Exhibit 4.1

   

   

   

      

  ESSEX PORTFOLIO, L.P.

   

  

  
  
     

  

  
   

  INDENTURE

   

  Dated as of ___________, 20___

   

  

  
  
     

  

  
   

  U.S. BANK NATIONAL ASSOCIATION

   

  Trustee

   

   

  

   

  

  
     

    
      
 

  

   

  TABLE OF CONTENTS

   

  	
           

        	
          Page

        
	
           

        	
           

        
	
          ARTICLE I. DEFINITIONS AND INCORPORATION BY REFERENCE

        	
          1

        
	
           

        	
          Section 1.1.

        	
           

        	
          Definitions

        	
          1

        
	
           

        	
          Section 1.2.

        	
           

        	
          Other Definitions

        	
          5

        
	
           

        	
          Section 1.3.

        	
           

        	
          Incorporation by Reference of Trust Indenture Act

        	
          5

        
	
           

        	
          Section 1.4.

        	
           

        	
          Rules of Construction

        	
          6

        
	
           

        	
           

        
	
          ARTICLE II. THE SECURITIES

        	
          6

        
	
           

        	
          Section 2.1.

        	
           

        	
          Issuable in Series

        	
          6

        
	
           

        	
          Section 2.2.

        	
           

        	
          Establishment of Terms of Series of Securities

        	
          6

        
	
           

        	
          Section 2.3.

        	
           

        	
          Execution and Authentication

        	
          9

        
	
           

        	
          Section 2.4.

        	
           

        	
          Registrar and Paying Agent

        	
          10

        
	
           

        	
          Section 2.5.

        	
           

        	
          Paying Agent to Hold Money in Trust

        	
          10

        
	
           

        	
          Section 2.6.

        	
           

        	
          Securityholder Lists

        	
          11

        
	
           

        	
          Section 2.7.

        	
           

        	
          Transfer and Exchange

        	
          11

        
	
           

        	
          Section 2.8.

        	
           

        	
          Mutilated, Destroyed, Lost and Stolen Securities

        	
          11

        
	
           

        	
          Section 2.9.

        	
           

        	
          Outstanding Securities

        	
          12

        
	
           

        	
          Section 2.10.

        	
           

        	
          Treasury Securities

        	
          13

        
	
           

        	
          Section 2.11.

        	
           

        	
          Temporary Securities

        	
          13

        
	
           

        	
          Section 2.12.

        	
           

        	
          Cancellation

        	
          13

        
	
           

        	
          Section 2.13.

        	
           

        	
          Defaulted Interest

        	
          13

        
	
           

        	
          Section 2.14.

        	
           

        	
          Global Securities

        	
          14

        
	
           

        	
          Section 2.15.

        	
           

        	
          CUSIP Numbers

        	
          16

        
	
           

        	
           

        
	
          ARTICLE III. REDEMPTION

        	
          16

        
	
           

        	
          Section 3.1.

        	
           

        	
          Notice to Trustee

        	
          16

        
	
           

        	
          Section 3.2.

        	
           

        	
          Selection of Securities to be Redeemed

        	
          16

        
	
           

        	
          Section 3.3.

        	
           

        	
          Notice of Redemption

        	
          17

        
	
           

        	
          Section 3.4.

        	
           

        	
          Effect of Notice of Redemption

        	
          17

        
	
           

        	
          Section 3.5.

        	
           

        	
          Deposit of Redemption Price

        	
          18

        
	
           

        	
          Section 3.6.

        	
           

        	
          Securities Redeemed in Part

        	
          18

        
	
           

        	
           

        
	
          ARTICLE IV. COVENANTS

        	
          18

        
	
           

        	
          Section 4.1.

        	
           

        	
          Payment of Principal and Interest

        	
          18

        
	
           

        	
          Section 4.2.

        	
           

        	
          SEC Reports

        	
          18

        
	
           

        	
          Section 4.3.

        	
           

        	
          Compliance Certificate

        	
          19

        
	
           

        	
          Section 4.4.

        	
           

        	
          Stay, Extension and Usury Laws

        	
          19

        
	
           

        	
           

        
	
          ARTICLE V. SUCCESSORS

        	
          19

        
	
           

        	
          Section 5.1.

        	
           

        	
          When Company May Merge, Etc.

        	
          19

        
	
           

        	
          Section 5.2.

        	
           

        	
          Successor Corporation Substituted

        	
          20

        
	
           

        	
           

        
	
          ARTICLE VI. DEFAULTS AND REMEDIES

        	
          21

        
	
           

        	
          Section 6.1.

        	
           

        	
          Events of Default

        	
          21

        


   

  
    ii

    
      
 

  

   

  	
           

        	
          Section 6.2.

        	
           

        	
          Acceleration of Maturity; Rescission and Annulment

        	
          22

        
	
           

        	
          Section 6.3.

        	
           

        	
          Collection of Indebtedness and Suits for Enforcement by Trustee

        	
          23

        
	
           

        	
          Section 6.4.

        	
           

        	
          Trustee May File Proofs of Claim

        	
          24

        
	
           

        	
          Section 6.5.

        	
           

        	
          Trustee May Enforce Claims Without Possession of Securities

        	
          24

        
	
           

        	
          Section 6.6.

        	
           

        	
          Application of Money Collected

        	
          25

        
	
           

        	
          Section 6.7.

        	
           

        	
          Limitation on Suits

        	
          25

        
	
           

        	
          Section 6.8.

        	
           

        	
          Unconditional Right of Holders to Receive Principal and Interest

        	
          26

        
	
           

        	
          Section 6.9.

        	
           

        	
          Restoration of Rights and Remedies

        	
          26

        
	
           

        	
          Section 6.10.

        	
           

        	
          Rights and Remedies Cumulative

        	
          26

        
	
           

        	
          Section 6.11.

        	
           

        	
          Delay or Omission Not Waiver

        	
          26

        
	
           

        	
          Section 6.12.

        	
           

        	
          Control by Holders

        	
          26

        
	
           

        	
          Section 6.13.

        	
           

        	
          Waiver of Past Defaults

        	
          27

        
	
           

        	
          Section 6.14.

        	
           

        	
          Undertaking for Costs

        	
          27

        
	
           

        	
           

        
	
          ARTICLE VII. TRUSTEE

        	
          28

        
	
           

        	
          Section 7.1.

        	
           

        	
          Duties of Trustee

        	
          28

        
	
           

        	
          Section 7.2.

        	
           

        	
          Rights of Trustee

        	
          29

        
	
           

        	
          Section 7.3.

        	
           

        	
          Individual Rights of Trustee

        	
          31

        
	
           

        	
          Section 7.4.

        	
           

        	
          Trustee’s Disclaimer

        	
          31

        
	
           

        	
          Section 7.5.

        	
           

        	
          Notice of Defaults

        	
          31

        
	
           

        	
          Section 7.6.

        	
           

        	
          Reports by Trustee to Holders

        	
          31

        
	
           

        	
          Section 7.7.

        	
           

        	
          Compensation and Indemnity

        	
          32

        
	
           

        	
          Section 7.8.

        	
           

        	
          Replacement of Trustee

        	
          33

        
	
           

        	
          Section 7.9.

        	
           

        	
          Successor Trustee by Merger, Etc.

        	
          34

        
	
           

        	
          Section 7.10.

        	
           

        	
          Eligibility; Disqualification

        	
          34

        
	
           

        	
          Section 7.11.

        	
           

        	
          Preferential Collection of Claims Against Company

        	
          34

        
	
           

        	
           

        
	
          ARTICLE VIII. SATISFACTION AND DISCHARGE; DEFEASANCE

        	
          34

        
	
           

        	
          Section 8.1.

        	
           

        	
          Satisfaction and Discharge of Indenture

        	
          34

        
	
           

        	
          Section 8.2.

        	
           

        	
          Application of Trust Funds; Indemnification

        	
          35

        
	
           

        	
          Section 8.3.

        	
           

        	
          Legal Defeasance of Securities of any Series

        	
          36

        
	
           

        	
          Section 8.4.

        	
           

        	
          Covenant Defeasance

        	
          38

        
	
           

        	
          Section 8.5.

        	
           

        	
          Repayment to Company

        	
          39

        
	
           

        	
          Section 8.6.

        	
           

        	
          Reinstatement

        	
          39

        
	
           

        	
           

        
	
          ARTICLE IX. AMENDMENTS AND WAIVERS

        	
          39

        
	
           

        	
          Section 9.1.

        	
           

        	
          Without Consent of Holders

        	
          39

        
	
           

        	
          Section 9.2.

        	
           

        	
          With Consent of Holders

        	
          40

        
	
           

        	
          Section 9.3.

        	
           

        	
          Limitations

        	
          40

        
	
           

        	
          Section 9.4.

        	
           

        	
          Compliance with Trust Indenture Act

        	
          41

        
	
           

        	
          Section 9.5.

        	
           

        	
          Revocation and Effect of Consents

        	
          41

        
	
           

        	
          Section 9.6.

        	
           

        	
          Notation on or Exchange of Securities

        	
          42

        
	
           

        	
          Section 9.7.

        	
           

        	
          Trustee Protected

        	
          42

        
	
           

        	
           

        
	
          ARTICLE X. MISCELLANEOUS

        	
          42

        
	
           

        	
          Section 10.1.

        	
           

        	
          Trust Indenture Act Controls

        	
          42

        
	
           

        	
          Section 10.2.

        	
           

        	
          Notices

        	
          42

        


   

  
    iii

    
      
 

  

   

  	
           

        	
          Section 10.3.

        	
           

        	
          Communication by Holders with Other Holders

        	
          44

        
	
           

        	
          Section 10.4.

        	
           

        	
          Certificate and Opinion as to Conditions Precedent

        	
          44

        
	
           

        	
          Section 10.5.

        	
           

        	
          Statements Required in Certificate or Opinion

        	
          44

        
	
           

        	
          Section 10.6.

        	
           

        	
          Rules by Trustee and Agents

        	
          44

        
	
           

        	
          Section 10.7.

        	
           

        	
          Legal Holidays

        	
          45

        
	
           

        	
          Section 10.8.

        	
           

        	
          No Recourse Against Others

        	
          45

        
	
           

        	
          Section 10.9.

        	
           

        	
          Counterparts

        	
          45

        
	
           

        	
          Section 10.10.

        	
           

        	
          Governing Law; Waiver of Jury Trial; Consent to Jurisdiction

        	
          46

        
	
           

        	
          Section 10.11.

        	
           

        	
          No Adverse Interpretation of Other Agreements

        	
          46

        
	
           

        	
          Section 10.12.

        	
           

        	
          Successors

        	
          46

        
	
           

        	
          Section 10.13.

        	
           

        	
          Severability

        	
          46

        
	
           

        	
          Section 10.14.

        	
           

        	
          Table of Contents, Headings, Etc.

        	
          47

        
	
           

        	
          Section 10.15.

        	
           

        	
          Securities in a Foreign Currency

        	
          47

        
	
           

        	
          Section 10.16.

        	
           

        	
          Judgment Currency

        	
          47

        
	
           

        	
          Section 10.17.

        	
           

        	
          Force Majeure

        	
          48

        
	
           

        	
          Section 10.18.

        	
           

        	
          U.S.A. Patriot Act

        	
          48

        
	
           

        	
           

        
	
          ARTICLE XI. SINKING FUNDS

        	
          48

        
	
           

        	
          Section 11.1.

        	
           

        	
          Applicability of Article

        	
          48

        
	
           

        	
          Section 11.2.

        	
           

        	
          Satisfaction of Sinking Fund Payments with Securities

        	
          49

        
	
           

        	
          Section 11.3.

        	
           

        	
          Redemption of Securities for Sinking Fund

        	
          49

        
	
           

        	
           

        
	
          ARTICLE XII. GURANTEE

        	
          50

        
	
           

        	
          Section 12.1.

        	
           

        	
          Unconditional Guarantee

        	
          50

        
	
           

        	
          Section 12.2.

        	
           

        	
          Execution and Delivery of Notation of Guarantee

        	
          51

        
	
           

        	
          Section 12.3.

        	
           

        	
          Limitation on Guarantors’ Liability

        	
          51

        
	
           

        	
          Section 12.4.

        	
           

        	
          Release of Guarantors from Guarantee

        	
          51

        


   

  
    iv

    
      
 

  

   

  ESSEX PORTFOLIO, L.P.

   

  Reconciliation and tie between Trust Indenture Act of 1939 and

    Indenture, dated as of ____________, 20__

   

  	
          § 310(a)(1)

        	
           

        	
           

        	
           

        	
          7.10

        
	
          (a)(2)

        	
           

        	
           

        	
           

        	
          7.10

        
	
          (a)(3)

        	
           

        	
           

        	
           

        	
          Not Applicable

        
	
          (a)(4)

        	
           

        	
           

        	
           

        	
          Not Applicable

        
	
          (a)(5)

        	
           

        	
           

        	
           

        	
          7.10

        
	
          (b)

        	
           

        	
           

        	
           

        	
          7.10

        
	
          § 311(a)

        	
           

        	
           

        	
           

        	
          7.11

        
	
          (b)

        	
           

        	
           

        	
           

        	
          7.11

        
	
          (c)

        	
           

        	
           

        	
           

        	
          Not Applicable

        
	
          § 312(a)

        	
           

        	
           

        	
           

        	
          2.6

        
	
          (b)

        	
           

        	
           

        	
           

        	
          10.3

        
	
          (c)

        	
           

        	
           

        	
           

        	
          10.3

        
	
          § 313(a)

        	
           

        	
           

        	
           

        	
          7.6

        
	
          (b)(1)

        	
           

        	
           

        	
           

        	
          7.6

        
	
          (b)(2)

        	
           

        	
           

        	
           

        	
          7.6

        
	
          (c)(1)

        	
           

        	
           

        	
           

        	
          7.6

        
	
          (d)

        	
           

        	
           

        	
           

        	
          7.6

        
	
          § 314(a)

        	
           

        	
           

        	
           

        	
          4.2, 10.5

        
	
          (b)

        	
           

        	
           

        	
           

        	
          Not Applicable

        
	
          (c)(1)

        	
           

        	
           

        	
           

        	
          10.4

        
	
          (c)(2)

        	
           

        	
           

        	
           

        	
          10.4

        
	
          (c)(3)

        	
           

        	
           

        	
           

        	
          Not Applicable

        
	
          (d)

        	
           

        	
           

        	
           

        	
          Not Applicable

        
	
          (e)

        	
           

        	
           

        	
           

        	
          10.5

        
	
          (f)

        	
           

        	
           

        	
           

        	
          Not Applicable

        
	
          § 315(a)

        	
           

        	
           

        	
           

        	
          7.1

        
	
          (b)

        	
           

        	
           

        	
           

        	
          7.5

        
	
          (c)

        	
           

        	
           

        	
           

        	
          7.1

        
	
          (d)

        	
           

        	
           

        	
           

        	
          7.1

        
	
          (e)

        	
           

        	
           

        	
           

        	
          6.14

        
	
          § 316(a)

        	
           

        	
           

        	
           

        	
          2.10

        
	
          (a)(1)(A)

        	
           

        	
           

        	
           

        	
          6.12

        
	
          (a)(1)(B)

        	
           

        	
           

        	
           

        	
          6.13

        
	
          (b)

        	
           

        	
           

        	
           

        	
          6.8

        
	
          § 317(a)(1)

        	
           

        	
           

        	
           

        	
          6.3

        
	
          (a)(2)

        	
           

        	
           

        	
           

        	
          6.4

        
	
          (b)

        	
           

        	
           

        	
           

        	
          2.5

        
	
          § 318(a)

        	
           

        	
           

        	
           

        	
          10.1

        


   

  
     

  

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

   

  
    v

    
      
 

  

   

  Indenture dated as of __________, 20__ among Essex Portfolio, L.P., a California limited partnership (the “Company”), Essex Property Trust,
    Inc., a Maryland corporation (in its capacity as the sole general partner of the Company, the “General Partner”), and U.S. Bank National Association, as trustee hereunder (the “Trustee”).

   

  Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the
    Securities issued under this Indenture.

   

  ARTICLE I.

      DEFINITIONS AND INCORPORATION BY REFERENCE

   

  Section 1.1.     Definitions.

   

  “Additional Amounts” means any additional amounts which are required hereby or by any Security, under circumstances
    specified herein or therein, to be paid by the Company in respect of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.

   

  “Affiliate” of any specified person means any other person directly or indirectly controlling or controlled by or
    under common control with such specified person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean the
    possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement or otherwise.

   

  “Agent” means any Registrar, Paying Agent or Notice Agent.

   

  “Board of Directors” means the board of directors of the General Partner or any duly authorized committee thereof.

   

  “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the General
    Partner to have been adopted by the Board of Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and delivered to the Trustee.

   

  “Business Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York, New York (or in
    connection with any payment, the place of payment) on which banking institutions are authorized or required by law, regulation or executive order to close.

   

  “Capital Stock” means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business
    entity, any and all shares, interests, participations, rights or other equivalents (however designated and whether or not voting) of corporate stock, including each class of common stock and preferred stock of such person; and (c) in the case of a
    partnership or limited liability company, partnership or membership interests (whether general or limited).

   

  “Company” means the party named as such above until a successor replaces it and thereafter means the successor.

   

  
     

    
      
 

  

   

  “Company Order” means a written order signed in the name of the Company by an officer of the General Partner.

   

  “Corporate Trust Office” means the designated office of the Trustee at which at any particular time its corporate
    trust business related to this Indenture shall be administered, which office at the date of the Indenture is located at the address set forth in Section 10.2, or such other address as the Trustee may designate from time to time by notice to the Holders
    and the Company or the designated corporate trust office of any successor trustee (or such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).

   

  “CUSIP” means the Committee on Uniform Security Identification Procedures and will be used pursuant to Section 2.15.

   

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

   

  “Depositary” means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of
    one or more Global Securities, the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such person, “Depositary” as
    used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series.

   

  “Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be
    due and payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2.

   

  “Dollars” and “$” means the currency of The United States of America.

   

  “Exchange Act” means the Securities Exchange Act of 1934, as amended.

   

  “Foreign Currency” means any currency or currency unit issued by a government other than the government of the United
    States of America, including the Euro.

   

  “Foreign Government Obligations” means, with respect to Securities of any Series that are denominated in a Foreign
    Currency, direct obligations of, or obligations guaranteed by, the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged and which are not callable or redeemable at the
    option of the issuer thereof.

   

  “GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions
    and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been
    approved by a significant segment of the accounting profession, which are in effect as of the date of determination.

   

  
    2

    
      
 

  

   

  “General Partner” means the corporation named as the “General Partner” in the first paragraph of this
    Indenture, and, subject to the provisions of Article V, shall include its successors and assigns.

   

  “Global Security” or “Global Securities” means a Security or Securities, as the case may be, in the form
    established pursuant to Section 2.2 evidencing all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of such Depositary or nominee.

   

  “Guarantor” means each person that executes this Indenture or a supplemental indenture hereto as a guarantor and its
    respective successors and assigns, in each case until the Guarantee of such person has been released in accordance with the provisions of this Indenture; provided, however, that such person shall be a Guarantor only with respect to a Series of
    Securities for which such person has executed a Notation of Guarantee with respect to such Series.

   

  “Holder” or “Securityholder” means a person in whose name a Security
    is registered.

   

  “Indenture” means this Indenture as amended or supplemented from time to time and shall include the form and terms of
    particular Series of Securities established as contemplated hereunder.

   

  “interest” with respect to any Discount Security which by its terms bears interest only after Maturity, means interest
    payable after Maturity.

   

  “Maturity,” when used with respect to any Security, means the date on which the principal of such Security becomes due
    and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

   

  “Notation of Guarantee” means a notation, substantially in the form of Exhibit A, executed by a Guarantor and affixed
    to each Security of any Series to which the Guarantee of such Guarantor under Article XII of this Indenture applies.

   

  “Officer” means the Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer,
    the Treasurer or any Assistant Treasurer, the Secretary or any Assistant Secretary, and any Vice President (whether or not designated by a number or numbers or word or words added before or after the title “Vice President”) of the General Partner or
    the Company.

   

  “Officer’s Certificate” means a certificate signed by any Officer of the Company or the General Partner, as
    applicable.

   

  “Opinion of Counsel” means a written opinion of legal counsel who is acceptable to the Trustee. The counsel may be an
    employee of or counsel to the Company. The opinion may contain customary limitations, conditions and exceptions.

   

  
    3

    
      
 

  

   

  “person” means any individual, corporation, partnership, joint venture, association, limited liability company,
    joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

   

  “principal” of a Security means the principal of the Security plus, when appropriate, the premium, if any, on, and any
    Additional Amounts in respect of, the Security.

   

  “Responsible Officer” means any officer of the Trustee in its Corporate Trust Office (or any successor group of the
    Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of such officers having responsibility for administration of this Indenture and also means, with respect to a particular corporate trust
    matter, any other officer to whom any corporate trust matter relating to this Indenture is referred because of his or her knowledge of and familiarity with a particular subject and who, in each case, shall have direct responsibility for the
    administration of this Indenture.

   

  “SEC” means the Securities and Exchange Commission.

   

  “Securities” means the debentures, notes or other debt instruments of the Company of any Series authenticated and
    delivered under this Indenture; provided, however, that, if at any time there is more than one person acting as Trustee under this Indenture, “Securities” with respect to any such person shall mean Securities authenticated and delivered under this
    Indenture, exclusive, however, of Securities of any Series as to which such person is not Trustee.

   

  “Series” or “Series of Securities” means each series of debentures,
    notes or other debt instruments of the Company created pursuant to Sections 2.1 and 2.2 hereof.

   

  “Stated Maturity” when used with respect to any Security, means the date specified in such Security as the fixed date
    on which the principal of such Security or interest is due and payable.

   

  “Subsidiary” of any specified person means any corporation, association or other business entity of which more than
    50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by
    such person or one or more of the other Subsidiaries of that person or a combination thereof.

   

  “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture;
    provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such amendment, the Trust Indenture Act as so amended.

   

  “Trustee” means the person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee
    shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each person who is then a Trustee hereunder, and if at any time there is more than one such person, “Trustee” as used with
    respect to the Securities of any Series shall mean the Trustee with respect to Securities of that Series.

   

  
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  “U.S. Government Obligations” means securities which are direct obligations of, or guaranteed by, The United States of
    America for the payment of which its full faith and credit is pledged and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect
    to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depositary receipt, provided that (except as required by
    law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depositary receipt.

   

  Section 1.2.    Other Definitions.

   

  	
          TERM

        	
          DEFINED IN 

            SECTION

        
	
           

        	
           

        
	
          “Bankruptcy Law”

        	
          6.1

        
	
          “Custodian”

        	
          6.1

        
	
          “Event of Default”

        	
          6.1

        
	
          “Guarantee”

        	
          12.1(b)

        
	
          “Judgment Currency”

        	
          10.16

        
	
          “Legal Holiday”

        	
          10.7

        
	
          “mandatory sinking fund payment”

        	
          11.1

        
	
          “New York Banking Day”

        	
          10.16

        
	
          “Notice Agent”

        	
          2.4

        
	
          “optional sinking fund payment”

        	
          11.1

        
	
          “Paying Agent”

        	
          2.4

        
	
          “Registrar”

        	
          2.4

        
	
          “Required Currency”

        	
          10.16

        
	
          “Specified Courts”

        	
          10.10

        
	
          “successor person”

        	
          5.1

        


   

  Section 1.3.    Incorporation by Reference of Trust Indenture Act.

   

  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of
    this Indenture. The following TIA terms used in this Indenture have the following meanings:

   

  “Commission” means the SEC.

   

  “indenture securities” means the Securities.

   

  “indenture security holder” means a Securityholder.

   

  “indenture to be qualified” means this Indenture.

   

  “indenture trustee” or “institutional trustee” means the Trustee.

   

  
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  “obligor” on the indenture securities means the Company and any successor obligor upon the Securities.

   

  All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by
    SEC rule under the TIA and not otherwise defined herein are used herein as so defined.

   

  Section 1.4.    Rules of Construction.

   

  Unless the context otherwise requires:

   

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

   

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

   

  (c)       “or” is not exclusive;

   

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

   

  (e)       provisions apply to successive events and transactions.

   

  ARTICLE II.

    THE SECURITIES

   

  Section 2.1.    Issuable in Series.

   

  The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited. The
    Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined in the manner provided in a Board Resolution, a supplemental indenture or an Officer’s Certificate detailing the
    adoption of the terms thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time, the Board Resolution, Officer’s Certificate or supplemental indenture detailing the adoption of
    the terms thereof pursuant to authority granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date or date from which interest shall accrue) are to be determined. Securities
    may differ between Series in respect of any matters, provided that all Series of Securities shall be equally and ratably entitled to the benefits of the Indenture.

   

  Section 2.2.    Establishment of Terms of Series of Securities.

   

  At or prior to the issuance of any Securities within a Series, the following shall be established (as to the Series
    generally, in the case of Subsection 2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.23) by or pursuant to a Board Resolution, and set forth or determined in the manner
    provided in a Board Resolution, supplemental indenture hereto or Officer’s Certificate:

   

  
    6

    
      
 

  

   

  2.2.1.        the title (which shall distinguish the Securities of that particular Series from the Securities of any other
    Series) and ranking (including the terms of any subordination provisions) of the Series;

   

  2.2.2.        the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the
    Series will be issued;

   

  2.2.3.        any limit upon the aggregate principal amount of the Securities of the Series which may be authenticated and
    delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the Series pursuant to Section 2.7, 2.8, 2.11, 3.6 or 9.6);

   

  2.2.4.        the date or dates on which the principal of the Securities of the Series is payable;

   

  2.2.5.        the rate or rates (which may be fixed or variable) per annum or, if applicable, the method used to determine
    such rate or rates (including, but not limited to, any commodity, commodity index, stock exchange index or financial index) at which the Securities of the Series shall bear interest, if any, the date or dates from which such interest, if any, shall
    accrue, the date or dates on which such interest, if any, shall commence and be payable and any regular record date for the interest payable on any interest payment date;

   

  2.2.6.        the place or places where the principal of and interest, if any, on the Securities of the Series shall be
    payable, where the Securities of such Series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be delivered, and the
    method of such payment, if by wire transfer, mail or other means;

   

  2.2.7.        if applicable, the period or periods within which, the price or prices at which and the terms and conditions
    upon which the Securities of the Series may be redeemed, in whole or in part, at the option of the Company;

   

  2.2.8.        the obligation, if any, of the Company to redeem or purchase the Securities of the Series pursuant to any
    sinking fund or analogous provisions or at the option of a Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of the Series shall be redeemed or purchased, in whole or
    in part, pursuant to such obligation;

   

  2.2.9.        the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased
    by the Company at the option of the Holders thereof and other detailed terms and provisions of such repurchase obligations;

   

  2.2.10.      if other than minimum denominations of $1,000 and any integral multiple thereof, the denominations in which the
    Securities of the Series shall be issuable;

   

  2.2.11.      the forms of the Securities of the Series and whether the Securities will be issuable as Global Securities;

   

  
    7

    
      
 

  

   

  2.2.12.      if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series
    that shall be payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2;

   

  2.2.13.      the currency of denomination of the Securities of the Series, which may be Dollars or any Foreign Currency, and
    if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;

   

  2.2.14.      the designation of the currency, currencies or currency units in which payment of the principal of and interest,
    if any, on the Securities of the Series will be made;

   

  2.2.15.      if payments of principal of or interest, if any, on the Securities of the Series are to be made in one or more
    currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be determined;

   

  2.2.16.      the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series
    will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;

   

  2.2.17.      the provisions, if any, relating to any security provided for the Securities of the Series or the Guarantees;

   

  2.2.18.      any addition to, deletion of or change in the Events of Default which applies to any Securities of the Series
    and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 6.2;

   

  2.2.19.      any addition to, deletion of or change in the covenants set forth in Articles IV or V which applies to
    Securities of the Series;

   

  2.2.20.      any Depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with
    respect to Securities of such Series if other than those appointed herein;

   

  2.2.21.      the provisions, if any, relating to conversion or exchange of any Securities of such Series, including if
    applicable, the conversion or exchange price, the conversion or exchange period, provisions as to whether conversion or exchange will be mandatory, at the option of the Holders thereof or at the option of the Company, the events requiring an adjustment
    of the conversion price or exchange price and provisions affecting conversion or exchange if such Series of Securities are redeemed;

   

  2.2.22.      any other terms of the Series (which may supplement, modify or delete any provision of this Indenture insofar as
    it applies to such Series), including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of Securities of that Series; and

   

  
    8

    
      
 

  

   

  2.2.23.      whether the Securities of such Series are entitled to the benefits of the Guarantee of any Guarantor pursuant to this Indenture, whether
    any such Guarantee shall be made on a senior or subordinated basis and, if applicable, a description of the subordination terms of any such Guarantee.

   

  All Securities of any one Series need not be issued at the same time and may be issued from time to time, consistent with the
    terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture hereto or Officer’s Certificate referred to above.

   

  Section 2.3.     Execution and Authentication.

   

  Any Officer shall sign the Securities for the Company by manual, facsimile or other electronic signature.

   

  If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the
    Security shall nevertheless be valid.

   

  A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. The
    signature shall be conclusive evidence that the Security has been authenticated under this Indenture.

   

  The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount
    provided in the Board Resolution, supplemental indenture hereto or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication.

   

  The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum
    principal amount for such Series set forth in the Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided in Section 2.8.

   

  Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2) shall be
    fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of Securities within that Series and the terms of the Securities of that Series or
    of Securities within that Series, (b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4.

   

  The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee,
    being advised by counsel, determines that such action may not be taken lawfully; or (b) if the Trustee in good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of
    Securities.

   

  The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent
    may authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as the Trustee would have if it were
    performing the duties that the authenticating agent was validly appointed to undertake.

   

  
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  Section 2.4.     Registrar and Paying Agent.

   

  The Company shall maintain, with respect to each Series of Securities, at the place or places specified with respect to such
    Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer or exchange (“Registrar”)

    and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be delivered (“Notice Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their
    transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or address, of each Registrar, Paying Agent or Notice Agent. If at any time the Company shall fail to maintain any
    such required Registrar, Paying Agent or Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and
    the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands; provided, however, that any appointment of the Trustee as the Notice Agent shall exclude the appointment of the
    Trustee or any office of the Trustee as an agent to receive the service of legal process on the Company.

   

  The Company may also from time to time designate one or more co-registrars, additional paying agents or additional notice
    agents and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations to maintain a Registrar, Paying Agent and Notice Agent in
    each place so specified pursuant to Section 2.2 for Securities of any Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the name or address of any such
    co-registrar, additional paying agent or additional notice agent. The term “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the term “Notice Agent” includes any additional
    notice agent. The Company or any of its Affiliates may serve as Registrar or Paying Agent.

   

  The Company hereby appoints the Trustee the initial Registrar, Paying Agent and Notice Agent for each Series unless another
    Registrar, Paying Agent or Notice Agent, as the case may be, is appointed prior to the time Securities of that Series are first issued.

   

  Section 2.5.     Paying Agent to Hold Money in Trust.

   

  The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in
    trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee in writing of any default by
    the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee.
    Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold
    in a separate trust fund for the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. Upon any bankruptcy, reorganization or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent
    for the Securities.

   

  
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  Section 2.6.     Securityholder Lists.

   

  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the
    names and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA § 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at
    such other times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names and addresses of Securityholders of each Series of Securities.

   

  Section 2.7.     Transfer and Exchange.

   

  Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer or to
    exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the
    Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to
    cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges pursuant to Section 2.11, 3.6 or 9.6).

   

  Neither the Company nor the Registrar shall be required (a) to issue, register the transfer of, or exchange Securities of any
    Series for the period beginning at the opening of business 15 days immediately preceding the sending of a notice of redemption of Securities of that Series selected for redemption and ending at the close of business on the day such notice is sent, or
    (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or being called for redemption in part.

   

  The Registrar will be entitled to conclusively rely upon the Company’s instruction in connection with effecting such
    registration of transfer or exchange and will have no liability in respect of such registration of transfer or exchange.

   

  Section 2.8.     Mutilated, Destroyed, Lost and Stolen Securities.

   

  If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and
    deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

   

  If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or
    theft of any Security and (b) such security or indemnity bond as may be required by each of them to hold itself and any of its agents harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona
    fide purchaser, the Company shall execute and upon receipt of a Company Order the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series and of like tenor
    and principal amount and bearing a number not contemporaneously outstanding.

   

  
    11

    
      
 

  

   

  In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company
    in its discretion may, instead of issuing a new Security, pay such Security.

   

  Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover
    any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

   

  Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall
    constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and
    proportionately with any and all other Securities of that Series duly issued hereunder.

   

  The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with
    respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

   

  Section 2.9.    Outstanding Securities.

   

  The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled by it,
    those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this Section as not outstanding.

   

  If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory
    to it that the replaced Security is held by a bona fide purchaser.

   

  If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of the Company) holds on the
    Maturity of Securities of a Series money sufficient to pay such Securities payable on that date as provided in this Indenture, then on and after that date such Securities of the Series cease to be outstanding and interest on them ceases to accrue.

   

  The Company may purchase or otherwise acquire the Securities, whether by open market purchases, negotiated transactions or
    otherwise. A Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security (but see Section 2.10 below).

   

  In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request,
    demand, authorization, direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of
    the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2.

   

  
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  Section 2.10.  Treasury Securities.

   

  In determining whether the Holders of the required principal amount of Securities of a Series have concurred in any request,
    demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company or any Affiliate of the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying
    on any such request, demand, authorization, direction, notice, consent or waiver only Securities of a Series that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded.

   

  Section 2.11.  Temporary Securities.

   

  Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary
    Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall
    prepare and the Trustee upon receipt of a Company Order shall authenticate definitive Securities of the same Series and date of maturity in exchange for temporary Securities. Until so exchanged, temporary securities shall have the same rights under
    this Indenture as the definitive Securities.

   

  Section 2.12.  Cancellation.

   

  The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall
    forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy such
    canceled Securities (subject to the record retention requirements of the Exchange Act and the Trustee) and deliver a certificate of such cancellation to the Company upon written request of the Company. The Company may not issue new Securities to
    replace Securities that it has paid or delivered to the Trustee for cancellation.

   

  Section 2.13.  Defaulted Interest.

   

  If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest, plus, to the
    extent permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix the record date and payment date. At least ten days before the
    special record date, the Company shall send to the Trustee and to each Securityholder of the Series a notice that states the special record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any
    other lawful manner.

   

  
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  Section 2.14.  Global Securities.

   

  2.14.1.      Terms of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate
    shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security or Securities.

   

  2.14.2.      Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7 of the
    Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (a) such
    Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails
    to appoint a successor Depositary registered as a clearing agency under the Exchange Act within 90 days of such event or (b) the Company executes and delivers to the Trustee an Officer’s Certificate to the effect that such Global Security shall be so
    exchangeable. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal
    amount of the Global Security with like tenor and terms.

   

  Except as provided in this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depositary with
    respect to such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a
    successor Depositary.

   

  The Trustee will have no obligation or duty to monitor, determine or inquire as to compliance with any transfer restrictions
    imposed under this Indenture or applicable law with respect to any Security, other than to require the delivery of such certificates or other documentation or evidence as expressly required by this Indenture and to examine the same to determine
    substantial compliance as to form with the requirements of this Indenture.

   

  2.14.3.      Legends. Any Global Security issued hereunder shall bear a legend in substantially the following form:

   

  “THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
    OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE
    TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY, BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
    SUCH A SUCCESSOR DEPOSITARY.”

   

  
    14

    
      
 

  

   

  In addition, so long as the Depository Trust Company (“DTC”) is the Depositary, each Global Note registered in the name of
    DTC or its nominee shall bear a legend in substantially the following form:

   

  “UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
    (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
    IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
    & CO., HAS AN INTEREST HEREIN.”

   

  Neither the Trustee nor any Agent will have any responsibility for any action taken or not taken by the Depositary.

   

  The Trustee and the Paying Agent will have no responsibility or obligation to any beneficial owner of a Global Note or a
    Depositary Participant or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof with respect to any ownership interest in the Notes or with respect to the delivery to any
    participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any Redemption Notice) or the payment of any amount, under or with respect to such Notes. The rights of beneficial owners in any Global Note will
    be exercised only through the Depositary subject to the Depositary Procedures. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, participants and any beneficial
    owners.

   

  2.14.4.      Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to
    give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture.

   

  2.14.5.      Payments. Notwithstanding the other provisions of this Indenture, unless otherwise specified as
    contemplated by Section 2.2, payment of the principal of and interest, if any, on any Global Security shall be made to the Holder thereof.

   

  2.14.6.      Consents, Declaration and Directions. The Company, the Trustee and any Agent shall treat a person as the
    Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary or by the applicable procedures of the Depositary with respect to such Global
    Security, for purposes of obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture.

   

  
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  Section 2.15.  CUSIP Numbers.

   

  The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
    “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made by the Trustee as to the correctness or accuracy of such numbers either as printed on the Securities or
    as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

   

  ARTICLE III.

    REDEMPTION

   

  Section 3.1.    Notice to Trustee.

   

  The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of Securities or
    may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or is
    obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee in writing of the redemption date and the principal amount of the Series of
    Securities to be redeemed. The Company shall give such notice to the Trustee at least 15 days before the redemption date, unless a shorter period is satisfactory to the Trustee.

   

  Section 3.2.    Selection of Securities to be Redeemed.

   

  Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental indenture hereto or an Officer’s
    Certificate, if less than all the Securities of a Series are to be redeemed, the Securities of the Series to be redeemed will be selected as follows: (a) if the Securities are in the form of Global Securities, in accordance with the applicable
    procedures of the Depositary; (b) if the Securities are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed; or (c) if not otherwise
    provided for under clause (a) or (b), in the manner that the Trustee deems fair and appropriate, including by lot or other method, unless otherwise required by law or applicable stock exchange requirements, subject, in the case of Global Securities, to
    the applicable rules and procedures of the Depositary. The Securities to be redeemed shall be selected from Securities of the Series outstanding not previously called for redemption. Portions of the principal of Securities of the Series that have
    denominations larger than $1,000 may be selected for redemption. Securities of the Series and portions of them it selected for redemption shall be in amounts of $1,000 or whole multiples of $1,000 thereof or, with respect to Securities of any Series
    issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination for each Series and the authorized integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also
    apply to portions of Securities of that Series called for redemption.

   

  
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  Section 3.3.    Notice of Redemption.

   

  Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an Officer’s
    Certificate, at least 15 days but not more than 60 days before a redemption date, the Company shall send or cause to be sent by first-class mail or electronically, in accordance with the applicable procedures of the Depositary, a notice of redemption
    to each Holder whose Securities are to be redeemed.

   

  The notice shall identify the Securities of the Series to be redeemed and shall state:

   

  (a)          the redemption date;

   

  (b)         the redemption price;

   

  (c)          the name and address of the Paying Agent;

   

  (d)         if any Securities are being redeemed in part, the portion of the principal amount of such
    Securities to be redeemed and that, after the redemption date and upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion of the original Security shall be issued in the name of the Holder
    thereof upon cancellation of the original Security;

   

  (e)          that Securities of the Series called for redemption must be surrendered to the Paying Agent to
    collect the redemption price;

   

  (f)          that interest on Securities of the Series called for redemption ceases to accrue on and after the
    redemption date;

   

  (g)         the CUSIP number, if any; and

   

  (h)         any other information as may be required by the terms of the particular Series or the Securities
    of a Series being redeemed.

   

  At the Company’s written request, the Trustee shall give the notice of redemption in the Company’s name and at its expense,
    provided, however, that the Company has delivered to the Trustee, at least five days (unless a shorter time shall be acceptable to the Trustee) prior to the notice date, an Officer’s Certificate requesting that the Trustee give such notice and setting
    forth the information to be stated in such notice.

   

  Section 3.4.    Effect of Notice of Redemption.

   

  Once notice of redemption is sent as provided in Section 3.3, Securities of a Series called for redemption become due and
    payable on the redemption date and at the redemption price. Except as otherwise provided in the supplemental indenture, Board Resolution or Officer’s Certificate for a Series, a notice of redemption may not be conditional. Upon surrender to the Paying
    Agent, such Securities shall be paid at the redemption price plus accrued interest, if any, to the redemption date.

   

  
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  Section 3.5.    Deposit of Redemption Price.

   

  On or before 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying Agent money
    sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.

   

  Section 3.6.    Securities Redeemed in Part.

   

  Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security of the
    same Series and the same Maturity equal in principal amount to the unredeemed portion of the Security surrendered.

   

  ARTICLE IV.

    COVENANTS

   

  Section 4.1.    Payment of Principal and Interest.

   

  The Company covenants and agrees for the benefit of the Holders of each Series of Securities that it shall duly and
    punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. On or before 11:00 a.m., New York City time, on the applicable payment date, the Company shall
    deposit with the Paying Agent money sufficient to pay the principal of and interest, if any, on the Securities of each Series in accordance with the terms of such Securities and this Indenture.

   

  Section 4.2.    SEC Reports.

   

  The General Partner shall, so long as any Securities are outstanding, deliver to the Trustee within 15 days after it files
    them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the General Partner is required to file
    with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company and the General Partner also shall comply with the other provisions of TIA § 314(a). Reports, information and documents filed with the SEC via the EDGAR system will be deemed
    to be delivered to the Trustee as of the time of such filing via EDGAR for purposes of this Section 4.2.

   

  Delivery of reports, information and documents to the Trustee under this Section 4.2 is for informational purposes only and
    the Trustee’s receipt of the foregoing shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the covenants hereunder
    (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). All such reports, information or documents referred to in this Section 4.2 that the Company files with the SEC via the SEC’s EDGAR system shall be deemed to be filed
    with the Trustee and transmitted to Holders at the time such reports, information or documents are filed via the EDGAR system (or any successor system). The Trustee will have no obligation whatsoever to monitor or confirm, on a continuing basis or
    otherwise, the Company’s compliance with its covenants under this Indenture or with respect to any reports or other documents filed with the SEC via the EDGAR system (or any successor thereto) or any other website, or to participate in any conference
    calls.

   

  
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  Section 4.3.    Compliance Certificate.

   

  The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall, so long as any
    Securities are outstanding, deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an Officer’s Certificate stating that a review of the activities of the Guarantor, the Company and its Subsidiaries during the
    preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company and any Guarantor has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as
    to such Officer signing such certificate, that to the best of his/her knowledge the Company and any Guarantor has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or
    observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge).

   

  Section 4.4.    Stay, Extension and Usury Laws.

   

  The Company and the Guarantors covenant (to the extent that they may lawfully do so) that they will not at any time insist
    upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the
    Securities; and the Company and the Guarantors (to the extent they may lawfully do so) hereby expressly waive all benefit or advantage of any such law and covenant that they will not, by resort to any such law, hinder, delay or impede the execution of
    any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

   

  ARTICLE V.

    SUCCESSORS

   

  Section 5.1.    When Company May Merge, Etc.

   

  The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all of its
    properties and assets to, any person (a “successor person”) unless:

   

  (a)       the Company is the surviving entity or the successor person (if other than the Company) is a corporation, partnership, trust
    or other entity organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture;

   

  (b)       immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing;
    and

   

  (c)       if the Company is not the successor person, then each Guarantor, unless it has become the successor person, shall confirm
    that its Guarantee shall continue to apply to the obligations under the Securities and this Indenture to the same extent as prior to such merger, conveyance, transfer or lease, as applicable.

   

  
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  The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officer’s Certificate to
    the foregoing effect and an Opinion of Counsel stating that the proposed transaction and any supplemental indenture comply with this Indenture.

   

  Notwithstanding the above, any Subsidiary of the Company may consolidate with, merge into or transfer all or part of its
    properties to the Company. Neither an Officer’s Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith.

   

  Section 5.2.    Successor Corporation Substituted.

   

  Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or substantially all of the
    assets of the Company in accordance with Section 5.1, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made shall succeed to, and be
    substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in the
    case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under this Indenture and the Securities.

   

  Section 5.3.    General Partner May Consolidate on Certain Terms.

   

  Nothing contained in this Indenture or in the Securities shall prevent any consolidation or merger of the General Partner with or into any other
    person or persons (whether or not affiliated with the General Partner), or successive consolidations or mergers in which either the General Partner will be the continuing entity or the General Partner or its successor or successors shall be a party or
    parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of the General Partner, to any other person (whether or not affiliated with the General Partner); provided, however, that the following
    conditions are met:

   

  (a)       the General Partner shall be the continuing entity, or the successor entity (if other than the General Partner) formed by or
    resulting from any consolidation or merger or which shall have received the transfer of assets shall expressly assume the obligations of the General Partner under the Guarantee and the due and punctual performance and observance of all of the covenants
    and conditions in this Indenture;

   

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

   

  (c)       either the General Partner or the successor person, in either case, shall have delivered to the Trustee an Officer’s
    Certificate of the General Partner and Opinion of Counsel, stating that such consolidation, sale, merger, conveyance, transfer or lease and such supplemental indenture comply with this Section 5.3 and that all conditions precedent herein provided for
    relating to such transaction have been complied with.

   

  
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  Section 5.4.    General Partner Successor to Be Substituted.

   

  Upon any consolidation or merger or any sale, conveyance, transfer or lease of all or substantially all of the properties and
    assets of the General Partner to any person in accordance with Section 5.3, the successor person formed by such consolidation or into which the General Partner is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and
    be substituted for, and may exercise every right and power of, the General Partner under this Indenture with the same effect as if such successor person had been named as the General Partner herein, and thereafter, the predecessor person shall be
    released from all obligations and covenants under this Indenture; provided, however, that the predecessor General Partner shall not be relieved from the obligation, if any, to guarantee the payment of the principal of and interest on the Securities
    except in the case of a sale of all or substantially all of the General Partner’s assets in a transaction that is subject to, and that complies with the provisions of, Section 5.3 hereof.

   

  ARTICLE VI.

    DEFAULTS AND REMEDIES

   

  Section 6.1.    Events of Default.

   

  “Event of Default,” wherever used herein with respect to Securities of any Series, means any one of the following
    events, unless in the establishing Board Resolution, supplemental indenture or Officer’s Certificate, it is provided that such Series shall not have the benefit of said Event of Default:

   

  (a)         default in the payment of any interest on any Security of that Series when it becomes due and
    payable, and continuance of such default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to 11:00 a.m., New York City time, on the 30th day of such period); or

   

  (b)         default in the payment of principal of any Security of that Series at its Maturity; or

   

  (c)         default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than defaults
    pursuant to paragraph (a) or (b) above or pursuant to a covenant or warranty that has been included in this Indenture solely for the benefit of a Series of Securities other than that Series), which default continues uncured for a period of 60 days
    after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of not less than a majority in principal amount of the outstanding Securities of that Series a written notice
    specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

   

  (d)         the Company or any Guarantor pursuant to or within the meaning of any Bankruptcy Law:

   

  (i)        commences a voluntary case,

   

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

   

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

   

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

   

  (v)       generally is unable to pay its debts as the same become due; or

   

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

   

  (i)        is for relief against the Company or any Guarantor in an involuntary case,

   

  (ii)       appoints a Custodian of the Company or any Guarantor or for all or substantially all of its property, or

   

  (iii)      orders the liquidation of the Company or any Guarantor,

   

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

   

  (f)          any other Event of Default provided with respect to Securities of that Series, which is specified
    in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate, in accordance with Section 2.2.18.

   

  The term “Bankruptcy Law” means title 11, U.S. Code or any similar federal or state law for the relief of debtors. The
    term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

   

  The Company will provide the Trustee written notice of any Default or Event of Default within 30 days of becoming aware of
    the occurrence of such Default or Event of Default, which notice will describe in reasonable detail the status of such Default or Event of Default and what action the Company is taking or proposes to take in respect thereof.

   

  Section 6.2.     Acceleration of Maturity; Rescission and Annulment.

   

  If an Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing (other than
    an Event of Default referred to in Section 6.1(d) or (e)) then in every such case the Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series may declare the principal amount (or, if any Securities
    of that Series are Discount Securities, such portion of the principal amount as may be specified in the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and payable immediately, by
    a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event of
    Default specified in Section 6.1(d) or (e) shall occur, the principal amount (or specified amount) of and accrued and unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due and payable without any
    declaration or other act on the part of the Trustee or any Holder.

   

  
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  At any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree
    for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may
    rescind and annul such declaration and its consequences, including any related payment default that resulted from such acceleration, if all Events of Default with respect to Securities of that Series, other than the non-payment of the principal and
    interest, if any, of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13.

   

  No such rescission shall affect any subsequent Default or impair any right consequent thereon.

   

  Section 6.3.    Collection of Indebtedness and Suits for Enforcement by
      Trustee.

   

  The Company covenants that if:

   

  (a)       default is made in the payment of any interest on any Security when such interest becomes due and
    payable and such default continues for a period of 30 days, or

   

  (b)       default is made in the payment of principal of any Security at the Maturity thereof, or

   

  (c)       default is made in the deposit of any sinking fund payment when and as due by the terms of a
    Security,

   

  then, the Company and the Guarantors shall, upon demand of the Trustee, pay to it, for the benefit of the Holders of such
    Securities, the whole amount then due and payable on such Securities for principal and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any overdue interest at the rate or
    rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
    Trustee, its agents and counsel.

   

  If the Company or the Guarantors fail to pay such amounts forthwith upon such demand, the Trustee, in its own name and as
    trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, any Guarantor or any other
    obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of the property of the Company, any Guarantor or any other obligor upon such Securities, wherever situated.

   

  If an Event of Default with respect to any Securities of any Series occurs and is continuing, the Trustee may in its
    discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the
    specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

   

  
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  Section 6.4.    Trustee May File Proofs of Claim.

   

  In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
    composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
    shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by
    intervention in such proceeding or otherwise,

   

  (a)       to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect
    of the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
    agents and counsel) and of the Holders allowed in such judicial proceeding, and

   

  (b)       to collect and receive any moneys or other property payable or deliverable on any such claims and to
    distribute the same,

   

  and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
    authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
    disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7.

   

  Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of
    any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

   

  Section 6.5.    Trustee May Enforce Claims Without Possession of Securities.

   

  All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without
    the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall,
    after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been
    recovered.

   

  
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  Section 6.6.     Application of Money Collected.

   

  Any money or property collected by the Trustee pursuant to this Article shall be applied in the following order, at the date
    or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof
    if fully paid:

   

  First:               To the payment of all amounts due the Trustee and any Agents under Section 7.7; and

   

  Second:         To the payment of the amounts then due and unpaid for principal of and interest on the Securities in respect
    of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and interest, respectively; and

   

  Third:              To the Company or the Guarantors, as applicable.

   

  Section 6.7.     Limitation on Suits.

   

  No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with respect
    to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

   

  (a)       such Holder has previously given written notice to the Trustee of a continuing Event of Default with
    respect to the Securities of that Series;

   

  (b)       the Holders of at least a majority in principal amount of the outstanding Securities of that Series shall have made written
    request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

   

  (c)       such Holder or Holders have offered to the Trustee indemnity or security satisfactory to the Trustee against the costs,
    expenses and liabilities which might be incurred by the Trustee in compliance with such request;

   

  (d)       the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed
    to institute any such proceeding; and

   

  (e)       no direction inconsistent with such written request has been given to the Trustee during such 60-day
    period by the Holders of a majority in principal amount of the outstanding Securities of that Series;

   

  it being understood, intended and expressly covenanted by the Holder of every Security with every other Holder and the Trustee that no one or
    more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or
    preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders of the applicable Series. The Trustee will have no duty to determine
    whether any Holder’s use of this Indenture complies with the preceding sentence.

   

  
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  Section 6.8.    Unconditional Right of Holders to Receive Principal and
      Interest.

   

  Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and
    unconditional, to receive payment of the principal of and interest, if any, on such Security on the Maturity of such Security, including the Stated Maturity expressed in such Security (or, in the case of redemption, on the redemption date) and to
    institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

   

  Section 6.9.    Restoration of Rights and Remedies.

   

  If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such
    proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the Trustee and
    the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

   

  Section 6.10.  Rights and Remedies Cumulative.

   

  Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in
    Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
    to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent
    assertion or employment of any other appropriate right or remedy.

   

  Section 6.11.  Delay or Omission Not Waiver.

   

  No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any
    Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to
    time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

   

  Section 6.12.  Control by Holders.

   

  The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to direct the
    time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such Series, provided that

   

  
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  (a)       such direction shall not be in conflict with any rule of law or with this Indenture,

   

  (b)       the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with
    such direction,

   

  (c)       subject to the provisions of Section 7.1, the Trustee shall have the right to decline to follow any
    such direction if the Trustee in good faith shall determine that the proceeding so directed would involve the Trustee in personal liability, and

   

  (d)      prior to taking any action as directed under this Section 6.12, the Trustee shall be entitled to
    indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

   

  Section 6.13.  Waiver of Past Defaults.

   

  The Holders of not less than a majority in principal amount of the outstanding Securities of any Series may on behalf of the
    Holders of all the Securities of such Series, by written notice to the Trustee and the Company, waive any past Default hereunder with respect to such Series and its consequences, except a Default in the payment of the principal of or interest on any
    Security of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any related payment default that resulted from such
    acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other
    Default or impair any right consequent thereon.

   

  Section 6.14.  Undertaking for Costs.

   

  All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have
    agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party
    litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and
    good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of
    Holders, holding in the aggregate more than 10% in principal amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or interest on any Security on or after the
    Maturity of such Security, including the Stated Maturity expressed in such Security (or, in the case of redemption, on the redemption date).

   

  
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  ARTICLE VII.

    TRUSTEE

   

  Section 7.1.    Duties of Trustee.

   

  (a)           If an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual
    knowledge, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own
    affairs; provided that the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the Holders unless such Holders have offered, and if requested, provided, to the Trustee
    indemnity or security satisfactory to Trustee against any loss, liability or expense that might be incurred by it in compliance with such request or direction.

   

  (b)           Except during the continuance of an Event of Default:

   

  (i)        The duties of the Trustee will be determined solely by the express provisions of this Indenture, and the Trustee need
    perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations will be read into this Indenture against the Trustee.

   

  (ii)       In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the
    correctness of the opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements of this Indenture; however, in the case of any such Officer’s Certificates or Opinions
    of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform to the form requirements of this
    Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

   

  (c)            The Trustee may not be relieved from liability for its negligence or willful misconduct as determined by a final
    non-appealable order of a court of competent jurisdiction, except that:

   

  (i)        This paragraph does not limit the effect of paragraph (b) of this Section.

   

  (ii)       The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved
    that the Trustee was negligent in ascertaining the pertinent facts.

   

  (iii)      The Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to
    Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method and place of conducting any proceeding for any remedy
    available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series in accordance with Section 6.12.

   

  
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  (d)      Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this
    Section, regardless of whether such provision so expressly provides.

   

  (e)      The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it
    against the costs, expenses and liabilities which might be incurred by it in performing such duty or exercising such right or power.

   

  (f)       The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the
    Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

   

  (g)      No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise
    incur any liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if it has reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk is not assured to the Trustee
    to its satisfaction.

   

  (h)      The Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections and immunities as are set
    forth in paragraphs (e), (f) and (g) of this Section, each with respect to the Trustee.

   

  (i)       Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or affording
    protection to, the Trustee will be subject to the provisions of this Section 7.1.

   

  (j)       The Trustee will not be liable in respect of any payment (as to the correctness of amount, entitlement to receive or any other matters
    relating to payment) or notice effected by the Company or any Paying Agent (except in its capacity as Paying Agent pursuant to the terms of this Indenture) or any records maintained by any co-Note Registrar with respect to the Notes.

   

  (k) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture, requires notice to be sent to the
    Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred, unless a Responsible Officer of the Trustee had actual knowledge of such event.

   

  (l) Under no circumstances will the Trustee be liable in its individual capacity for the obligations evidenced by the Securities.

   

  Section 7.2.    Rights of Trustee.

   

  (a)       The Trustee may rely on and shall be protected in acting or refraining from acting upon any document (whether in its
    original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

   

  
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  (b)       Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both.
    The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.

   

  (c)       The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with
    due care. No Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depositary.

   

  (d)      The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or
    within its rights or powers, provided that the Trustee’s conduct does not constitute willful misconduct or negligence.

   

  (e)       The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete
    authorization and protection in respect of any action taken, suffered or omitted by it hereunder without willful misconduct or negligence, and in reliance thereon.

   

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

   

  (g)       The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
    statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation
    into such facts or matters as it may see fit.

   

  (h)       The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the
    Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities generally or the Securities of
    a particular Series and this Indenture.

   

  (i)        In no event shall the Trustee be liable to any person for special, punitive, indirect, consequential or incidental loss or
    damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage.

   

  (j)        The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation
    or duty to do so.

   

  (k)       The Trustee will not be required to give any bond or surety in respect of the execution of the trusts and powers under this Indenture.

   

  
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  (l)        Neither the Trustee nor any Agent will have any responsibility or liability for any actions or not taken by the Depositary.

   

  (m)      Notwithstanding anything to the contrary in this Indenture, other than this Indenture and the Notes, the Trustee will have no duty to know
    or inquire as to the performance or nonperformance of any provision of any other agreement, instrument, or contract, nor will the Trustee be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument,
    or contract, whether or not a copy of such agreement has been provided to the Trustee.

   

  Section 7.3.    Individual Rights of Trustee.

   

  The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with
    the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee; provided, however, that if the Trustee acquires a “conflicting interest” (within the meaning of Section 310(b) of the Trust Indenture Act), then it
    must eliminate such conflict within 90 days or resign as Trustee. Any Agent will have the same rights and duties as the Trustee under this Section. The Trustee is also subject to Sections 7.10 and 7.11.

   

  Section 7.4.    Trustee’s Disclaimer.

   

  The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be
    accountable for the Company’s use of the proceeds from the Securities or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received
    by any Paying Agent other than the Trustee and it shall not be responsible for any statement or recital in this Indenture, the Securities or any other document relating to the sale of the Notes or this Indenture, other than the Trustee’s certificate of
    authentication.

   

  Section 7.5.    Notice of Defaults.

   

  If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series of which a Responsible
    Officer of the Trustee has received notice, the Trustee shall send to each Securityholder of the Securities of that Series notice of a Default or Event of Default within 90 days after receipt of such notice or, if later, after a Responsible Officer of
    the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any Security of any Series, the Trustee may withhold the notice if and so long as it in good
    faith determines that withholding the notice is in the interests of Securityholders of that Series.

   

  Section 7.6.    Reports by Trustee to Holders.

   

  Within 60 days after each [  ] commencing [  ], 20[  ], the Trustee shall transmit by mail to all Securityholders, as their
    names and addresses appear on the register kept by the Registrar, a brief report dated as of such anniversary date, in accordance with, and to the extent required under, TIA § 313.

   

  
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  A copy of each report at the time of its mailing to Securityholders of any Series shall be filed with the SEC and each
    national securities exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee in writing when Securities of any Series are listed on any national securities exchange.

   

  Section 7.7.    Compensation and Indemnity.

   

  The Company shall pay to the Trustee and any Agent from time to time compensation for its services as the Company and the
    Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable
    disbursements, advances and expenses incurred or made by it under this Indenture. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel.

   

  The Company shall indemnify each of the Trustee (in each of its capacities) and any predecessor Trustee (including for the
    cost of defending itself) against any all loss, cost, expense or liability, including taxes (other than taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in the next paragraph in the
    performance of its duties under this Indenture as Trustee or Agent, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.7) and defending itself against any claim (whether asserted by the Company,
    any Holder or any other Person) or liability in connection with the with the exercise or performance of any of its powers or duties under this Indenture. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity.
    Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder, unless and to the extent that the Company is materially prejudiced thereby. The Company shall defend the claim and the Trustee shall cooperate
    in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
    This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee.

   

  The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any
    officer, director, employee, shareholder or agent of the Trustee through willful misconduct or negligence as determined by a final non-appealable order of a court of competent jurisdiction.

   

  To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any
    Series on all money or property held or collected by the Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series, which lien will survive the discharge of this Indenture.

   

  When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(d) or (e) occurs, the
    expenses and the compensation for the services (including the fees and expense of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

   

  
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  The provisions of this Section shall survive the resignation or removal of the Trustee and the termination of this Indenture.

   

  Section 7.8.    Replacement of Trustee.

   

  A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
    Trustee’s acceptance of appointment as provided in this Section.

   

  The Trustee may resign with respect to the Securities of one or more Series by so notifying the Company at least 30 days
    prior to the date of the proposed resignation. The Holders of a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company in writing with 30 days prior
    notice. The Company may remove the Trustee with respect to Securities of one or more Series if:

   

  (a)       the Trustee fails to comply with Section 7.10;

   

  (b)       the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any
    Bankruptcy Law;

   

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

   

  (d)      the Trustee becomes incapable of acting.

   

  If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall
    promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee to replace the successor Trustee appointed
    by the Company.

   

  If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the
    retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a
    successor Trustee.

   

  A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.
    Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the
    successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall send notice of its succession to each
    Securityholder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for the benefit of the retiring Trustee with respect to expenses and
    liabilities incurred by it for actions taken or omitted to be taken in accordance with its rights, powers and duties under this Indenture prior to such replacement.

   

  
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  Section 7.9.    Successor Trustee by Merger, Etc.

   

  If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust
    business to, another corporation, the successor corporation without any further act shall be the successor Trustee, subject to Section 7.10 and will have all of the rights, powers and duties of the Trustee under this Indenture.

   

  Section 7.10.  Eligibility; Disqualification.

   

  This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and (5). The Trustee shall
    always have a combined capital and surplus of at least $25,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA § 310(b).

   

  Section 7.11.  Preferential Collection of Claims Against Company.

   

  The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA § 311(b). A Trustee who has
    resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.

   

  ARTICLE VIII.

    SATISFACTION AND DISCHARGE; DEFEASANCE

   

  Section 8.1.    Satisfaction and Discharge of Indenture.

   

  This Indenture shall upon Company Order be discharged with respect to the Securities of any Series and cease to be of further
    effect as to all Securities of such Series (except as hereinafter provided in this Section 8.1), and the Trustee, at the expense of the Company, shall execute instruments acknowledging satisfaction and discharge of this Indenture, when

   

  (a)           either

   

  (i)           all Securities of such Series theretofore authenticated and delivered (other than Securities that have been destroyed,
    lost or stolen and that have been replaced or paid) have been delivered to the Trustee for cancellation; or

   

  (ii)          all such Securities of such Series not theretofore delivered to the Trustee for cancellation:

   

  (1)       have become due and payable by reason of sending a notice of redemption or otherwise, or

   

  (2)       will become due and payable at their Stated Maturity within one year, or

   

  
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  (3)       have been called for redemption or are to be called for redemption within one year under
    arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, or

   

  (4)       are deemed paid and discharged pursuant to Section 8.3, as applicable;

   

  and the Company, in the case of (1), (2) or (3) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in
    trust an amount of money or U.S. Government Obligations, which amount shall be sufficient for the purpose of paying and discharging each installment of principal (including mandatory sinking fund or analogous payments) of and interest on all the
    Securities of such Series on the dates such installments of principal or interest are due, as determined by the Company in the case of an all cash deposit, and as certified in writing to the Trustee by a nationally recognized firm of independent
    certified public accountants or investment bank in the case of the deposit of U.S. Government Obligations or a combination of U.S. Government Obligations and cash.

   

  (b)      the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

   

  (c)      the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
    precedent herein provided for relating to the satisfaction and discharge contemplated by this Section have been complied with.

   

  Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section
    7.7, and, if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 shall survive.

   

  If the Company exercises the satisfaction and discharge provisions in compliance with this Indenture with respect to
    Securities of a particular Series that are entitled to the benefit of the Guarantee of any Guarantor, the Guarantee will terminate with respect to that Series of Securities.

   

  At the Company’s request, the Trustee will acknowledge the satisfaction and discharge of this Indenture.

   

  Section 8.2.       Application of Trust Funds; Indemnification.

   

  (a)       Subject to the provisions of Section 8.5, all money and U.S. Government Obligations or Foreign Government Obligations
    deposited with the Trustee pursuant to Section 8.1, 8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.1, 8.3 or 8.4, shall be
    held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to
    the persons entitled thereto, of the principal and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by Section 8.1, 8.3 or 8.4.

   

  
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  (b)      The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against
    U.S. Government Obligations or Foreign Government Obligations deposited pursuant to Section 8.1, 8.3 or 8.4 or the interest and principal received in respect of such obligations other than any payable by or on behalf of Holders.

   

  (c)       The Trustee shall deliver or pay to the Company from time to time upon Company Order any U.S. Government Obligations or
    Foreign Government Obligations or money held by it as provided in Section 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof
    delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or Foreign Government Obligations or money were deposited or received.
    This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations or Foreign Government Obligations held under this Indenture.

   

  Section 8.3.    Legal Defeasance of Securities of any Series.

   

  Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2, to be inapplicable to Securities of any Series, the
    Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as
    it relates to such outstanding Securities of such Series, shall no longer be in effect and any Guarantee will terminate with respect to that Series of Securities (and the Trustee, at the expense of the Company, shall, upon receipt of a Company Order,
    execute instruments acknowledging the same), except as to:

   

  (a)       the rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof,
    (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund
    payments applicable to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture and the Securities of such Series;

   

  (b)       the provisions of Sections 2.4, 2.5, 2.7, 2.8, 7.7, 8.2, 8.3, 8.5 and 8.6; and

   

  (c)       the rights, powers, trusts and immunities of the Trustee hereunder and the Company’s obligations in connection therewith;

   

  
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  provided that, the following conditions shall have been satisfied:

   

  (d)      the Company shall have irrevocably deposited or caused to be deposited (except as provided in Section 8.2(c)) with the
    Trustee as trust funds specifically pledged as security for and dedicated solely to the benefit of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations,
    or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof in accordance with
    their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally
    recognized firm of independent public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund
    payments in respect of all the Securities of such Series on the dates such installments of principal or interest and such sinking fund payments are due;

   

  (e)       such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other
    agreement or instrument to which the Company is a party or by which it is bound;

   

  (f)        no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the
    date of such deposit or during the period ending on the 91st day after such date;

   

  (g)      the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (i) the
    Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect
    that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be
    subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;

   

  (h)       the Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the
    Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and

   

  (i)       the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
    conditions precedent provided for relating to the defeasance contemplated by this Section have been complied with. 

   

  
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  Section 8.4.    Covenant Defeasance.

   

  Unless this Section 8.4 is otherwise specified pursuant to Section 2.2 to be inapplicable to Securities of any Series, the
    Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth under Sections 4.2, 4.3, 4.4 and 5.1 and, unless otherwise specified therein, any additional covenants specified in a supplemental
    indenture for such Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default with respect to such
    Series under Section 6.1) and the occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2 and designated as an Event of Default
    shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such Securities will be unaffected thereby; provided that the following
    conditions shall have been satisfied:

   

  (a)       with reference to this Section 8.4, the Company has irrevocably deposited or caused to be irrevocably deposited (except as
    provided in Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of
    Securities of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government
    Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the
    due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay
    and discharge each installment of principal (including mandatory sinking fund or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest are due;

   

  (b)      such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other
    agreement or instrument to which the Company is a party or by which it is bound;

   

  (c)       no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the
    date of such deposit;

   

  (d)      the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Securities of
    such Series will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would
    have been the case if such deposit and covenant defeasance had not occurred;

   

  (e)       The Company shall have delivered to the Trustee an Officer’s Certificate stating the deposit was not made by the Company
    with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and

   

  
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  (f)       The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
    conditions precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with.

   

  Section 8.5.    Repayment to Company.

   

  Subject to applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any
    money held by them for the payment of principal and interest that remains unclaimed for two years. After that, Securityholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law
    designates another person.

   

  Section 8.6.    Reinstatement.

   

  If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any Series in
    accordance with Section 8.1 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this
    Indenture with respect to the Securities of such Series and under the Securities of such Series shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is permitted to
    apply all such money in accordance with Section 8.1; provided, however, that if the Company has made any payment of principal of or interest on or any Additional Amounts with respect to any Securities because of the reinstatement of its
    obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent after payment in full to the Holders.

   

  ARTICLE IX.

    AMENDMENTS AND WAIVERS

   

  Section 9.1.    Without Consent of Holders.

   

  The Company, any Guarantors and the Trustee may amend or supplement this Indenture or the Securities of one or more Series
    without the consent of any Securityholder:

   

  (a)       to cure any ambiguity, mistake, defect or inconsistency;

   

  (b)       to comply with Article V;

   

  (c)       to provide for uncertificated Securities in addition to or in place of certificated Securities;

   

  (d)      to surrender any of the Company’s rights or powers under this Indenture;

   

  (e)       to add covenants or events of default for the benefit of the holders of Securities of any Series;

   

  (f)       to comply with the applicable procedures of the applicable Depositary;

   

  
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  (g)       to make any change that does not adversely affect the rights of any Securityholder;

   

  (h)       to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by
    this Indenture;

   

  (i)        to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities
    of one or more Series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee;

   

  (j)        to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA;

   

  (k)       to reflect the release of any Guarantor in accordance with Article XII; or

   

  (l)        to add Guarantors with respect to any or all of the Securities or to secure any or all of the Securities or the Guarantees.

   

  Section 9.2.    With Consent of Holders.

   

  The Company, any Guarantors and the Trustee may enter into a supplemental indenture with the written consent of the Holders
    of at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the
    purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of modifying in any manner the rights of the Securityholders of each such Series. Except as
    provided in Section 6.13, the Holders of at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents obtained in connection with a tender offer or exchange offer for the Securities of
    such Series) may waive compliance by the Company with any provision of this Indenture or the Securities with respect to such Series.

   

  It shall not be necessary for the consent of the Holders of Securities under this Section 9.2 to approve the particular form
    of any proposed supplemental indenture or waiver, but it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes effective, the Company shall send to the Holders of
    Securities affected thereby, a notice briefly describing the supplemental indenture or waiver. Any failure by the Company to send such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental
    indenture or waiver.

   

  Section 9.3.    Limitations.

   

  Without the consent of each Securityholder affected, an amendment or waiver may not:

   

  (a)       reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;

   

  
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  (b)       reduce the rate of or extend the time for payment of interest (including default interest) on any Security;

   

  (c)       reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for,
    the payment of any sinking fund or analogous obligation;

   

  (d)      reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof;

   

  (e)       waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a
    rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration);

   

  (f)       make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security;

   

  (g)       make any change in Section 6.8, 6.13 or 9.3 (this sentence);

   

  (h)       waive a redemption payment with respect to any Security, provided that such redemption is made at the Company’s option; or

   

  (i)        if the Securities of that Series are entitled to the benefit of the Guarantee, release any Guarantor of such Series other
    than as provided in this Indenture or modify the Guarantee in any manner adverse to the Holders.

   

  Section 9.4.    Compliance with Trust Indenture Act.

   

  Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental indenture
    hereto that complies with the TIA as then in effect.

   

  Section 9.5.    Revocation and Effect of Consents.

   

  Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it by a Holder of a
    Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However,
    any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice of revocation before the date of the supplemental indenture or the date the waiver becomes effective.

   

  Any amendment or waiver once effective shall bind every Securityholder of each Series affected by such amendment or waiver
    unless it is of the type described in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent Holder of a Security or portion of a Security
    that evidences the same debt as the consenting Holder’s Security.

   

  
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  The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give
    their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the second immediately preceding paragraph, those persons who were Holders at such
    record date (or their duly designated proxies), and only those persons, shall be entitled to give such consent or to revoke any consent previously given or take any such action, whether or not such persons continue to be Holders after such record date.
    No such consent shall be valid or effective for more than 120 days after such record date.

   

  Section 9.6.    Notation on or Exchange of Securities.

   

  The Company or the Trustee may place an appropriate notation about an amendment or waiver on any Security of any Series
    thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver.

   

  Section 9.7.    Trustee Protected.

   

  In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the
    modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Officer’s Certificate or an Opinion of Counsel stating that the execution
    of such supplemental indenture is authorized or permitted by this Indenture. The Trustee shall sign all supplemental indentures upon delivery of such an Officer’s Certificate or Opinion of Counsel, except that the Trustee need not sign any supplemental
    indenture that adversely affects its rights.

   

  ARTICLE X.

    MISCELLANEOUS

   

  Section 10.1.  Trust Indenture Act Controls.

   

  If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required or deemed to be
    included in this Indenture by the TIA, such required or deemed provision shall control.

   

  Section 10.2.  Notices.

   

  Any notice or communication by the Company, any Guarantor or the Trustee to the other, or by a Holder to the Company, any
    Guarantor or the Trustee, is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile transmission, email or overnight air courier guaranteeing next day delivery, to
    the others’ address:

   

  if to the Company:

   

  Essex Portfolio, L.P.

  1100 Park Place, Suite 200

  San Mateo, California 94403

  Email: bpak@essex.com

  Attention: Barbara Pak, Executive Vice President, Chief Financial Officer

   

  
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  if to the Guarantor:

   

  Essex Property Trust, Inc.

  1100 Park Place, Suite 200

  San Mateo, California 94403

  Email: bpak@essex.com

  Attention: Barbara Pak, Executive Vice President, Chief Financial Officer

   

  in each case, with a copy to:

   

  Latham & Watkins LLP 

  12670 High Bluff Drive 

  San Diego, California 92130 

  Attention: Craig M. Garner 

  Telephone: (858) 523-5400

   

  if to the Trustee:

   

  U.S. Bank National Association

  Global Corporate Trust Services

  One California Street, Suite 1000 

  San Francisco, California 94111 

  Attention: David Jason (Essex Portfolio) 

  Fax: (415) 677-3769

   

  The Company, any Guarantor or the Trustee by notice to the other may designate additional or different addresses for
    subsequent notices or communications.

   

  Any notice or communication to a Securityholder shall be sent electronically or by first-class mail to his, her or its
    address shown on the register kept by the Registrar, in accordance with the applicable procedures of the Depositary. Failure to send a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with
    respect to other Securityholders of that or any other Series.

   

  If a notice or communication is sent or published in the manner provided above, within the time prescribed, it is duly given,
    whether or not the Securityholder receives it.

   

  If the Company or any Guarantor sends a notice or communication to Securityholders, it shall send a copy to the Trustee and
    each Agent at the same time.

   

  Notwithstanding any other provision of this Indenture or any Security, where this Indenture or any Security provides for
    notice of any event (including any notice of redemption) to a Holder of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given to the Depositary for such Security (or its designee) pursuant to the customary procedures
    of such Depositary, including by electronic mail.

   

  
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  Section 10.3.  Communication by Holders with Other Holders.

   

  Securityholders of any Series may communicate pursuant to TIA § 312(b) with other Securityholders of that Series or any other
    Series with respect to their rights under this Indenture or the Securities of that Series or all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

   

  Section 10.4.  Certificate and Opinion as to Conditions Precedent.

   

  Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall
    furnish to the Trustee:

   

  (a)      an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this
    Indenture relating to the proposed action have been complied with; and

   

  (b)      an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

   

  Section 10.5.  Statements Required in Certificate or Opinion.

   

  Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other
    than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA § 314(e) and shall include:

   

  (a)      a statement that the person making such certificate or opinion has read such covenant or condition;

   

  (b)      a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
    contained in such certificate or opinion are based;

   

  (c)      a statement that, in the opinion of such person, such person has made such examination or investigation as is necessary to
    enable such person to express an informed opinion as to whether or not such covenant or condition has been complied with; and

   

  (d)      a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

   

  Section 10.6.  Rules by Trustee and Agents.

   

  The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any Agent may make
    reasonable rules and set reasonable requirements for its functions.

   

  
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  Section 10.7.  Legal Holidays.

   

  A “Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment,
    payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

   

  Section 10.8.  No Recourse Against Others.

   

  A director, officer, employee or stockholder (past or present), as such, of the Company or any Guarantor shall not have any
    liability for any obligations of the Company under the Securities, the Guarantee or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each Securityholder by accepting a Security waives and
    releases all such liability. The waiver and release are part of the consideration for the issue of the Securities.

   

  Section 10.9.  Counterparts.

   

  This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of
    which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of copies of this Indenture and of signature pages by facsimile or other electronic format (e.g., “.pdf”
    or “.tif”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or
    electronic format (e.g., “.pdf” or “.tif”) shall be deemed to be their original signatures for all purposes.

   

  Unless otherwise provided herein or in any other Securities, the words “execute”, “execution”, “signed”, and “signature” and
    words of similar import used in or related to any document to be signed in connection with this Indenture, any Securities or any of the transactions contemplated hereby (including amendments, waivers, consents and other modifications) shall be deemed
    to include electronic signatures and the keeping of records in electronic form, including [DocuSign]1 or such other digital signature provider as specified in writing to
    Trustee by an authorized representative, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature in ink or the use of a paper-based recordkeeping system, as applicable, to the fullest extent and as
    provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions
    Act, provided that, notwithstanding anything herein to the contrary, the Trustee is not under any obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by such Trustee pursuant to procedures
    approved by such Trustee. The Company and General Partner each agree to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee, including without limitation the risk of the
    Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

   

  
     

  

  1 To be updated at execution, as applicable.

   

  
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  Section 10.10.   Governing Law; Waiver of Jury Trial; Consent to Jurisdiction.

   

  THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE INDENTURE OR
        THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

   

  THE COMPANY, THE GUARANTORS, THE TRUSTEE AND THE HOLDERS (BY THEIR ACCEPTANCE OF THE SECURITIES) EACH HEREBY
        IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

   

  Any legal suit, action or proceeding arising out of or based upon this Indenture or the transactions contemplated hereby may
    be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party
    irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such
    party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The Company, the Guarantors, the Trustee and the Holders (by their acceptance of the Securities) each hereby
    irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other
    proceeding has been brought in an inconvenient forum.

   

  Section 10.11.   No Adverse Interpretation of Other Agreements.

   

  This Indenture or the Securities may not be used to interpret another indenture, loan or debt agreement of the Company or a
    Subsidiary of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture or the Securities.

   

  Section 10.12.   Successors.

   

  All agreements of the Company and the Guarantors in this Indenture and the Securities shall bind their respective successors.
    All agreements of the Trustee in this Indenture shall bind its successor.

   

  Section 10.13.   Severability.

   

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

   

  
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  Section 10.14.   Table of Contents, Headings, Etc.

   

  The Table of Contents, Cross Reference Table, and headings of the Articles and Sections of this Indenture have been inserted
    for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.

   

  Section 10.15.   Securities in a Foreign Currency.

   

  Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered
    pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all
    Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in more than one currency, then the principal amount of Securities of such Series which
    shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into a currency that is designated upon issuance of any particular Series of Securities. Unless otherwise specified in a
    Board Resolution, a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, such conversion shall be made by the Company at the spot rate for the
    purchase of the designated currency as published in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information is no longer available in The Financial Times, such source as may be
    selected in good faith by the Company) on any date of determination. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated in currency other than Dollars in
    connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.

   

  All decisions and determinations provided for in the preceding paragraph shall, in the absence of manifest error, to the
    extent permitted by law, be conclusive for all purposes and irrevocably binding upon the Trustee and all Holders.

   

  Section 10.16.   Judgment Currency.

   

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

   

  
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  Section 10.17.   Force Majeure.

   

  In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
    hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
    acts of God, epidemics, pandemics and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility,
    it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

   

  Section 10.18.   U.S.A. Patriot Act.

   

  The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee is required to
    obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it
    may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

   

  ARTICLE XI.

    SINKING FUNDS

   

  Section 11.1.  Applicability of Article.

   

  The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a Series if so
    provided by the terms of such Securities pursuant to Section 2.2, except as otherwise permitted or required by any form of Security of such Series issued pursuant to this Indenture.

   

  The minimum amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred
    to as a “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any Series,
    the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series.

   

  
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  Section 11.2.  Satisfaction of Sinking Fund Payments with Securities.

   

  The Company may, in satisfaction of all or any part of any sinking fund payment with respect to the Securities of any Series
    to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called for mandatory sinking fund redemption) and (2)
    apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to the terms of such Series of Securities (except
    pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities have not been previously so credited.
    Such Securities shall be received by the Trustee, together with an Officer’s Certificate with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for redemption, and shall be
    credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the delivery or credit
    of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of
    such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however,
    that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of
    Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company.

   

  Section 11.3.  Redemption of Securities for Sinking Fund.

   

  Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture hereto or Officer’s
    Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for any Series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing mandatory
    sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities of
    that Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days
    (unless otherwise indicated in the Board Resolution, Officer’s Certificate or supplemental indenture in respect of a particular Series of Securities) before each such sinking fund payment date the Securities to be redeemed upon such sinking fund
    payment date will be selected in the manner specified in Section 3.2 and the Company shall send or cause to be sent a notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in and in
    accordance with Section 3.3. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6.

   

  
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  ARTICLE XII.

  GUARANTEE

   

  Section 12.1.  Unconditional Guarantee. 

   

  (a)       Notwithstanding any provision of this Article XII to the contrary, the provisions of this Article
    XII shall be applicable only to, and inure solely to the benefit of, the Securities of any Series designated, pursuant to Section 2.2.23, as entitled to the benefits of the Guarantee of each Guarantor identified in such designation and that has
    executed a Notation of Guarantee with respect to such Series.

   

  (b)       For value received, each Guarantor hereby jointly and severally, fully, unconditionally and
    absolutely guarantees (the “Guarantee”) to the Holders and to the Trustee the due and punctual payment of the principal of, premium, if any, and interest on each Series of Securities for which such Guarantor has executed a Notation of Guarantee
    with respect to such Series and all other amounts due and payable under this Indenture and the Securities of such Series by the Company, when and as such principal, premium, if any, and interest shall become due and payable, whether at the Stated
    Maturity or by declaration of acceleration, call for redemption or otherwise, according to the terms of such Securities and this Indenture, subject to the limitations set forth in Section 12.3.

    

  (c)       Failing payment when due of any amount guaranteed pursuant to the Guarantee, for whatever reason,
    each of the Guarantors will be jointly and severally obligated to pay the same immediately. Each of the Guarantors hereby agrees that its obligations hereunder shall be full, unconditional and absolute, irrespective of the validity, regularity or
    enforceability of the Securities, the Guarantee (including the Guarantee of any other Guarantor) or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions
    hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, or any action to enforce the same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any of the
    Guarantors. Each Guarantor hereby agrees that in the event of a default in payment of the principal of or interest on the Securities entitled to the Guarantee of such Guarantor, whether at the Stated Maturity or by declaration of acceleration, call for
    redemption or otherwise, legal proceedings may be instituted by the Trustee on behalf of the Holders or, subject to Section 6.7, by the Holders, on the terms and conditions set forth in this Indenture, directly against such Guarantor to enforce the
    Guarantee without first proceeding against the Company or any other Guarantor.

   

  (d)      Each Guarantor hereby (i) waives diligence, presentment, demand of payment, filing of claims with a
    court in the event of the merger, insolvency or bankruptcy of the Company or any of the Guarantors, and all demands whatsoever and (ii) acknowledges that any agreement, instrument or document evidencing the Guarantee may be transferred and that the
    benefit of its obligations hereunder shall extend to each holder of any agreement, instrument or document evidencing the Guarantee without notice to it. Each Guarantor further agrees that if at any time all or any part of any payment theretofore
    applied by any person to the Guarantee is, or must be, rescinded or returned for any reason whatsoever, including without limitation, the insolvency, bankruptcy or reorganization of the Company or any of the Guarantors, the Guarantee shall, to the
    extent that such payment is or must be rescinded or returned, be deemed to have continued in existence notwithstanding such application, and the Guarantee shall continue to be effective or be reinstated, as the case may be, as though such application
    had not been made.

   

  
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  (e)       Each Guarantor shall be subrogated to all rights of the Holders and the Trustee against the Company
    in respect of any amounts paid by such Guarantor pursuant to the provisions of this Indenture; provided, however, that such Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation
    until all of the Securities entitled to the Guarantee of such Guarantor and the Guarantee shall have been paid in full or discharged.

   

  Section 12.2.  Execution and Delivery of Notation of Guarantee. 

   

  To evidence the Guarantee of a Guarantor of a Series of Securities, a Notation of Guarantee, executed by either manual or
    facsimile signature of an Officer of such Guarantor, shall be affixed on each Security entitled to the benefits of the Guarantee of such Guarantor. If any Officer of any Guarantor whose signature is on a Notation of Guarantee no longer holds that
    office at the time the Trustee authenticates a Security to which such Notation of Guarantee is affixed or at any time thereafter, the Guarantee of such Security shall be valid nevertheless. The delivery of any Security by the Trustee, after the
    authentication thereof hereunder, shall constitute due delivery of any Guarantee relating to such Security set forth in the Indenture on behalf of the Guarantor. Notwithstanding the foregoing, each Guarantor hereby agrees that its Guarantee shall
    remain in full force and effect notwithstanding the absence of a Notation of Guarantee being affixed to such Security.

   

  Section 12.3.  Limitation on Guarantors’ Liability.
    

   

  Each Guarantor by its acceptance hereof and each Holder of Security and the Trustee entitled to the benefits of the Guarantee
    hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to the Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing
    intention, each Holder of a Security and the Trustee entitled to the benefits of the Guarantee and each Guarantor hereby irrevocably agrees that the obligations of each Guarantor under the Guarantee shall be limited to the maximum amount as will, after
    giving effect to all other contingent and fixed liabilities of such Guarantor and to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under the Guarantee, not result in
    the obligations of such Guarantor under the Guarantee constituting a fraudulent conveyance or fraudulent transfer under federal or state law.

   

  Section 12.4.  Release of Guarantors from Guarantee.
    

   

  (a)       Notwithstanding any other provisions of this Indenture, the Guarantee of any Guarantor may be
    released upon the terms and subject to the conditions set forth in Section 8.1, Section 8.3 and this Section 12.4. Provided that no Default shall have occurred and shall be continuing under this Indenture, the Guarantee incurred by a Guarantor pursuant
    to this Article XII shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not an Affiliate of the Company, of all of the Company’s direct
    or indirect equity interests in such Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of such Guarantor into the Company or any other Guarantor or the liquidation and dissolution of such
    Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) with respect to any Series of Securities, upon the occurrence of any other condition set forth in the Board Resolution, supplemental indenture or Officer’s Certificate
    establishing the terms of such Series.

   

  
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  (b)       Upon receipt of a written request of the Company accompanied by an Officer’s Certificate or Opinion
    of Counsel to the effect that any Guarantor is entitled to be released from the Guarantee in accordance with the provisions of this Indenture, the Trustee shall deliver instruments reasonably requested by the Company or such Guarantor evidencing the
    release of such Guarantor from the Guarantee. Any Guarantor not so released shall remain liable for the full amount of principal of and interest on the Securities entitled to the benefits of the Guarantee as provided in this Indenture, subject to the
    limitations of Section 12.3.

   

  [SIGNATURE PAGE FOLLOWS]

   

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

   

  	
           

        	
          ESSEX PORTFOLIO, L.P.

        
	
           

        	
           

        
	
           

        	
          By: Essex Property Trust, Inc.

        
	
           

        	
          Its Sole General Partner

        
	
           

        	
           

        	
           

        
	
           

        	
          By:

        	
           

        
	
           

        	
           

        	
          Name:

        
	
           

        	
           

        	
          Its:

        
	
           

        	
           

        	
           

        
	
           

        	
          ESSEX PROPERTY TRUST, INC.,

        
	
           

        	
               as Guarantor

        
	
           

        	
           

        	
           

        
	
           

        	
          By:

        	
           

        
	
           

        	
           

        	
          Name:

        
	
           

        	
           

        	
          Its:

        
	
           

        	
           

        	
           

        
	
           

        	
          U.S. BANK NATIONAL ASSOCIATION,

        
	
           

        	
               as Trustee

        
	
           

        	
           

        	
           

        
	
           

        	
          By:

        	
           

        
	
           

        	
           

        	
          Name:

        
	
           

        	
           

        	
          Its:

        


   

  
     

    
      
 

  

   

  EXHIBIT A 

   

  [FORM OF]

   

  NOTATION OF GUARANTEE

   

  Each Guarantor signing below has fully, unconditionally and absolutely guaranteed, to the extent set forth in the Indenture and subject to the
    provisions in the Indenture, the due and punctual payment of the principal of, premium, if any, and interest on the Securities to which this notation is affixed and all other amounts due and payable under the Indenture and the Securities to which this
    notation is affixed by the Company.

   

  The obligations of such Guarantor to the Holders of Securities to which this notation is affixed and to the Trustee pursuant to the Guarantee and the
    Indenture are expressly set forth in Article XII of the Indenture and reference is hereby made to the Indenture for the precise terms of the Guarantee.

   

   

  

  	
           

        	
          [NAME OF GUARANTOR(S)]

        
	
           

        	
           

        	
           

        
	
           

        	
          By:

        	
           

        
	
           

        	
           

        	
          Name:

        
	
           

        	
           

        	
          Its:

        


   

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