Common use of SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE Clause in Contracts

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note is issued in global form. The Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated the date hereof, among the Guarantor, the Issuer (defined below) and U.S. Bank National Association, as trustee (the “Indenture”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note is issued in global form. The For value received, each Subsidiary Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of May 21, 2015 (the date hereof“Base Indenture”), among SM Energy Company, a Delaware corporation (the Guarantor“Company”), the Issuer (defined below) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Third Supplemental Indenture dated as of September 12, 2016 (the Base Indenture, as so amended and supplemented, being called the “Indenture”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis subject to the Guarantee Obligations (as defined provisions in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 (as defined in the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”Indenture), whether at maturityStated Maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and principal, premium, if anyand interest, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, Company to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, Indenture and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor Subsidiary Guarantors to the Holders of the Notes and to the Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article 15 Eleven of the Indenture and reference is hereby made to such the Indenture for the precise terms of this the Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this This Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor governed by and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged construed in accordance with the Indenture and shall inure to the benefit laws of the successors and assigns State of the Trustee and the Holders New York. [Insert Name of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.Guarantor] By: Name: Title: Dated:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global 2021 Note for an interest in another Global 2021 Note or for a Definitive Notenote in definitive form, or exchanges of a part of another Global 2021 Note or Definitive Note note in definitive form for an interest in this Global 2021 Note, have been made: * This schedule should be included only if the 2021 Note is issued in global form. The Guarantor listed below For value received, each of the Guarantors (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under the Supplemental Indenture (as hereinafter defined)) has, jointly and severally, unconditionally guaranteed, to the extent set forth and subject to the provisions in the Indenture, dated as of November 19, 2009 (the date hereof“Base Indenture”), by and among AmerisourceBergen Corporation (the Guarantor, the Issuer (defined below“Company”) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture (the “Supplemental Indenture”), dated as of November 14, 2011, by and among the Company, the Guarantors named on the signature pages thereto and the Trustee (the Base Indenture as amended and supplemented by the Supplemental Indenture is hereinafter referred to as the “Indenture”), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior 2021 Notes due 2048 (as defined in the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”Supplemental Indenture), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if anyand, and (to the extent permitted by law) interest on any overdue interest on the Notes, interest, and the due and punctual performance of all other obligations of the Issuer, Company to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, Indenture and (iib) in case of any extension of time of payment or renewal of any 2021 Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of the 2021 Notes and to the Trustee pursuant to this the 2021 Note Guarantee and the Indenture are expressly set forth in Article 15 8 of the Supplemental Indenture and reference is hereby made to such the Supplemental Indenture for the precise terms of this the 2021 Note Guarantee. No pastEach Holder of a 2021 Note, present or future directorby accepting the same, officeragrees to and will be bound by such provisions and appoints the Trustee attorney-in-fact of such Holder for such purpose. [Name of Guarantor(s)] By: Name: Title: This JOINDER TO SECOND SUPPLEMENTAL INDENTURE (this “Joinder”), employeedated as of , incorporator or stockholder 20 , among (direct or indirect) the “Guaranteeing Subsidiary”), a subsidiary of the Guarantor AmerisourceBergen Corporation (or any such successor entityits permitted successor), a Delaware corporation (the “Company”), the Company, the other Guarantors (as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court defined in the event of merger or bankruptcy of the IssuerSecond Supplemental Indenture referred to herein) and U.S. Bank National Association, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations as trustee under the Notes and Second Supplemental Indenture or until legally discharged in accordance with referred to below (the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the “Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated”).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note Ciena Corporation [ ] Re: [ ]% Convertible Senior Notes due 2017 — REPURCHASE NOTICE (CUSIP [ ]) Reference is issued in global form. The Guarantor listed below (hereinafter referred hereby made to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated as of June [ ], 2007 (the date hereof“Indenture”), among between Ciena Corporation, as issuer (the Guarantor“Company”), the Issuer (defined below) and U.S. The Bank National Associationof New York, as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used but not defined herein shall have the same meanings given to them in the Indenture Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Conversion”) pursuant to Article VI of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Applicable Conversion Rate. The Owner directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless otherwise indicated.a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Definitive certificated Note, or exchanges of a part of another Global Note Security or Definitive certificated Note for an interest in this Global NoteSecurity, have been made: * This schedule should be included only if the Note is issued in global form. The Guarantor listed below Re: Cardinal Health, Inc. (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under Issuer”) Reference is hereby made to the Indenture, dated as of April 18, 1997 (the date hereof“Original Indenture”), among the Guarantor, between the Issuer and The Bank of New York Trust Company, N.A. (defined below) and U.S. successor to ▇.▇. ▇▇▇▇▇▇ Trust Company, successor trustee to Bank National AssociationOne, N.A., which was formerly known as Bank One, Columbus, N.A.), as trustee trustee, as supplemented by the Second Supplemental Indenture, dated as of June 8, 2007 (the “Second Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This Certificate relates to $ principal amount of Notes held in the form of* a beneficial interest in a Global Note or* Certificated Notes by (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has fullyrequested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, absolutely, irrevocably and unconditionally guaranteed on without transfer (in satisfaction of Section 2.4 of the Second Supplemental Indenture). ¨ Such Note is being transferred to a senior basis the Guarantee Obligations “qualified institutional buyer” (as defined in Section 15.01 Rule 144A under the Securities Act), in reliance on Rule 144A. ¨ Such Note is being transferred to an institutional “accredited investor” (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act) which delivers a certificate to the Trustee in the form of Exhibit F to the Second Supplemental Indenture. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit G to the Second Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under the Securities Act. [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification.] ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification.] [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: *Check applicable box. The Bank of New York Trust Company, N.A. Attention: Corporate Trust Services Ladies and Gentlemen: Reference is hereby made to the Indenture), which include (i) the due and punctual payment dated as of the principal ofApril 18, premium, if any, and interest on the 4.500% Senior Notes due 2048 1997 (the “Original Indenture”), between the Issuer and The Bank of New York Trust Company, N.A. (successor to ▇.▇. ▇▇▇▇▇▇ Trust Company, successor trustee to Bank One, N.A., which was formerly known as Bank One, Columbus, N.A.), as trustee, as supplemented by the Second Supplemental Indenture, dated as of June 8, 2007 (the “Second Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This certificate is delivered to request a transfer of $ principal amount of the [Title of Notes”) ] of Essex PortfolioCardinal Health, L.P., a California limited partnership Inc. (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwiseand any guarantee thereof (the “Notes”). Upon transfer, the due and punctual payment of interest on Notes would be registered in the overdue principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations name of the Issuer, new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.you that:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note is issued in global form. The For value received, each Subsidiary Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of May 21, 2015 (the date hereof“Base Indenture”), among SM Energy Company, a Delaware corporation (the Guarantor“Company”), the Issuer (defined below) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture of even date therewith (the Base Indenture, as so amended and supplemented, being called the “Indenture”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis subject to the Guarantee Obligations (as defined provisions in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 (as defined in the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”Indenture), whether at maturityStated Maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and principal, premium, if anyand interest, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, Company to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, Indenture and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor Subsidiary Guarantors to the Holders of the Notes and to the Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article 15 Eleven of the Indenture and reference is hereby made to such the Indenture for the precise terms of this the Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this This Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor governed by and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged construed in accordance with the Indenture and shall inure to the benefit laws of the successors and assigns State of the Trustee and the Holders New York. [Insert Name of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.Guarantor] By: Name: Title: Dated:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note is issued in global form. The For value received, each Subsidiary Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of May 21, 2015 (the date hereof“Base Indenture”), among SM Energy Company, a Delaware corporation (the Guarantor“Company”), the Issuer (defined below) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Fourth Supplemental Indenture dated as of August 20, 2018 (the Base Indenture, as so amended and supplemented, being called the “Indenture”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis subject to the Guarantee Obligations (as defined provisions in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 (as defined in the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”Indenture), whether at maturityStated Maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and principal, premium, if anyand interest, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, Company to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, Indenture and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor Subsidiary Guarantors to the Holders of the Notes and to the Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article 15 Eleven of the Indenture and reference is hereby made to such the Indenture for the precise terms of this the Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this This Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor governed by and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged construed in accordance with the Indenture and shall inure to the benefit laws of the successors and assigns State of the Trustee and the Holders New York. [Insert Name of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.Guarantor] By: Name: Title: Dated:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive definitive Note, or exchanges of a part of another Global Note or Definitive definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. The For value received, each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the Second Supplemental Indenture dated as of February 25, 2015 (the date hereof“Supplemental Indenture”) among Suburban Propane Partners, among the GuarantorL.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban Propane, the Issuer (defined below“Issuers”) and U.S. The Bank National Associationof New York Mellon, as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and premiuminterest on the Notes, if any, and (to the extent permitted by law) interest on any overdue interest on the Notesif lawful, and the due and punctual performance of all other obligations of the Issuer, Issuers to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, Supplemental Indenture and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of the Notes and to the Trustee pursuant to this the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article 15 XII of the Supplemental Indenture and reference is hereby made to such the Supplemental Indenture for the precise terms of this the Subsidiary Guarantee. No pastEach Holder of a Note, present or future directorby accepting the same, officer, employee, incorporator or stockholder (direct or indirecta) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right agrees to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor bound by such provisions (b) authorizes and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the rights subordination as provided in the Supplemental Indenture and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by (c) appoints the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature attorney-in-fact of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCEsuch Holder for such purpose. Capitalized terms used but not defined herein have the same meanings given to them in the Supplemental Indenture. [NAME OF ▇▇▇▇▇▇▇▇▇(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture unless otherwise indicatedreferred to below (the “Trustee”).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note Ciena Corporation The Bank of New York Mellon Trust Company, N.A. Re: 3.75% Convertible Senior Notes due 2018 CONVERSION NOTICE (CUSIP 171779 AJ0) Reference is issued in global form. The Guarantor listed below (hereinafter referred hereby made to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated as of August 2, 2017 (the date hereof“Indenture”), among between Ciena Corporation, as issuer (the Guarantor“Company”), the Issuer (defined below) and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as trustee (the “IndentureTrustee”)). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis in the Guarantee Obligations principal amount of $ in such Note[s] or interests (as defined in Section 15.01 the “Conversion”) pursuant to Article 6 of the Indenture). In connection with the Conversion, which include (i) the due and punctual payment Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above, into cash, shares of Common Stock of the principal ofCompany or a combination thereof, premiumas applicable, if any, and interest on the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwiseIndenture. The obligations Owner directs that any cash payable and any shares of Common Stock of the Guarantor to the Holders of the Notes Company issuable and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding deliverable upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Conversion, together with any Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notesrepresenting any unconverted principal amount hereof, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend be delivered to and be vested registered in such transferee the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or assigneeNotes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all subject transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the terms and conditions hereofSecurities Exchange Act of 1934. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not Any amount required to be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed paid by the Trustee undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall Notes are to be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given registered in the Indenture unless otherwise indicated.name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Registered Note, or exchanges of a part of another Global Note or Definitive Registered Note for an interest in this Global Note, have been made: * This schedule should be included only if the Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee, Principal Paying Agent, Custodian or Common Depositary [Issuer address] [Trustee/Registrar address] Re: [$2,800,000,000 73/8% Senior Notes due 2021]1 [€1,750,000,000 7% Senior Notes due 2021]2 of WIND ACQUISITION FINANCE S.A. Reference is issued in global form. The Guarantor listed below (hereinafter referred hereby made to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated the date hereofas of April 23, among the Guarantor, the Issuer (defined below) and U.S. Bank National Association, as trustee 2014 (the “Indenture”)), has fullybetween, absolutelyinter alia, irrevocably and unconditionally guaranteed on Wind Acquisition Finance S.A., a senior basis public limited liability company (société anonyme) incorporated under the Guarantee Obligations (as defined in Section 15.01 laws of the Indenture)Grand Duchy of Luxembourg, which include (i) having its registered office at ▇▇-▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, L-2540 Luxembourg and registered with the due Luxembourg trade and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership companies register under number B109.825 (the “Issuer”), whether at maturityWIND Telecomunicazioni S.p.A., by acceleration, call for redemption or otherwise, a joint stock company organized as a società per azioni under the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations laws of the Issuer, to the Holders Republic of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity)Italy, as suchGuarantor, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the BNY Mellon Corporate Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Services Limited as Trustee, the rights The Bank of New York Mellon, London Branch as Principal Paying Agent and privileges herein conferred upon that party shall automatically extend to The Bank of New York Mellon (Luxembourg) S.A. as Luxembourg Listing Agent, Transfer Agent and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCERegistrar. Capitalized terms used but not defined herein shall have the same meanings given to them in the Indenture unless otherwise indicated.Indenture. , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of [$]1[€]2 in such Note[s] or interests (the “Transfer”), to (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Date of Exchange of this Global Note of this Global Note decrease (or increase) Custodian Ciena Corporation The Bank of New York Re: 0.875% Convertible Senior Notes due 2017 — REPURCHASE NOTICE (CUSIP 1▇▇▇▇▇▇▇▇) Reference is issued in global form. The Guarantor listed below (hereinafter referred hereby made to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated as of June 11, 2007 (the date hereof“Indenture”), among between Ciena Corporation, as issuer (the Guarantor“Company”), the Issuer (defined below) and U.S. The Bank National Associationof New York, as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used but not defined herein shall have the same meanings given to them in the Indenture Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Conversion”) pursuant to Article VI of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Applicable Conversion Rate. The Owner directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless otherwise indicated.a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note Global Crossing Limited ▇▇▇▇▇ Fargo Bank, N.A. Re: 5.0% Convertible Senior Notes due 2011 — REPURCHASE NOTICE (CUSIP ▇▇▇▇▇▇ ▇▇ 1) Reference is issued in global form. The Guarantor listed below (hereinafter referred hereby made to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated as of May 18, 2006 (the date hereof, among the Guarantor, the Issuer (defined below“Base Indenture”) and U.S. Bank National Associationthe Supplemental Indenture, dated as of May 30, 2006 (the “Supplemental Indenture” and, together with the Base Indenture, as the “Indenture”), each between Global Crossing Limited, as issuer (the “Company”), and ▇▇▇▇▇ Fargo Bank, N.A., as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis . Capitalized terms used but not defined herein shall have the Guarantee Obligations (as defined meanings given to them in Section 15.01 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 . (the “NotesOwner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of Essex Portfolio, L.P., a California limited partnership $ in such Note[s] or interests (the “IssuerConversion”), whether at maturity, by acceleration, call for redemption or otherwise) pursuant to Article VI of the Supplemental Indenture. In connection with the Conversion, the due and punctual payment Owner hereby certifies that, as Owner of interest on this Note, he/she hereby irrevocably exercises the overdue option to convert this Note, or such portion of this Note in the principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed amount designated above in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwiseIndenture. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth Owner directs that such shares, together with a check in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability payment for any obligations of the Guarantor under this Guarantee or the Indenture or for fractional share and any claim based onNotes representing any unconverted principal amount hereof, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend delivered to and be vested registered in such transferee the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or assigneeNotes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all subject transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the terms and conditions hereofSecurities Exchange Act of 1934. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not Any amount required to be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed paid by the Trustee undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall Notes are to be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given registered in the Indenture unless otherwise indicated.name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. (Signature Guaranteed) If only a portion of a Definitive Note is to be converted, please indicate:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note Security for an interest in another Global Note Security or for a Definitive certificated Note, or exchanges of a part of another Global Note Security or Definitive certificated Note for an interest in this Global NoteSecurity, have been made: * This schedule should be included only if the Note is issued in global form. The Guarantor listed below Re: Cardinal Health, Inc. (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns under Issuer”) Reference is hereby made to the Indenture, dated as of April 18, 1997 (the date hereof“Original Indenture”), among the Guarantor, between the Issuer and The Bank of New York Trust Company, N.A. (defined below) and U.S. successor to ▇.▇. ▇▇▇▇▇▇ Trust Company, successor trustee to Bank National AssociationOne, N.A., which was formerly known as Bank One, Columbus, N.A.), as trustee trustee, as supplemented by the First Supplemental Indenture, dated as of October 3, 2006 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This Certificate relates to $ principal amount of Notes held in the form of* a beneficial interest in a Global Note or* Certificated Notes by (the “Transferor”). The Transferor: ¨ has requested by written order that the Registrar deliver in exchange for its beneficial interest in the Global Note held by the Depositary a Certificated Note or Certificated Notes in definitive, registered form of authorized denominations and an aggregate number equal to its beneficial interest in such Global Note (or the portion thereof indicated above); or ¨ has fullyrequested by written order that the Registrar exchange or register the transfer of a Certificated Note or Certificated Notes. ¨ Such Note is being acquired for the Transferor’s own account, absolutely, irrevocably and unconditionally guaranteed on without transfer (in satisfaction of Section 2.4 of the First Supplemental Indenture). ¨ Such Note is being transferred to a senior basis the Guarantee Obligations “qualified institutional buyer” (as defined in Section 15.01 Rule 144A under the Securities Act), in reliance on Rule 144A. ¨ Such Note is being transferred to an institutional “accredited investor” (within the meaning of subparagraph (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act) which delivers a certificate to the Trustee in the form of Exhibit F to the First Supplemental Indenture. ¨ Such Note is being transferred in reliance on Regulation S under the Securities Act and a transfer certificate for Regulation S transfers in the form of Exhibit G to the First Supplemental Indenture accompanies this certification. ¨ Such Note is being transferred in reliance on Rule 144 under the Securities Act. [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification.] ¨ Such Note is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144A or Rule 144 under the Securities Act to a person other than an institutional “accredited investor.” [An Opinion of Counsel to the effect that such transfer does not require registration under the Securities Act accompanies this certification.] [INSERT NAME OF TRANSFEROR] By: [Authorized Signatory] Date: * Check applicable box. The Bank of New York Trust Company, N.A. Attention: Corporate Trust Services Ladies and Gentlemen: Reference is hereby made to the Indenture), which include (i) the due and punctual payment dated as of the principal ofApril 18, premium, if any, and interest on the 4.500% Senior Notes due 2048 1997 (the “Original Indenture”), between the Issuer and The Bank of New York Trust Company, N.A. (successor to ▇.▇. ▇▇▇▇▇▇ Trust Company, successor trustee to Bank One, N.A., which was formerly known as Bank One, Columbus, N.A.), as trustee, as supplemented by the First Supplemental Indenture, dated as of October 3, 2006 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This certificate is delivered to request a transfer of $ principal amount of the [Title of Notes”) ] of Essex PortfolioCardinal Health, L.P., a California limited partnership Inc. (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwiseand any guarantee thereof (the “Notes”). Upon transfer, the due and punctual payment of interest on Notes would be registered in the overdue principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations name of the Issuer, new beneficial owner as follows: Name: _____________________________ Address: ___________________________ Taxpayer ID Number: __________________ The undersigned represents and warrants to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.you that:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Date of Exchange Amount of Decrease in Principal Amount at Maturity of this Global Note is issued Amount of Increase in global form. The Principal Amount at Maturity of this Global Note Principal Amount Maturity of this Global Note Following such Decrease (or Increase) For value received, each Subsidiary Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under the Indenture) has, jointly and severally, fully and unconditionally and irrevocably guaranteed, to the extent set forth in the Indenture, dated as of May 21, 2015 (the date hereof“Base Indenture”), among SM Energy Company, a Delaware corporation (the Guarantor“Company”), the Issuer (defined below) and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Fifth Supplemental Indenture dated as of June 23, 2021 (the Base Indenture, as so amended and supplemented, being called the “Indenture”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis subject to the Guarantee Obligations (as defined provisions in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 (as defined in the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”Indenture), whether at maturityStated Maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and principal, premium, if anyand interest, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, Company to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, Indenture and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor Subsidiary Guarantors to the Holders of the Notes and to the Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article 15 Eleven of the Indenture and reference is hereby made to such the Indenture for the precise terms of this the Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this This Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor governed by and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged construed in accordance with the Indenture and shall inure to the benefit laws of the successors and assigns State of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereofNew York. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.Name: Title:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive definitive Note, or exchanges of a part of another Global Note or Definitive definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note is issued in global form. The For value received, each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of March 23, 2010 (the date hereof“Supplemental Indenture”) among Suburban Propane Partners, among the GuarantorL.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban Propane, the Issuer (defined below“Issuers”) and U.S. The Bank National Associationof New York Mellon, as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and premiuminterest on the Notes, if any, and (to the extent permitted by law) interest on any overdue interest on the Notesif lawful, and the due and punctual performance of all other obligations of the Issuer, Issuers to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, Supplemental Indenture and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of the Notes and to the Trustee pursuant to this the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article 15 XII of the Supplemental Indenture and reference is hereby made to such the Supplemental Indenture for the precise terms of this the Subsidiary Guarantee. No pastEach Holder of a Note, present or future directorby accepting the same, officer, employee, incorporator or stockholder (direct or indirecta) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right agrees to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor bound by such provisions (b) authorizes and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the rights subordination as provided in the Supplemental Indenture and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by (c) appoints the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature attorney-in-fact of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCEsuch Holder for such purpose. Capitalized terms used but not defined herein have the same meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture unless otherwise indicatedreferred to below (the “Trustee”).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Certificated Note, or exchanges of a part of another Global Note or Definitive Certificated Note for an interest in this Global Note, have been made: * This schedule should be included only if For value received, the Note is issued in global form. The Guarantor listed below undersigned, ▇▇▇▇▇▇’▇ Entertainment, Inc. (hereinafter referred to as the “Guarantor,” ”) (which term includes any successors or assigns successor person under the Indenture), has unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of June 9, 2006 (the date hereof“Indenture”), among ▇▇▇▇▇▇’▇ Operating Company, Inc. (the Guarantor“Company”), the Issuer (defined below) Guarantor and U.S. Bank National Association, as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations ) (as defined in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premium, if any, and interest on on, the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and premiuminterest on the Notes, if any, and (to the extent permitted by law) interest on any overdue interest on the Notesif lawful, and the due and punctual performance of all other obligations of the Issuer, Company to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, Indenture and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this the Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such the Indenture for the precise terms of this the Guarantee. No pastEach Holder of a Note, present or future directorby accepting the same, officer, employee, incorporator or stockholder (direct or indirecta) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right agrees to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of payment upon the Guarantor and its successors and assigns until full and final payment any defeasance of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged this Note in accordance with the Indenture and shall inure to the benefit provisions of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCEIndenture. Capitalized terms used but not defined herein have the same meanings given to them in the Indenture unless otherwise indicatedIndenture.

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note Ciena Corporation The Bank of New York Mellon Re: 4.0% Convertible Senior Notes due 2015 CONVERSION NOTICE (CUSIP [ ]) Reference is issued in global form. The Guarantor listed below (hereinafter referred hereby made to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated as of March 15, 2010 (the date hereof“Indenture”), among between Ciena Corporation, as issuer (the Guarantor“Company”), the Issuer (defined below) and U.S. The Bank National Associationof New York Mellon, as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used but not defined herein shall have the same meanings given to them in the Indenture Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Conversion”) pursuant to Article 6 of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to (x) the aggregate principal amount of Notes to be converted divided by 1,000 multiplied by (y) the Conversion Rate in effect on the Conversion Date. The Owner directs that such shares, together with a check in payment for any fractional shares, Make-whole Premium, or amount in lieu of any Additional Shares and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless otherwise indicated.a different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or Notes are to be registered in the name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive certificated Note, or exchanges of a part of another Global Note or Definitive certificated Note for an interest in this Global Note, have been made: * This schedule should Installments of principal on the within Note shall be included only if payable on each Principal Payment Date indicated below, and the Note is issued in global form. The Guarantor listed below (hereinafter referred to amount of each such installment shall be calculated as the “Guarantor,” which term includes product of the percentage specified below for such Principal Payment Date multiplied by the original principal amount of such Note (with any successors fraction of $1.00 being rounded upwards or assigns under downwards to the Indenture, dated the date hereof, among the Guarantor, the Issuer (defined below) and U.S. Bank National Association, nearest $1.00 as trustee (the “Indenture”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined provided in Section 15.01 4.01(c) of the Indenture)): Deutsche Bank Services Tennessee Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, which include (i) the due and punctual payment of the principal of▇▇ ▇▇▇ ▇▇▇▇▇ Attention: Transfer Department Re: Maritimes & Northeast Pipeline, premium, if any, and interest on the 4.500L.L.C % Senior Notes due 2048 (the “Notes”) Reference is hereby made to the Indenture dated as of Essex PortfolioMay 14, L.P., a California limited partnership 2009 (the “IssuerIndenture”)) between Maritimes & Northeast Pipeline, whether at maturityL.L.C. and Deutsche Bank Trust Company Americas, by acceleration, call for redemption or otherwise, as Trustee. Capitalized terms used but not defined herein shall have the due and punctual payment of interest on meanings given to them in the overdue Indenture. This letter relates to U.S.$ principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders amount of the Notes which are held in the form of the [Rule 144A] [Accredited Investor] Global Note (CUSIP No. [ ]) with the Depositary in the name or for the Trustee all account of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer or exchange of such beneficial interest for an interest in the Regulation S Temporary Global Note (CINS No. ) to be held with [Euroclear] [Clearstream Bank] (Common Code ) through the Depositary. In connection with such request and in respect of such Notes, the Transferor does hereby certify that such transfer or exchange has been effected in accordance with the terms transfer restrictions set forth in Article 15 of the Indenture, Indenture and (ii) in case of any extension of time of payment or renewal of any the Notes or any such other obligations, that the same shall be promptly paid in full when due or performed and pursuant to and in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations Regulation S under the Notes Securities Act, and Indenture or until legally discharged in accordance with accordingly the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it Transferor does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given in the Indenture unless otherwise indicated.hereby certify that:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive definitive Note, or exchanges of a part of another Global Note or Definitive definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. The For value received, each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the First Supplemental Indenture dated as of May 27, 2014 (the date hereof“Supplemental Indenture”) among Suburban Propane Partners, among the GuarantorL.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban Propane, the Issuer (defined below“Issuers”) and U.S. The Bank National Associationof New York Mellon, as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and premiuminterest on the Notes, if any, and (to the extent permitted by law) interest on any overdue interest on the Notesif lawful, and the due and punctual performance of all other obligations of the Issuer, Issuers to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, Supplemental Indenture and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of the Notes and to the Trustee pursuant to this the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article 15 XII of the Supplemental Indenture and reference is hereby made to such the Supplemental Indenture for the precise terms of this the Subsidiary Guarantee. No pastEach Holder of a Note, present or future directorby accepting the same, officer, employee, incorporator or stockholder (direct or indirecta) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right agrees to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor bound by such provisions (b) authorizes and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the rights subordination as provided in the Supplemental Indenture and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by (c) appoints the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature attorney-in-fact of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCEsuch Holder for such purpose. Capitalized terms used but not defined herein have the same meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture unless otherwise indicatedreferred to below (the “Trustee”).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note Ciena Corporation The Bank of New York Mellon Trust Company, N.A. Re: 3.75% Convertible Senior Notes due 2018 CONVERSION NOTICE (CUSIP 171779 AJ0) Reference is issued in global form. The Guarantor listed below (hereinafter referred hereby made to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated as of [ ], 2017 (the date hereof“Indenture”), among between Ciena Corporation, as issuer (the Guarantor“Company”), the Issuer (defined below) and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as trustee (the “IndentureTrustee”)). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis in the Guarantee Obligations principal amount of $ in such Note[s] or interests (as defined in Section 15.01 the “Conversion”) pursuant to Article 6 of the Indenture). In connection with the Conversion, which include (i) the due and punctual payment Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above, into cash, shares of Common Stock of the principal ofCompany or a combination thereof, premiumas applicable, if any, and interest on the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwiseIndenture. The obligations Owner directs that any cash payable and any shares of Common Stock of the Guarantor to the Holders of the Notes Company issuable and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding deliverable upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Conversion, together with any Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notesrepresenting any unconverted principal amount hereof, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend be delivered to and be vested registered in such transferee the name of the undersigned unless a different name has been indicated below. If shares of Common Stock or assigneeNotes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all subject transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an eligible guarantor institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the terms and conditions hereofSecurities Exchange Act of 1934. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not Any amount required to be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed paid by the Trustee undersigned on account of interest accompanies this Note. Dated: Signature(s) If shares of Common Stock or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall Notes are to be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used herein have the same meanings given registered in the Indenture unless otherwise indicated.name of a Person other than the Holder, please print such Person’s name and address: (Name) (Address) Social Security or other Identification Number, if any. [Signature Guaranteed] If only a portion of a Definitive Note is to be converted, please indicate:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note Stillwater Mining Company 1▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: J▇▇▇ ▇. ▇▇▇▇▇ Re: 1.875% Convertible Senior Notes due 2028 — CONVERSION NOTICE (CUSIP 86074Q AD4) Reference is issued in global form. The Guarantor listed below (hereinafter referred hereby made to as the “Guarantor,” which term includes any successors or assigns under the Indenture, dated as of March 12, 2008 (the date hereof“Indenture”), among between Stillwater Mining Company, as issuer (the Guarantor“Company”), the Issuer (defined below) and U.S. Bank National AssociationLaw Debenture Trust Company of New York, as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (i) the due and punctual payment of the principal of, premium, if any, and interest on the 4.500% Senior Notes due 2048 Deutsche Bank Trust Company Americas, as registrar (the “NotesRegistrar”) of Essex Portfolio), L.P., a California limited partnership conversion agent (the “IssuerConversion Agent”) and paying agent (the “Paying Agent”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuer, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, and (ii) in case of any extension of time of payment or renewal of any Notes or any such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration, call for redemption or otherwise. The obligations of the Guarantor to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 of the Indenture and reference is hereby made to such Indenture for the precise terms of this Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used but not defined herein shall have the same meanings given to them in the Indenture Indenture. _____________ (the “Owner”) owns and proposes to convert the Note[s] or interest in such Note[s] specified herein, in the principal amount of $ in such Note[s] or interests (the “Conversion”) pursuant to Article VI of the Indenture. In connection with the Conversion, the Owner hereby certifies that, as Owner of this Note, he/she hereby irrevocably exercises the option to convert this Note, or such portion of this Note in the principal amount designated above into the number of shares of Common Stock of the Company equal to the aggregate principal amount of Notes to be converted divided by the Applicable Conversion Price. The Owner directs that such shares, together with a check in payment for any fractional share and any Notes representing any unconverted principal amount hereof, be delivered to and be registered in the name of the undersigned unless otherwise indicateda different name has been indicated below. If shares of Common Stock or Notes are to be registered in the name of a Person other than the undersigned, (a) the undersigned will pay all transfer taxes payable with respect thereto and (b) signature(s) must be guaranteed by an Eligible Guarantor Institution with membership in an approved signature guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. Any amount required to be paid by the undersigned on account of interest accompanies this Note.

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made: * This schedule should be included only if the Note is issued in global form. The For value received, each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of April 25, 2011 (the date hereof“Indenture”) among Vail Resorts, among Inc., (the Guarantor“Company”), the Issuer (defined below) Guarantors party thereto and U.S. The Bank National Associationof New York Mellon Trust Company, N.A., as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premiumpremium and Additional Interest, if any, and interest on on, the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and premium, if any, and (to the extent permitted by law) interest on any overdue interest on the Notes, and the due and punctual performance of all other obligations of the Issuerif any, to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indentureif lawful, and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of the Notes and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article 15 12 of the Indenture and reference is hereby made to such the Indenture for the precise terms of this the Subsidiary Guarantee. No past, present or future director, officer, employee, incorporator or stockholder (direct or indirect) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCE. Capitalized terms used but not defined herein have the same meanings given to them in the Indenture unless otherwise indicatedIndenture. VAIL RESORTS, INC. 3▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Corporate Secretary THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ Attention: Corporate Trust Department Reference is hereby made to the Indenture, dated as of April 25, 2011 (the “Indenture”), among VAIL RESORTS, INC., as issuer (the “Company”), the Guarantors named on the signature pages thereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ___________________ (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________ (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE. The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive definitive Note, or exchanges of a part of another Global Note or Definitive definitive Note for an interest in this Global Note, have been made: Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount of this Global Note following such decrease (or increase) Signature of authorized officer of Trustee or Custodian * This schedule should be included only if the Note is issued in global form. The For value received, each Guarantor listed below (hereinafter referred to as the “Guarantor,” which term includes any successors or assigns successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Supplemental Indenture and subject to the provisions in the Third Supplemental Indenture dated as of February 14, 2017 (the date hereof“Supplemental Indenture”) among Suburban Propane Partners, among the GuarantorL.P. (“Suburban Propane”), Suburban Energy Finance Corp. (“Finance Corp.” and together with Suburban Propane, the Issuer (defined below“Issuers”) and U.S. The Bank National Associationof New York Mellon, as trustee (the “IndentureTrustee”)), has fully, absolutely, irrevocably and unconditionally guaranteed on a senior basis the Guarantee Obligations (as defined in Section 15.01 of the Indenture), which include (ia) the due and punctual payment of the principal of, premium, if any, premium and interest on on, the 4.500% Senior Notes due 2048 (the “Notes”) of Essex Portfolio, L.P., a California limited partnership (the “Issuer”), whether at maturity, by acceleration, call for redemption or otherwise, the due and punctual payment of interest on the overdue principal of and premiuminterest on the Notes, if any, and (to the extent permitted by law) interest on any overdue interest on the Notesif lawful, and the due and punctual performance of all other obligations of the Issuer, Issuers to the Holders of the Notes or the Trustee all in accordance with the terms set forth in Article 15 of the Indenture, Supplemental Indenture and (iib) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption acceleration or otherwise. The obligations of the Guarantor Guarantors to the Holders of the Notes and to the Trustee pursuant to this the Subsidiary Guarantee and the Supplemental Indenture are expressly set forth in Article 15 XII of the Supplemental Indenture and reference is hereby made to such the Supplemental Indenture for the precise terms of this the Subsidiary Guarantee. No pastEach Holder of a Note, present or future directorby accepting the same, officer, employee, incorporator or stockholder (direct or indirecta) of the Guarantor (or any such successor entity), as such, shall have any liability for any obligations of the Guarantor under this Guarantee or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right agrees to require a proceeding first against the Issuer, the benefit of discussion, protest or notice with respect to the Notes and all demands whatsoever. This is a continuing Guarantee and shall remain in full force and effect and shall be binding upon the Guarantor bound by such provisions (b) authorizes and its successors and assigns until full and final payment of all of the Issuer’s obligations under the Notes and Indenture or until legally discharged in accordance with the Indenture and shall inure to the benefit of the successors and assigns of the Trustee and the Holders of the Notes, and, in the event of any transfer or assignment of rights by any Holder of the Notes or directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the rights subordination as provided in the Supplemental Indenture and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. This is a Guarantee of payment and performance and not of collectability. This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is noted shall have been executed by (c) appoints the Trustee or a duly authorized authenticating agent under the Indenture by the manual signature attorney-in-fact of one of its authorized officers. The obligations of the Guarantor under this Guarantee shall be limited to the extent necessary to insure that it does not constitute a fraudulent conveyance under applicable law. THE TERMS OF ARTICLE 15 OF THE INDENTURE ARE INCORPORATED HEREIN BY REFERENCEsuch Holder for such purpose. Capitalized terms used but not defined herein have the same meanings given to them in the Supplemental Indenture. [NAME OF GUARANTOR(S)] By: Name: Title: SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , 20 , among (the “Guarantor”) (a subsidiary of Suburban Propane Partners, L.P. (or its permitted successor)), Suburban Propane Partners, L.P., a Delaware limited partnership (“Suburban Propane”), Suburban Energy Finance Corp., a Delaware corporation (“Finance Corp.” and together with Suburban Propane, the “Issuers”), and The Bank of New York Mellon, as trustee under the Indenture unless otherwise indicatedreferred to below (the “Trustee”).