0001140361-12-037310 Sample Contracts

Essex Portfolio, L.P., as Issuer Essex Property Trust, Inc., as Guarantor U.S. Bank National Association, as Trustee
Essex Property Trust Inc • August 15th, 2012 • Real estate investment trusts • New York

INDENTURE dated as of August 15, 2012 among Essex Portfolio, L.P., a California limited partnership (hereinafter called the “Issuer”), Essex Property Trust, Inc., a Maryland corporation (hereinafter called the “Guarantor” or, in its capacity as the sole general partner of the Issuer, the “General Partner”), each having its principal office at Essex Portfolio, L.P. 925 East Meadow Drive, Palo Alto, California 94303, and U.S. Bank National Association, as trustee hereunder (hereinafter called the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer’s 3.625% Senior Notes due 2022 (hereinafter called the “Notes”) guaranteed by the Guarantor.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 15th, 2012 • Essex Property Trust Inc • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT dated as of August 15, 2012 (the “Agreement”) is entered into by and among Essex Portfolio, L.P., a California limited partnership (the “Operating Partnership”), Essex Property Trust, Inc., a Maryland corporation (the “Guarantor”), and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”).

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