to the Exchange Date, with respect to the exchanged Exchangeable DebentureNote, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Note being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Note of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.04, the Company Issuer shall execute and upon receipt of such new Note or Notes the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Note so surrendered, without charge to the Holder, a new Exchangeable Debenture Note or Exchangeable Debentures Notes in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureNote.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Security in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Security with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereofthereof (the “Exchange Notice”), duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Securities duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.024.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.064.07. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held in certificated formSecurities, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of the Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Securities that are in certificated form, surrender the Securities to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxes. Holders may also obtain copies of the required form of the Exchange Notice from the Exchange Agenttax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Exchangeable Debentures Securities shall have been tendered for exchange. exchange (the “Exchange Date”) Whether the Exchangeable Debentures Securities to be exchanged are held in book-entry or certificated form, the Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures Securities are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be. Upon surrender of an Exchangeable Debenture a Security for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, law (and any amount so deducted, withheld not otherwise delivered by the Holder in cash). If the Issuer is required to deliver Common Stock upon settlement in accordance with Sections 4.03 and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock4.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no not later than the fifth Business third Trading Day following the last day end of the applicable Applicable Exchange Measurement Period. Each , after satisfaction of the requirements for exchange shall set forth above, subject to compliance with any restrictions on transfer if shares of Common Stock issuable on exchange are to be deemed to have been effected issued in a name other than that of the Holder (as to any if such Exchangeable Debenture transfer were a transfer of the Security or Securities (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “Exchange Date”so exchanged), and in accordance with the time periods set forth in this Article 4, the Issuer shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 2.03 hereof, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the exchange of such Security or portion thereof as determined by the Issuer in accordance with the provisions of Sections 4.03 and 4.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 4.06. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Securities are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 4.02 and Sections 4.03 (if applicable) and 4.11. The Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby, to the extent permitted by applicable law; provided that any such surrender on any date when the stock transfer books of Host REIT the Company shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Security or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Record Date record date for any interest payment date to 5:00 p.m., New York City time, on the applicable interest payment date Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date Interest Payment Date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Securities in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Record Date record date and on or prior to the Business Day immediately succeeding the next interest payment dateInterest Payment Date, or (2) if a Holder exchanges its Exchangeable Debentures Securities in connection with a Designated Event Change in Control and the Company Issuer has specified a Designated Event Repurchase Change in Control Purchase Date that is after a Record Date record date and on or prior to the corresponding interest payment date or (3) to the extent of any overdue interest, if any overdue interest exists at the time of exchange with respect to such Exchangeable DebentureInterest Payment Date. Except as otherwise provided above in this Article 6paragraph, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Security exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Security as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid4.02. Upon the exchange of an interest in a Global DebentureSecurity, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Security as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Securities effected through any Exchange Agent other than the Trustee. Upon an the exchange of an Exchangeable Debenturea Security, a Holder will not receive any cash payment of interest, except interest (unless such exchange occurs between a Regular Record Date and the Interest Payment Date to which it relates as described herein, above) and the Company Issuer will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon The Issuer’s delivery to the exchange Holder of an Exchangeable Debenturecash or shares of Common Stock will be deemed to satisfy the Issuer’s obligation with respect to such Security. Accordingly, the accrued but unpaid interest attributable to the period from the issue date Issue Date of the Exchangeable Debenture Security to the Exchange Date, with respect to the exchanged Exchangeable DebentureSecurity, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Security being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Security of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.02 hereof, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Security so surrendered, without charge to the Holder, a new Exchangeable Debenture Security or Exchangeable Debentures Securities in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureSecurity.

Exercise of Exchange Right; No Adjustment for Interest or Dividends. In order to exercise the exchange right with respect to any Exchangeable Debenture Security in certificated form, the Company Issuer must receive at the office or agency of the Company Issuer maintained for that purpose in the City of New York or, at the option of such Holder, the Corporate Trust Office, such Exchangeable Debenture Security with the original or facsimile of the form entitled “Exchange Notice” on the reverse thereofthereof (the “Exchange Notice”), duly completed and signed manually or by facsimile, together with such Exchangeable Debentures Security duly endorsed for transfer, accompanied by the funds, if any, required by this Section 6.024.02. Such notice shall also state the name or names (with address or addresses) in which the certificate or certificates for shares of Host REIT Common Stock that shall be issuable on such exchange shall be issued, and shall be accompanied by transfer or similar taxes, if required pursuant to Section 6.064.07. To exchange an Exchangeable Debenture held in book-entry form, a Holder must exchange by book-entry transfer to the Exchange Agent through the facilities of DTC and the Exchange Notice must comply with all applicable DTC procedures. To exchange an Exchangeable Debenture held Security that is in certificated form, a Holder must (ia) complete and manually sign an Exchange Notice, a form of which is on the back of the Exchangeable Debenture, and deliver the Exchange Notice on the reverse of such Security (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) surrender such Security to the Exchange Agent; , (iic) surrender the Exchangeable Debenture to the Exchange Agent’ (iii) furnish appropriate endorsements and transfer documents, if required by the Exchange Agent, furnish appropriate endorsement and transfer documents; Agent and (ivd) pay all required any transfer or similar taxestax, if required. Holders may also obtain copies To exchange a beneficial interest in a Global Security, a Holder must comply with subclause (d) of the required form immediately preceding sentence and comply with the Applicable Procedures of the Exchange Notice from the Exchange AgentDepositary for exchanging a beneficial interest in a Global Security or a Security that is not held in global form. The first date on which all of the Holder satisfies all such requirements set forth in the first sentence of this paragraph (in the case of a Security held in certificated form) or the second sentence of this paragraph (in the case of a beneficial interest in a Global Security or a Security that is not held in global form) have been satisfied shall be deemed to be the date on which the applicable Exchangeable Debentures Securities shall have been tendered for exchangeexchange (the “Exchange Date”). Whether the Exchangeable Debentures Securities to be exchanged are Global Securities or held in book-entry or certificated form, the Applicable Procedures or Exchange Notice will require the Holder to certify that it or the Person on whose behalf the Exchangeable Debentures Securities are being exchanged is a QIB qualified institutional buyer within the meaning of Rule 144A under the Securities Act. Exchangeable Debentures in respect of which a Holder has delivered a Repurchase Notice or a Designated Event Repurchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 5.03 or Section 5.04, as the case may be. 144A. Upon surrender of an Exchangeable Debenture a Security for exchange by a Holder, such Holder shall deliver to the Company Issuer cash equal to the amount that the Company Issuer is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Company Issuer may deduct and withhold from the amount of cash otherwise deliverable to such Holder the amount required to be deducted, deducted and withheld and paid over to any governmental authority under applicable law, law (and any amount so deducted, withheld not otherwise delivered by the Holder in cash). If the Issuer is required to deliver Common Stock upon settlement in accordance with Sections 4.03 and paid over shall be deemed paid to such Holder for all purposes of this Indenture. A certificate, or a book entry transfer through DTC, for the number of shares of Host REIT common stock4.11, if anyapplicable, for which any debentures are exchanged, together with a cash payment for any fractional shares, will be delivered through the exchange agent as soon as practicable, but no not later than the fifth Business third Trading Day following the last day end of the applicable Applicable Exchange Measurement Period. Each , after satisfaction of the requirements for exchange shall set forth above, subject to compliance with any restrictions on transfer if shares of Common Stock issuable on exchange are to be deemed to have been effected issued in a name other than that of the Holder (as to any if such Exchangeable Debenture transfer were a transfer of the Security or Securities (or portion thereof) on the date on which the requirements set forth above in this Section 6.02 have been satisfied as to such Exchangeable Debenture (or portion thereof) or, if later, the Determination Date (the “Exchange Date”so exchanged), and in accordance with the time periods set forth in this Article 4, the Issuer shall deliver to such Holder at the office or agency maintained by the Issuer for such purpose pursuant to Section 2.05, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the exchange of such Security or portion thereof as determined by the Issuer in accordance with the provisions of Sections 4.03 and 4.11 and (ii) a check or cash in respect of any fractional interest in respect of a share of Common Stock arising upon such exchange, calculated by the Issuer as provided in Section 4.06. The cash, and, if applicable, a certificate or certificates for the number of full shares of Common Stock into which the Securities are exchanged (and cash in lieu of fractional shares) will be delivered to an exchanging holder after satisfaction of the requirements for exchange set forth above, in accordance with this Section 4.02 and Sections 4.03 (if applicable) and 4.11. The Person in whose name any certificate or certificates for shares of Host REIT Common Stock shall be issuable upon such exchange shall be deemed to have become on said date the holder of record of the shares represented thereby, to the extent permitted by applicable law; provided that any such surrender on any date when the stock transfer books of Host REIT the Parent Guarantor shall be closed shall constitute the Person in whose name the certificates are to be issued as the record holder thereof for all purposes on the next succeeding day on which such stock transfer books are open, but such exchange shall be at the Exchange Rate in effect on the Exchange Date. Any Exchangeable Debenture Security or portion thereof surrendered for exchange during the period from 5:00 p.m., New York City time, on the Regular Record Date for any interest payment date Interest Payment Date to 5:00 p.m., New York City time, on the applicable interest payment date Interest Payment Date shall be accompanied by payment, in immediately available funds or other funds acceptable to the CompanyIssuer, of an amount equal to the interest otherwise payable on such interest payment date Interest Payment Date on the principal amount being exchanged; provided that no such payment need be made (1) if a Holder exchanges its Exchangeable Debentures Securities in connection with a redemption and the Company Issuer has specified a Redemption Date that is after a Regular Record Date and on or but prior to the Business Day immediately succeeding the next interest payment datecorresponding Interest Payment Date, (2) if a Holder exchanges its Exchangeable Debentures Securities in connection with a Designated Event Change in Control and the Company Issuer has specified a Designated Event Repurchase Change in Control Purchase Date that is after a Regular Record Date and on or but prior to the corresponding interest payment date or Interest Payment Date, (3) on Securities that are exchanged after the last Regular Record Date for the payment of interest on the Securities, or (4) with respect to the extent of any overdue interest, interest if any overdue interest exists at the time of exchange with respect to such Exchangeable DebentureSecurities. Except as otherwise provided above in this Article 6paragraph, no payment or other adjustment shall be made for interest accrued on any Exchangeable Debenture Security exchanged or for dividends on any shares issued upon the exchange of such Exchangeable Debenture Security as provided in this Article 6. Notwithstanding the foregoing, in the case of Exchangeable Debentures submitted for exchange in connection with a Designated Event, such Exchangeable Debentures shall continue to represent the right to receive the Additional Change in Control Shares, if any, payable pursuant to Section 6.11, until such Additional Change in Control Shares are so paid4.02. Upon the exchange of an interest in a Global DebentureSecurity, the Trustee (or other Exchange Agent appointed by the CompanyIssuer), or the Securities Custodian at the direction of the Trustee (or other Exchange Agent appointed by the CompanyIssuer), shall make a notation on such Global Debenture Security as to the reduction in the principal amount represented thereby. The Company Issuer shall notify the Trustee in writing of any exchanges of Exchangeable Debentures Securities effected through any Exchange Agent other than the Trustee. Upon an the exchange of an Exchangeable Debenturea Security, a Holder will not receive any cash payment of interest, except interest (unless such exchange occurs between a Regular Record Date and the Interest Payment Date to which it relates as described herein, above) and the Company Issuer will not adjust the Exchange Rate to account for accrued and unpaid interest. Upon The Issuer’s delivery to the exchange Holder of an Exchangeable Debenturecash, shares of Common Stock or a combination of cash and shares of Common Stock, as applicable, will be deemed to satisfy the Issuer’s obligation with respect to such Security. Accordingly, the accrued but unpaid interest attributable to the period from the issue date Issue Date of the Exchangeable Debenture Security, or from the most recent date on which interest has been duly paid or provided for, if later, to the Exchange Date, with respect to the exchanged Exchangeable DebentureSecurity, shall not be deemed canceled, extinguished or forfeited, but rather shall be deemed to be paid in full to the Holder thereof through delivery of cash and, if applicable, shares of Host REIT Common Stock (together with the cash payment, if any in lieu of fractional shares) in exchange for the Exchangeable Debenture Security being exchanged pursuant to the provisions hereof. In case any Exchangeable Debenture Security of a denomination greater than $1,000 shall be surrendered for partial exchange, and subject to Section 2.3 of the Indenture2.02, the Company Issuer shall execute and the Trustee shall authenticate and deliver to the Holder of the Exchangeable Debenture Security so surrendered, without charge to the Holder, a new Exchangeable Debenture Security or Exchangeable Debentures Securities in authorized denominations in an aggregate principal amount equal to the unexchanged portion of the surrendered Exchangeable DebentureSecurity.