EX-4.1



 Exhibit 4.1 

BioMarin Pharmaceutical Inc. 

INDENTURE 
 Dated as of
October     , 2013 
 Wilmington Trust, National Association, 

a national banking association, as 

Trustee 







 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
			
	 ARTICLE 1.
	  	DEFINITIONS AND INCORPORATION BY REFERENCE	  	 	1	  
			
	 Section 1.1
	  	Definitions	  	 	1	  
			
	 Section 1.2
	  	Other Definitions	  	 	4	  
			
	 Section 1.3
	  	Incorporation by Reference of Trust Indenture Act	  	 	5	  
			
	 Section 1.4
	  	Rules of Construction	  	 	5	  
			
	 ARTICLE 2.
	  	THE SECURITIES	  	 	6	  
			
	 Section 2.1
	  	Issuable in Series	  	 	6	  
			
	 Section 2.2
	  	Establishment of Terms of Series of Securities	  	 	6	  
			
	 Section 2.3
	  	Execution and Authentication	  	 	8	  
			
	 Section 2.4
	  	Registrar and Paying Agent	  	 	9	  
			
	 Section 2.5
	  	Paying Agent to Hold Money in Trust	  	 	10	  
			
	 Section 2.6
	  	Securityholder Lists	  	 	10	  
			
	 Section 2.7
	  	Transfer and Exchange	  	 	10	  
			
	 Section 2.8
	  	Mutilated, Destroyed, Lost and Stolen Securities	  	 	10	  
			
	 Section 2.9
	  	Outstanding Securities	  	 	11	  
			
	 Section 2.10
	  	Treasury Securities	  	 	12	  
			
	 Section 2.11
	  	Temporary Securities	  	 	12	  
			
	 Section 2.12
	  	Cancellation	  	 	12	  
			
	 Section 2.13
	  	Defaulted Interest	  	 	12	  
			
	 Section 2.14
	  	Global Securities	  	 	13	  
			
	 Section 2.15
	  	CUSIP Numbers	  	 	14	  
			
	 ARTICLE 3.
	  	REDEMPTION	  	 	14	  
			
	 Section 3.1
	  	Notice to Trustee	  	 	14	  
			
	 Section 3.2
	  	Selection of Securities to be Redeemed	  	 	14	  
			
	 Section 3.3
	  	Notice of Redemption	  	 	15	  
			
	 Section 3.4
	  	Effect of Notice of Redemption	  	 	16	  
			
	 Section 3.5
	  	Deposit of Redemption Price	  	 	16	  
			
	 Section 3.6
	  	Securities Redeemed in Part	  	 	16	  
			
	 ARTICLE 4.
	  	COVENANTS	  	 	16	  
			
	 Section 4.1
	  	Payment of Principal and Interest	  	 	16	  
			
	 Section 4.2
	  	SEC Reports	  	 	16	  


  
 -i- 









 TABLE OF CONTENTS 

(Continued) 
  


							
	 	  	 	  	Page	 
			
	 Section 4.3
	  	Compliance Certificate and Notice of Defaults	  	 	16	  
			
	 Section 4.4
	  	Stay, Extension and Usury Laws	  	 	17	  
			
	 Section 4.5
	  	Corporate Existence	  	 	17	  
			
	 Section 4.6
	  	Taxes	  	 	17	  
			
	 ARTICLE 5.
	  	SUCCESSORS	  	 	18	  
			
	 Section 5.1
	  	When Company May Merge, Etc	  	 	18	  
			
	 Section 5.2
	  	Successor Corporation Substituted	  	 	18	  
			
	 ARTICLE 6.
	  	DEFAULTS AND REMEDIES	  	 	18	  
			
	 Section 6.1
	  	Events of Default	  	 	18	  
			
	 Section 6.2
	  	Acceleration of Maturity; Rescission and Annulment	  	 	20	  
			
	 Section 6.3
	  	Collection of Indebtedness and Suits for Enforcement by Trustee	  	 	21	  
			
	 Section 6.4
	  	Trustee May File Proofs of Claim	  	 	22	  
			
	 Section 6.5
	  	Trustee May Enforce Claims Without Possession of Securities	  	 	22	  
			
	 Section 6.6
	  	Application of Money Collected	  	 	22	  
			
	 Section 6.7
	  	Limitation on Suits	  	 	23	  
			
	 Section 6.8
	  	Unconditional Right of Holders to Receive Principal and Interest	  	 	23	  
			
	 Section 6.9
	  	Restoration of Rights and Remedies	  	 	24	  
			
	 Section 6.10
	  	Rights and Remedies Cumulative	  	 	24	  
			
	 Section 6.11
	  	Delay or Omission Not Waiver	  	 	24	  
			
	 Section 6.12
	  	Control by Holders	  	 	24	  
			
	 Section 6.13
	  	Waiver of Past Defaults	  	 	25	  
			
	 Section 6.14
	  	Undertaking for Costs	  	 	25	  
			
	 ARTICLE 7.
	  	TRUSTEE	  	 	25	  
			
	 Section 7.1
	  	Duties of Trustee	  	 	25	  
			
	 Section 7.2
	  	Rights of Trustee	  	 	27	  
			
	 Section 7.3
	  	Individual Rights of Trustee	  	 	28	  
			
	 Section 7.4
	  	Trustee’s Disclaimer	  	 	28	  
			
	 Section 7.5
	  	Notice of Defaults	  	 	28	  
			
	 Section 7.6
	  	Reports by Trustee to Holders	  	 	28	  


  
 -ii- 









 TABLE OF CONTENTS 

(Continued) 
  


							
	 	  	 	  	Page	 
			
	 Section 7.7
	  	Compensation and Indemnity	  	 	28	  
			
	 Section 7.8
	  	Replacement of Trustee	  	 	29	  
			
	 Section 7.9
	  	Successor Trustee by Merger, Etc	  	 	30	  
			
	 Section 7.10
	  	Eligibility; Disqualification	  	 	31	  
			
	 Section 7.11
	  	Preferential Collection of Claims Against Company	  	 	31	  
			
	 ARTICLE 8.
	  	SATISFACTION AND DISCHARGE; DEFEASANCE	  	 	31	  
			
	 Section 8.1
	  	Satisfaction and Discharge of Indenture	  	 	31	  
			
	 Section 8.2
	  	Application of Trust Funds; Indemnification	  	 	32	  
			
	 Section 8.3
	  	Legal Defeasance of Securities of any Series	  	 	33	  
			
	 Section 8.4
	  	Covenant Defeasance	  	 	35	  
			
	 Section 8.5
	  	Repayment to Company	  	 	36	  
			
	 Section 8.6
	  	Reinstatement	  	 	36	  
			
	 ARTICLE 9.
	  	AMENDMENTS AND WAIVERS	  	 	37	  
			
	 Section 9.1
	  	Without Consent of Holders	  	 	37	  
			
	 Section 9.2
	  	With Consent of Holders	  	 	37	  
			
	 Section 9.3
	  	Limitations	  	 	38	  
			
	 Section 9.4
	  	Compliance with Trust Indenture Act	  	 	38	  
			
	 Section 9.5
	  	Revocation and Effect of Consents	  	 	38	  
			
	 Section 9.6
	  	Notation on or Exchange of Securities	  	 	39	  
			
	 Section 9.7
	  	Trustee Protected	  	 	39	  
			
	 ARTICLE 10.
	  	MISCELLANEOUS	  	 	39	  
			
	 Section 10.1
	  	Trust Indenture Act Controls	  	 	39	  
			
	 Section 10.2
	  	Notices	  	 	40	  
			
	 Section 10.3
	  	Communication by Holders with Other Holders	  	 	41	  
			
	 Section 10.4
	  	Certificate and Opinion as to Conditions Precedent	  	 	41	  
			
	 Section 10.5
	  	Statements Required in Certificate or Opinion	  	 	41	  
			
	 Section 10.6
	  	Rules by Trustee and Agents	  	 	42	  
			
	 Section 10.7
	  	Legal Holidays	  	 	42	  
			
	 Section 10.8
	  	No Recourse Against Others	  	 	42	  
			
	 Section 10.9
	  	Counterparts	  	 	42	  
			
	 Section 10.10
	  	Governing Laws	  	 	42	  


  
 -iii- 









 TABLE OF CONTENTS 

(Continued) 
  


							
	 	  	 	  	Page	 
			
	 Section 10.11
	  	No Adverse Interpretation of Other Agreements	  	 	42	  
			
	 Section 10.12
	  	Successors	  	 	42	  
			
	 Section 10.13
	  	Severability	  	 	43	  
			
	 Section 10.14
	  	Table of Contents, Headings, Etc	  	 	43	  
			
	 ARTICLE 11.
	  	SINKING FUNDS	  	 	43	  
			
	 Section 11.1
	  	Applicability of Article	  	 	43	  
			
	 Section 11.2
	  	Satisfaction of Sinking Fund Payments with Securities	  	 	43	  
			
	 Section 11.3
	  	Redemption of Securities for Sinking Fund	  	 	44	  


  
 -iv- 








 BioMarin Pharmaceutical Inc. 

Reconciliation and tie between Trust Indenture Act of 1939 and 

Indenture, dated as of October     , 2013 
  

			
	§ 310(a)(1)	  	7.10
	(a)(2)	  	7.10
	(a)(3)	  	Not Applicable
	(a)(4)	  	Not Applicable
	(a)(5)	  	7.10
	(b)	  	7.10
	§ 311(a)	  	7.11
	(b)	  	7.11
	(c)	  	Not Applicable
	§ 312(a)	  	2.6
	(b)	  	10.3
	(c)	  	10.3
	§ 313(a)	  	7.6
	(b)(1)	  	7.6
	(b)(2)	  	7.6
	(c)(1)	  	7.6
	(d)	  	7.6
	§ 314(a)	  	4.2, 10.5
	(b)	  	Not Applicable
	(c)(1)	  	10.4
	(c)(2)	  	10.4
	(c)(3)	  	Not Applicable
	(d)	  	Not Applicable
	(e)	  	10.5
	(f)	  	Not Applicable
	§ 315(a)	  	7.1
	(b)	  	7.5
	(c)	  	7.1
	(d)	  	7.1
	(e)	  	6.14
	§ 316(a)	  	2.10
	(a)(1)(A)	  	6.12
	(a)(1)(B)	  	6.13
	(b)	  	6.8
	§ 317(a)(1)	  	6.3
	(a)(2)	  	6.4
	(b)	  	2.5
	§ 318(a)	  	10.1

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

  
 -v- 








 Indenture dated as of October     , 2013, between BioMarin Pharmaceutical
Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (“Trustee”). 

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued
under this Indenture. 
 ARTICLE 1. 

DEFINITIONS AND INCORPORATION BY REFERENCE 
  

	Section 1.1	Definitions. 

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

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

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

“Board of Directors” means the Board of Directors of the Company or any duly authorized committee thereof. 

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

“Business Day” means, unless otherwise provided by Board Resolution, Officers’ Certificate pursuant to authority granted by a
Board Resolution or supplemental indenture hereto for a particular Series, any day except a Saturday, Sunday or a legal holiday in the City of New York, a place of payment on the Securities, or the City of San Rafael, California on which banking
institutions are authorized or required by law, regulation or executive order to close. 
 “Company” means the party named as such
above until a successor replaces it and thereafter means the successor. 
 “Company Order” means a written order signed in the
name of the Company by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer. 







 “Company Request” means a written request signed in the name of the Company by its
Chairman of the Board, a President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee. 

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be
principally administered. 
 “Debt” of any person as of any date means, without duplication, all indebtedness of such person in
respect of borrowed money, including all interest, fees and expenses owed in respect thereto (whether or not the recourse of the lender is to the whole of the assets of such person or only to a portion thereof), or evidenced by bonds, notes,
debentures or similar instruments. 
 “Default” means any event which is, or after notice or passage of time would be, an Event of
Default. 
 “Depositary” means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of
one or more Global Securities, the person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act; and if at any time there is more than one such person,
“Depositary” as used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series. 

“Discount Security” means any Security that provides for an amount less than the stated principal amount thereof to be due and
payable upon declaration of acceleration of the maturity thereof pursuant to Section 6.2. 
 “Dollars” means the currency of
The United States of America. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

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

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

“Indenture” means this Indenture as amended from time to time and shall include the form and terms of particular Series of
Securities established as contemplated hereunder. 
 “interest” with respect to any Discount Security which by its terms bears
interest only after Maturity, means interest payable after Maturity. 
 “Maturity,” when used with respect to any Security or
installment of principal thereof, means the date on which the principal of such Security or such installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call
for redemption, notice of option to elect repayment or otherwise. 

  
 2 








 “Officer” means the Chairman of the Board, any President, any Vice-President, the
Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company. 
 “Officers’ Certificate” means
a certificate signed by two Officers, one of whom must be the Company’s principal executive officer, principal financial officer or principal accounting officer that meets the requirements set forth in this Indenture, including without
limitation Section 10.5 hereof. 
 “Opinion of Counsel” means a written opinion of legal counsel who is reasonably acceptable
to the Trustee, that meets the requirements set forth in this Indenture, including without limitation the requirements set forth in Section 10.5 hereof. The counsel may be an employee of or counsel to the Company. 

“person” means any individual, corporation, partnership, joint venture, association, limited liability company, joint-stock company,
trust, unincorporated organization or government or any agency or political subdivision thereof. 
 “principal” of a Security
means the principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security. 

“Responsible Officer” means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) and
also means, with respect to a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge of and familiarity with a particular subject. 

“SEC” means the Securities and Exchange Commission. 

“Securities” means the debentures, notes or other debt instruments of the Company of any Series authenticated and delivered under
this Indenture. 
 “Series” or “Series of Securities” means each series of debentures, notes or other debt instruments
of the Company created pursuant to Sections 2.1 and 2.2 hereof. 
 “Significant Subsidiary” means (i) any direct or indirect
Subsidiary of the Company that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended, as such regulation is in effect on the date hereof, or
(ii) any group of direct or indirect Subsidiaries of the Company that, taken together as a group, would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of
1933, as amended, as such regulation is in effect on the date hereof. 
 “Stated Maturity” when used with respect to any Security
or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable. 

  
 3 








 “Subsidiary” of any specified person means any corporation of which at least a majority
of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by such person, or by one or more other Subsidiaries, or by such person and one or more other Subsidiaries. 

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

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

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

	Section 1.2	Other Definitions. 

  

			
	 TERM
	  	DEFINED IN SECTION
	 “Bankruptcy Law”
	  	6.1
	 “Custodian”
	  	6.1
	 “Event of Default”
	  	6.1
	 “Legal Holiday”
	  	10.7
	 “mandatory sinking fund payment”
	  	11.1
	 “optional sinking fund payment”
	  	11.1
	 “Paying Agent”
	  	2.4
	 “Registrar”
	  	2.4
	 “Service Agent”
	  	2.4
	 “successor person”
	  	5.1


  
 4 









	Section 1.3	Incorporation by Reference of Trust Indenture Act. 

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

“Commission” means the SEC. 

“indenture securities” means the Securities. 

“indenture security holder” means a Securityholder. 

“indenture to be qualified” means this Indenture. 

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

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

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

	Section 1.4	Rules of Construction. 

 Unless the context otherwise requires: 

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

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

(c) references to “generally accepted accounting principles” shall mean generally accepted accounting principles in effect as of the
time when and for the period as to which such accounting principles are to be applied; 
 (d) “or” is not exclusive; 

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

(f) provisions apply to successive events and transactions. 

  
 5 








 ARTICLE 2. 

THE SECURITIES 
  

	Section 2.1	Issuable in Series. 

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

	Section 2.2	Establishment of Terms of Series of Securities. 

 At or prior to the issuance of any
Securities within a Series, the following shall be established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within the Series or as to the Series generally in the case of Subsections 2.2.2 through
2.2.22) by a Board Resolution or a supplemental indenture or set forth in an Officers’ Certificate pursuant to authority granted under a Board Resolution: 

2.2.1 the title of the Series (which shall distinguish the Securities of that particular Series from the Securities of any other Series); 

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

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

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

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

2.2.6 the place or places where the principal of and interest, if any, on the Securities of the Series shall be payable, or the method of such
payment, if by wire transfer, mail or other means; 

  
 6 








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

2.2.9 the dates, if any, on which and the price or prices at which the Securities of the Series will be repurchased by the Company at the
option of the Holders thereof and other detailed terms and provisions of such repurchase obligations; 
 2.2.10 if other than denominations
of $1,000 and any integral multiple thereof, the denominations in which the Securities of the Series shall be issuable; 
 2.2.11 the forms
of the Securities of the Series in fully registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities); 

2.2.12 if other than the principal amount thereof, the portion of the principal amount of the Securities of the Series that shall be payable
upon declaration of acceleration of the maturity thereof pursuant to Section 6.2; 
 2.2.13 the currency of denomination of the
Securities of the Series, which shall be Dollars; 
 2.2.14 the designation of the currency, currencies or currency units in which payment
of the principal of and interest, if any, on the Securities of the Series will be made; 
 2.2.15 if payments of principal of or interest,
if any, on the Securities of the Series are to be made in one or more currencies or currency units other than that or those in which such Securities are denominated, the manner in which the exchange rate with respect to such payments will be
determined; 
 2.2.16 the manner in which the amounts of payment of principal of or interest, if any, on the Securities of the Series will
be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; 

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

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

  
 7 








 2.2.19 any addition to or change in the covenants set forth in Articles IV or V which applies to
Securities of the Series; 
 2.2.20 any other terms of the Securities of the Series (which terms shall not be inconsistent with the
provisions of this Indenture, except as permitted by Section 9.1, but which may modify or delete any provision of this Indenture insofar as it applies to such Series); and 

2.2.21 any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to Securities of such
Series if other than those appointed herein. 
 All Securities of any one Series need not be issued at the same time and may be issued from
time to time, consistent with the terms of this Indenture, if so provided by or pursuant to the Board Resolution, supplemental indenture or Officers’ Certificate pursuant to authority granted by a Board Resolution referred to above, and the
authorized principal amount of any Series may not be increased to provide for issuances of additional Securities of such Series, unless otherwise provided in such Board Resolution, supplemental indenture or Officers’ Certificate. 

 

	Section 2.3	Execution and Authentication. 

 Two Officers shall sign the Securities for the Company by
manual or facsimile signature. 
 If an Officer whose signature is on a Security no longer holds that office at the time the Security is
authenticated, the Security shall nevertheless be valid. 
 A Security shall not be valid until authenticated by the manual signature of the
Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. 

The Trustee shall at any time, and from time to time, authenticate Securities for original issue that may be validly issued under this
Indenture as provided in the relevant Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order, in the principal amount stated in such Company Order. Each Security shall be dated
the date of its authentication unless otherwise provided by a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate. 

The aggregate principal amount of Securities of any Series outstanding at any time may not exceed any limit upon the maximum principal amount
for such Series set forth in the Board Resolution, supplemental indenture hereto or Officers’ Certificate delivered pursuant to Section 2.2 and in the Company Order delivered pursuant to this Section 2.3, except as provided in
Section 2.8. 
 Prior to the issuance of Securities of any Series, the Trustee shall have received and (subject to Section 7.2)
shall be fully protected in relying on: (a) the Board Resolution, supplemental indenture hereto or Officers’ Certificate (together with the Board Resolution granting authority therefor) establishing the form of the Securities of that
Series or of Securities 

  
 8 








 
within that Series and the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, (c) an Opinion
of Counsel complying with Section 10.4, and (d) the Company Order delivered pursuant to this Section 2.3. 
 The Trustee
shall have the right to decline to authenticate and make available for delivery any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in
good faith shall determine that such action would expose the Trustee to personal liability to Holders of any then outstanding Series of Securities. 

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate Securities. An authenticating agent may
authenticate Securities whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with the Company or an
Affiliate. 
  

	Section 2.4	Registrar and Paying Agent. 

 The Company shall maintain, with respect to each Series of
Securities, at the place or places specified with respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or surrendered for payment (“Paying Agent”), where Securities of
such Series may be surrendered for registration of transfer or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and this Indenture may be served (“Service
Agent”). The Registrar shall keep a register with respect to each Series of Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and any change in the name or
address, of each Registrar, Paying Agent or Service Agent. If at any time the Company shall fail to maintain any such required Registrar, Paying Agent or Service Agent or shall fail to furnish the Trustee with the name and address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 

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

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

  
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	Section 2.5	Paying Agent to Hold Money in Trust. 

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

	Section 2.6	Securityholder Lists. 

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

	Section 2.7	Transfer and Exchange. 

 Where Securities of a Series are presented to the Registrar or a
co-registrar with a request to register a transfer or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met.
To permit registrations of transfers and exchanges, the Trustee shall authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange (except as otherwise expressly permitted
herein), but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable upon exchanges
pursuant to Sections 2.11, 3.6 or 9.6). 
 Neither the Company nor the Registrar shall be required (a) to issue, register the transfer
of, or exchange Securities of any Series for the period beginning at the opening of business fifteen days immediately preceding the sending of a notice of redemption of Securities of that Series selected for redemption and ending at the close of
business on the day such notice is sent, or (b) to register the transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion being redeemed of any such Securities selected, called or
being called for redemption in part. 
  

	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities. 

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

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

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay such Security. 
 Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

Every new Security of any Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that Series duly issued hereunder. 
 The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. 
  

	Section 2.9	Outstanding Securities. 

 The Securities outstanding at any time are all the Securities
authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance with the provisions hereof and those described in this
Section as not outstanding. 
 If a Security is replaced pursuant to Section 2.8, it ceases to be outstanding until the Trustee
receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser. 
 If the Paying Agent (other than the
Company, a Subsidiary or an Affiliate of any thereof) holds on the Maturity of Securities of a Series money sufficient to pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and
interest on them ceases to accrue. 

  
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 A Security does not cease to be outstanding because the Company or an Affiliate holds the
Security. 
 In determining whether the Holders of the requisite principal amount of outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the Maturity thereof pursuant to Section 6.2. 
  

	Section 2.10	Treasury Securities. 

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

 

	Section 2.11	Temporary Securities. 

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

	Section 2.12	Cancellation. 

 The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities surrendered for transfer, exchange, payment,
replacement or cancellation and will dispose of such canceled Securities in accordance with its customary practice (subject to the record retention requirement of the Exchange Act) and deliver a certificate of such destruction to the Company, at its
request, unless the Company otherwise directs. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation. 
  

	Section 2.13	Defaulted Interest. 

 If the Company defaults in a payment of interest on a Series of
Securities, it shall pay the defaulted interest, plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the Series on a subsequent special record date. The Company shall fix
the record date and payment date. At least 30 days before the record date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the record date, the payment date and the amount of interest to be paid.
The Company may pay defaulted interest in any other lawful manner. 

  
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	Section 2.14	Global Securities. 

 2.14.1 Terms of Securities. A Board Resolution, a
supplemental indenture hereto or an Officers’ Certificate pursuant to authority granted by a Board Resolution shall establish whether the Securities of a Series shall be issued in whole or in part in the form of one or more Global Securities
and the Depositary for such Global Security or Securities. 
 2.14.2 Transfer and Exchange. Notwithstanding any provisions to the
contrary contained in Section 2.7 of the Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of the Indenture for Securities registered in the names of Holders other than the Depositary for
such Security or its nominee only if (i) such Depositary notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security and the Company delivers such notice to the Trustee or if at any time such
Depositary ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary within 90 days of such event, (ii) the Company executes and delivers to the Trustee an
Officers’ Certificate to the effect that such Global Security shall be so exchangeable or (iii) an Event of Default with respect to the Securities represented by such Global Security shall have happened and be continuing and the Registrar
receives notice from the Depositary for the issuance of definitively registered Securities in exchange for the Global Security. Any Global Security that is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities
registered in such names as the Depositary shall direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. 

Except as provided in this Section 2.14.2, a Global Security may not be transferred except as a whole by the Depositary with respect to
such Global Security to a nominee of such Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such a successor
Depositary. 
 2.14.3 Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form: 

“This Security is a Global Security within the meaning of the Indenture hereinafter referred to and is registered in the name of the
Depositary or a nominee of the Depositary. This Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture, and may not be
transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of
such a successor Depositary. “ 
 2.14.4 Acts of Holders. The Depositary, as a Holder, may appoint agents and otherwise
authorize participants to give or take any request, demand, authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under the Indenture. 

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

2.14.6 Consents, Declaration and Directions. Except as provided in Section 2.14.5, the Company, the Trustee and any Agent shall
treat a person as the Holder of such principal amount of outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary with respect to such Global Security, for purposes of
obtaining any consents, declarations, waivers or directions required to be given by the Holders pursuant to this Indenture. 
  

	Section 2.15	CUSIP Numbers. 

 The Company in issuing the Securities may use “CUSIP” numbers
(if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such
numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. 
 ARTICLE 3. 

REDEMPTION 
  

	Section 3.1	Notice to Trustee. 

 The Company may, with respect to any Series of Securities, reserve
the right to redeem and pay the Series of Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at such time and on such terms as provided for in such Securities. If a Series
of Securities is redeemable and the Company wants or is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such Securities, it shall notify the Trustee in writing of the
redemption date and the aggregate principal amount of the Series of Securities to be redeemed. The Company shall give the notice at least 45 days before the redemption date (or such shorter notice as may be acceptable to the Trustee). 

 

	Section 3.2	Selection of Securities to be Redeemed. 

 Unless otherwise indicated for a particular
Series by a Board Resolution, a supplemental indenture or an Officers’ Certificate pursuant to authority granted by a Board Resolution, if less than all the Securities of a Series are to be redeemed, the Securities of the Series to be redeemed
will be selected as follows: (a) if the Securities are in the form of Global Securities or if otherwise applicable, in accordance with the procedures of the Depositary, (b) if the Securities are listed on any national securities exchange,
in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed, or (c) if 

  
 14 








 
not otherwise provided for under clause (a) or (b), by lot, on a pro rata basis or in another manner that the Company deems fair and appropriate. The Securities to be redeemed shall be
selected from Securities of the Series outstanding not previously called for redemption. Portions of the principal of Securities of the Series that have denominations larger than $1,000 may be selected for redemption. Securities of the Series and
portions of them selected for redemption shall be in amounts of $1,000 or whole multiples of $1,000 or, with respect to Securities of any Series issuable in other denominations pursuant to Section 2.2.10, the minimum principal denomination for
each Series and integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for redemption also apply to portions of Securities of that Series called for redemption. 

 

	Section 3.3	Notice of Redemption. 

 Unless otherwise indicated for a particular Series by Board
Resolution, a supplemental indenture hereto or an Officers’ Certificate pursuant to authority granted by a Board Resolution, at least 30 days but not more than 60 days before a redemption date, the Company shall send or cause to be sent by
first-class mail or electronically, in accordance with the procedures of the Depositary, a notice of redemption to each Holder whose name appears on the register kept by the Registrar and whose Securities are to be redeemed, except that redemption
notices may be sent more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Securities or a satisfaction and discharge of the Indenture. 

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

(a) the redemption date; 
 (b)
the redemption price; 
 (c) if any Security is being redeemed in part, the portion of the principal amount of such Security to be redeemed
and that, after the redemption date upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Security; 

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

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

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

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

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense; provided,
however, at least 45 days prior to the redemption 

  
 15 








 
date (or such shorter notice as may be acceptable to the Trustee), the Company has delivered to the Trustee an Officer’s Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding paragraph. 
  

	Section 3.4	Effect of Notice of Redemption. 

 Once notice of redemption is sent as provided in
Section 3.3, Securities of a Series called for redemption become due and payable on the redemption date and at the redemption price. A notice of redemption may not be conditional. Upon surrender to the Paying Agent, such Securities shall be
paid at the redemption price plus accrued interest to the redemption date. 
  

	Section 3.5	Deposit of Redemption Price. 

 One Business Day prior to the redemption date, the Company
shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date. 
  

	Section 3.6	Securities Redeemed in Part. 

 Upon surrender of a Security that is redeemed in part, the
Company will issue and, upon receipt of a Company Order, the Trustee shall authenticate for the Holder a new Security of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered. 

ARTICLE 4. 
 COVENANTS 

 

	Section 4.1	Payment of Principal and Interest. 

 The Company covenants and agrees for the benefit of
the Holders of each Series of Securities that it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms of such Securities and this Indenture. 

 

	Section 4.2	SEC Reports. 

 The Company shall deliver to the Trustee within 15 days after it files
them with the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA § 314(a). 
  

	Section 4.3	Compliance Certificate and Notice of Defaults. 

 The Company shall deliver to the
Trustee, within 90 days after the end of each fiscal year of the Company, an Officers’ Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officers with a view to determining whether the Company has kept, 

  
 16 








 
observed, performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his knowledge the Company has
kept, observed, performed and fulfilled each and every covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have
occurred, describing all such Defaults or Events of Default of which he may have knowledge). 
 The Company will, so long as any of the
Securities are outstanding, deliver to the Trustee, within five Business Days of becoming aware of any Default or Event of Default, an Officers’ Certificate specifying such Default or Event of Default and what action the Company is taking or
proposes to take with respect thereto. 
  

	Section 4.4	Stay, Extension and Usury Laws. 

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

 

	Section 4.5	Corporate Existence. 

 Subject to Article V, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership or other existence of each Significant Subsidiary in accordance with the respective organizational documents of each Significant
Subsidiary and the rights (charter and statutory), licenses and franchises of the Company and its Significant Subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any Significant Subsidiary, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries taken as a whole and that
the loss thereof is not adverse in any material respect to the Holders. 
  

	Section 4.6	Taxes. 

 The Company shall, and shall cause each of its Significant Subsidiaries to, pay
prior to delinquency all taxes, assessments and governmental levies, except as contested in good faith and by appropriate proceedings. 

  
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 ARTICLE 5. 

SUCCESSORS 
  

	Section 5.1	When Company May Merge, Etc. 

 The Company shall not consolidate with or merge into, or
convey, transfer or lease all or substantially all of its properties and assets to, any person (a “successor person”), and may not permit any person to merge into, or convey, transfer or lease its properties and assets substantially as an
entirety to, the Company, unless: 
 (a) the successor person (if any) is a corporation, partnership, trust or other entity organized and
validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this Indenture and 

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

The Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate pursuant to
authority granted by a Board Resolution to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. 

 

	Section 5.2	Successor Corporation Substituted. 

 Upon any consolidation or merger, or any sale,
lease, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.1, the successor person formed by such consolidation or into or with which the Company is merged or to which such sale,
lease, conveyance or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor person has been named as the Company
herein; provided, however, that the predecessor Company in the case of a sale, lease, conveyance or other disposition shall not be released from the obligation to pay the principal of and interest, if any, on the Securities. 

ARTICLE 6. 
 DEFAULTS AND REMEDIES

  

	Section 6.1	Events of Default. 

 “Event of Default,” wherever used herein with respect to
Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental indenture or Officers’ Certificate pursuant to authority granted by a Board Resolution, it is provided that such Series
shall not have the benefit of said Event of Default: 
 (a) default in the payment of any interest on any Security of that Series when it
becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior to the expiration of such period of 30 days); or


  
 18 








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

 (c) default in the deposit of any sinking fund payment, when and as due in respect of any Security of that Series; or 

(d) default in the performance or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty that
has been included in this Indenture solely for the benefit of Series of Securities other than that Series), which default continues uncured for a period of 60 days after there has been given, by registered or certified mail, to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice
is a “Notice of Default” hereunder; or 
 (e) a default under any Debt of the Company (including a default with respect to
Securities of any Series other than that Series) or any Subsidiary, whether such Debt now exists or shall hereafter be created, if (A) such default results from the failure to pay any such Debt when it becomes due, (B) the principal amount
of such Debt, together with the principal amount of any other such Debt in default for failure to pay principal at stated final maturity or the maturity of which has been so accelerated, aggregates $15,000,000 or more at any one time outstanding,
and (C) such Debt is not discharged or such acceleration is not rescinded or annulled within 30 days after written notice to the Company by the Trustee, or written notice to the Company and the Trustee by the holder or holders of such Debt in
the manner provided for in the applicable debt instrument; or 
 (f) the Company or any of its Significant Subsidiaries pursuant to or
within the meaning of any Bankruptcy Law: 
 (i) commences a voluntary case, 

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

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

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

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

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

(i) is for relief against the Company or any of its Significant Subsidiaries in an involuntary case, 

  
 19 








 (ii) appoints a Custodian of the Company or any of its Significant Subsidiaries or for all or
substantially all of its property, or 
 (iii) orders the liquidation of the Company or any of its Significant Subsidiaries, and the order
or decree remains unstayed and in effect for 60 days; or 
 (h) any other Event of Default provided with respect to Securities of that
Series, which is specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate, in accordance with Section 2.2.18. 

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

	Section 6.2	Acceleration of Maturity; Rescission and Annulment. 

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

At any time after such a declaration of acceleration with respect to any Series has been made and before a judgment or decree for payment of
the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that Series, by written notice to the Company and the Trustee, may rescind and
annul such declaration and its consequences if: 
 (a) the Company has paid or deposited with the Trustee a sum sufficient to pay 

(i) all overdue interest, if any, on all Securities of that Series, 

(ii) the principal of any Securities of that Series which have become due otherwise than by such declaration of acceleration and interest
thereon at the rate or rates prescribed therefor in such Securities, 
 (iii) to the extent that payment of such interest is lawful,
interest upon any overdue principal and overdue interest at the rate or rates prescribed therefor in such Securities, and 

  
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 (iv) all sums paid or advanced by the Trustee hereunder and the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel; and 
 (b) all Events of Default with respect to Securities of
that Series, other than the non-payment of the principal of Securities of that Series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13. 

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

 

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

 The Company covenants
that if: 
 (a) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default
continues for a period of 30 days, or 
 (b) default is made in the payment of principal of any Security at the Maturity thereof, or 

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

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

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

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

  
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	Section 6.4	Trustee May File Proofs of Claim. 

 In case of the pendency of any receivership,
insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for
the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial proceeding, and (b) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian, receiver, assignee,
trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7. To the
extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.7 hereof out of the estate in any such proceeding shall be
denied for any reason, payment of the same shall be secured by a lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether
in liquidation or under any plan or reorganization of arrangement or otherwise. 
 Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding. 
  

	Section 6.5	Trustee May Enforce Claims Without Possession of Securities. 

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

	Section 6.6	Application of Money Collected. 

 Any money collected by the Trustee pursuant to this
Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid: 
 First: To the payment of all amounts due the Trustee under
Section 7.7; and 

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

 Third: To the Company. 
  

	Section 6.7	Limitation on Suits. 

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

(a) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that
Series; 
 (b) the Holders of not less than 25% in principal amount of the outstanding Securities of that Series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder; 
 (c) such Holder
or Holders have offered to the Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; 

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

 (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the outstanding Securities of that Series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all such Holders. 
  

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

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

  
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	Section 6.9	Restoration of Rights and Remedies. 

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

	Section 6.10	Rights and Remedies Cumulative. 

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

	Section 6.11	Delay or Omission Not Waiver. 

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

	Section 6.12	Control by Holders. 

 The Holders of a majority in principal amount of the outstanding
Securities of any Series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of
such Series, provided that 
 (a) such direction shall not be in conflict with any rule of law or with this Indenture, 

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

(c) the Trustee shall have the right to decline to follow any such direction if the Trustee in good faith shall, by a Responsible Officer of
the Trustee, determine that the proceeding so directed may be unduly prejudicial to the rights of other Holders of Securities or would involve the Trustee in personal liability. 

  
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	Section 6.13	Waiver of Past Defaults. 

 The Holders of not less than a majority in principal amount of
the outstanding Securities of any Series may on behalf of the Holders of all the Securities of such Series waive any past or existing Default or Event of Default hereunder with respect to such Series and its consequences, except a Default in the
payment of the principal of or interest on any Security of such Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any Series may rescind an acceleration and its consequences, including any
related payment default that resulted from such acceleration in compliance with Section 6.2). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 
  

	Section 6.14	Undertaking for Costs. 

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

ARTICLE 7. 
 TRUSTEE 

 

	Section 7.1	Duties of Trustee. 

 (a) If an Event of Default of which a Responsible Officer of the
Trustee has actual knowledge or of which written notice shall have been given to the Trustee in accordance with the terms of this Indenture has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his own affairs. 

(b) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee has actual knowledge or of which
written notice shall have been given to the Trustee in accordance with the terms of this Indenture: 
 (i) The duties of the Trustee will be
determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no other implied covenants or obligations shall be read into this Indenture against
the Trustee. 

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

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, except that: 
 (i) This paragraph does not limit the effect of paragraph (b) of this Section. 

(ii) The Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the
Trustee was negligent in ascertaining the pertinent facts. 
 (iii) The Trustee shall not be liable with respect to any action taken,
suffered or omitted to be taken by it with respect to Securities of any Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities of such Series relating to the time, method
and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series. 

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this
Section. 
 (e) The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it
against any loss, liability or expense. 
 (f) The Trustee shall not be liable for interest on any money received by it except as the
Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. 

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

(h) Reserved. 

  
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 (i) The Trustee shall not be bound to make any investigation into the facts or matters stated in
any resolution, certificate, order, statement, instrument, opinion, report, notice, request, direction, consent or other paper or documents. 
  

	Section 7.2	Rights of Trustee. 

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

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

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

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its
rights or powers conferred upon it by this Indenture. 
 (e) The Trustee may consult with counsel and the advice of such counsel or any
Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. 

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction. In no event shall the Trustee be liable to any person for special, punitive, indirect, consequential or incidental loss or damage of any kind whatsoever (including but not limited to lost profits) for any action it takes or omits to take,
even if the Trustee has been advised of the likelihood of such loss or damage, unless such loss or damage is determined by a court of competent jurisdiction to have been caused by the Trustee’s own fraud or willful misconduct. 

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default with respect to Securities of any Series unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the
Trustee from the Company or the Holders of 25% in aggregate principal amount of the outstanding Securities of all series affected thereby, and such notice references the specific Default or Event of Default, the Notes of such series and this
Indenture. 

  
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 (h) The rights, privileges, protections and benefits given to the Trustee under the Indenture,
including without limitation, its right to be compensated, reimbursed and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder. 

 

	Section 7.3	Individual Rights of Trustee. 

 The Trustee in its individual or any other capacity may
become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee is also subject to Sections 7.10 and
7.11. 
  

	Section 7.4	Trustee’s Disclaimer. 

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

	Section 7.5	Notice of Defaults. 

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

	Section 7.6	Reports by Trustee to Holders. 

 Within 60 days after each anniversary of the date of
this Indenture, the Trustee shall transmit by mail to all Holders of the Securities, as their names and addresses appear on the register kept by the Registrar, a brief report dated as of such anniversary date, in accordance with, and to the extent
required under, TIA § 313. The Trustee also will comply with TIA § 313(b)(2). The Trustee will also transmit by mail all reports as required by TIA § 313(c). 
  

	Section 7.7	Compensation and Indemnity. 

 The Company shall pay to the Trustee from time to time
reasonable compensation for its services. The Trustee’s compensation shall not be limited by any law on compensation of 

  
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a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable expenses, disbursements and advances incurred or made by it. Such expenses shall include the
reasonable compensation and the expenses and disbursements of the Trustee’s agents and counsel. 
 The Company shall indemnify the
Trustee (including the cost of defending itself) against any loss, liability or expense incurred by (including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.7) and including any claim whether
asserted by the Company, any Holder or any other Person) it except as set forth in the next paragraph in the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel
and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers,
directors, employees, shareholders and agents of the Trustee. 
 The Company need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee attributable to its negligence or willful misconduct. 

The obligations of the Company under this Section 7.7 shall constitute additional Debt hereunder and will survive the satisfaction and
discharge of this Indenture, including without limitation any termination or rejection hereof under any Bankruptcy Law. 
 To secure the
Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular
Securities of that Series. Such lien shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee. The Trustee’s right to receive payment of any amounts due under this Section 7.7 shall not
be subordinate to any other Company indebtedness. 
 When the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.1(f) or (g) occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. 

 

	Section 7.8	Replacement of Trustee. 

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

The Trustee may resign with respect to the Securities of one or more Series by so notifying the Company. The Holders of a majority in
principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying the Trustee and the Company in writing. The Company may remove the Trustee with respect to Securities of one or more Series if: 

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

  
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 (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law; 
 (c) a Custodian or public officer takes charge of the Trustee or its property; or 

(d) the Trustee becomes incapable of acting. 

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

 If a successor Trustee with respect to the Securities of any one or more Series does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the Securities of the applicable Series may petition any court of competent jurisdiction for the appointment of a successor
Trustee. 
 If the Trustee with respect to the Securities of any one or more of such Series fails to comply with Section 7.10, at the
written request of any Securityholder of any one or more Series who has been a bona fide Holder of such Series for at least six months, such Securityholder of the applicable Series may petition any court of competent jurisdiction for the removal of
the Trustee and the appointment of a successor Trustee. 
 A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee provided that all sums owing to the Trustee hereunder have been paid and
subject to the lien provided for in Section 7.7, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee with respect to each Series of
Securities for which it is acting as Trustee under this Indenture. A successor Trustee shall mail a notice of its succession to each Securityholder of each such Series. Notwithstanding replacement of the Trustee pursuant to this Section 7.8,
the Company’s obligations under Section 7.7 hereof shall continue for the benefit of the retiring trustee with respect to expenses and liabilities incurred by it prior to such replacement.  

 

	Section 7.9	Successor Trustee by Merger, Etc. 

 If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. 

  
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	Section 7.10	Eligibility; Disqualification. 

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

	Section 7.11	Preferential Collection of Claims Against Company. 

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

ARTICLE 8. 
 SATISFACTION AND
DISCHARGE; DEFEASANCE 
  

	Section 8.1	Satisfaction and Discharge of Indenture. 

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

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

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

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

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

(3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by
the Trustee in the name, and at the expense, of the Company, or 
 (4) are deemed paid and discharged pursuant to Section 8.3, as
applicable; 
 and the Company, in the case of (1), (2) or (3) above, shall have irrevocably deposited or caused to be irrevocably deposited with
the Trustee as trust funds in trust an amount in cash in U.S. 

  
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dollars, U.S. Government Obligations or a combination of cash in U.S. Dollars and U.S. Government Obligations, which amount shall be sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge each installment of principal (including mandatory sinking fund or
analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest are due; 

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

(c) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and such
deposit and satisfaction and discharge will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company is a party or by which the Company is bound; 

(d) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money and/or U.S. Government
Obligations toward the payment and discharge of each installment of principal of and interest on all of the Securities of such Series on the dates such installments of principal or interest are due, in accordance with this Section 8.1 and this
Indenture; and 
 (e) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that all conditions precedent provided for relating to the satisfaction and discharge contemplated by this Section have been complied with. 

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and,
if money shall have been deposited with the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.1, 8.2, 8.5 and 8.6, the rights, powers, trusts, and immunities of the Trustee under the Indenture and the
Company’s obligations in connection therewith shall survive. 
  

	Section 8.2	Application of Trust Funds; Indemnification. 

 (a) Subject to the provisions of
Section 8.5, all money and U.S. Government Obligations deposited with the Trustee pursuant to Section 8.1, 8.3 or 8.4 and all money received by the Trustee in respect of U.S. Government Obligations deposited with the Trustee pursuant to
Section 8.1, 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as instructed by the Company or as the Trustee may determine, to the Holder of such Securities, of the principal and interest for whose payment such money has been deposited with or received by the Trustee or to make mandatory sinking
fund payments or analogous payments as contemplated by Sections 8.1, 8.3 or 8.4, but such money need not be segregated from other funds except to the extent required by law. 

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

  
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 (c) Subject to the Trustee’s rights under the Indenture, including Sections 7.2(b) and 10.4
hereof, the Trustee shall deliver or pay to the Company from time to time upon Company Request any U.S. Government Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof delivered to the Trustee, are then in excess of the amount thereof which then would have been required to be deposited for the purpose for which such U.S.
Government Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any U.S. Government Obligations held under this Indenture. 

 

	Section 8.3	Legal Defeasance of Securities of any Series. 

 Unless this Section 8.3 is otherwise
specified, pursuant to Section 2.2, to be inapplicable to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities of such Series on the 91st day after the date
of the deposit referred to in subparagraph (d) hereof, and the provisions of this Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense of the Company, shall, at
Company Request, execute such instruments reasonably requested by the Company acknowledging the same), except as to: 
 (a) the rights of
Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on
the Stated Maturity of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable to the Securities of such Series on the day on which such payments are due and payable in
accordance with the terms of this Indenture and the Securities of such Series; 
 (b) the provisions of Sections 2.4, 2.5, 2.7, 2.8, 7.7,
8.2, 8.3, 8.5, and 8.6; and 
 (c) the rights, powers, trusts and immunities of the Trustee hereunder and the Company’s obligations in
connection therewith; 
 provided that, the following conditions shall have been satisfied: 

(d) the Company shall have irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically
pledged as security for and dedicated solely to the benefit of the Holders of such Securities, an amount in cash in U.S. dollars, U.S. Government Obligations or a combination of cash in U.S. Dollars and U.S. Government Obligations, which will
provide (in the case of U.S. Government Obligations through the payment of interest and principal in respect thereof, in accordance with their terms (and without reinvestment)) not later than one day before the due date of any payment of money, an
amount as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, without consideration of any reinvestment of interest, to pay and
discharge each installment of principal (including mandatory sinking fund or analogous payments) of and interest on all the Securities of such Series on the dates such installments of principal or interest are due; 

  
 33 








 (e) neither such deposit nor the defeasance and discharge provided herein will result in a breach
or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 

(f) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit or during the period ending on the 91st day after such date; 
 (g) the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there
has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss for
Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and
discharge had not occurred, except for changes in applicable tax rates; 
 (h) the Company shall have delivered to the Trustee an
Officers’ Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the company or with the intent of defeating, hindering, delaying
or defrauding any other creditors of the Company; 
 (i) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect
that upon and immediately following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable law; 

(j) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money and U.S. Government
Obligations toward the payment and discharge of each installment of principal of and interest on all of the Securities of such Series on the dates such installments of principal or interest are due, of the Securities with respect to such Series, in
accordance with this Section 8.3 and this Indenture; 
 (k) such deposit shall not result in the trust arising from such deposit
constituting an investment company (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and 

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

  
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	Section 8.4	Covenant Defeasance. 

 Unless this Section 8.4 is otherwise specified pursuant to
Section 2.2 to be inapplicable to Securities of any Series, on and after the 91st day after the date of the deposit referred to in subparagraph (a) hereof, the Company may omit to comply with any term, provision or condition set forth
under Sections 4.2, 4.3, 4.4, 4.5, 4.6 and 5.1 and, unless otherwise specified therein, any additional covenants contained in a supplemental indenture hereto for a particular Series of Securities, or a Board Resolution or an Officers’
Certificate pursuant to authority granted by a Board Resolution delivered pursuant to Section 2.2 (and the failure to comply with any such covenants shall not constitute a Default or Event of Default under Section 6.1) and the occurrence
of any event described in clause (e) of Section 6.1 shall not constitute a Default or Event of Default hereunder, with respect to the Securities of such Series, but, except as specified above, the remainder of this Indenture and such
Securities will be unaffected thereby; provided that the following conditions shall have been satisfied: 
 (a) with reference to this
Section 8.4, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, an
amount in cash in U.S. dollars, U.S. Government Obligations or a combination of cash in U.S. Dollars and U.S. Government Obligations, which will provide (in the case of U.S. Government Obligations through the payment of interest and principal in
respect thereof, in accordance with their terms (and without reinvestment)) not later than one day before the due date of any payment of money, an amount as will be sufficient, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the Trustee, without consideration of any reinvestment of interest, to pay and discharge each installment of principal (including mandatory sinking fund or analogous payments) of
and interest on all the Securities of such Series on the dates such installments of principal or interest are due; 
 (b) neither such
deposit nor the defeasance and discharge provided herein will result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound; 

(c) no Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit or during the period ending on the 91st day after such date; 
 (d) the Company shall have delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel to the effect that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of this Indenture, there
has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm, subject to customary exclusions, that, the Holders of the Securities of such Series will not
recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to Federal income tax on the same amount and in the same manner and at the same times as would have been the
case if such deposit, defeasance and discharge had not occurred; 

  
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 (e) the Company shall have delivered to the Trustee an Officers’ Certificate stating the
deposit was not made by the Company with the intent of preferring the Holders of the Securities of such Series over any other creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other creditors of the
Company; 
 (f) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money and U.S.
Government Obligations toward the payment and discharge of each installment of principal of and interest on all of the Securities of such Series on the dates such installments of principal or interest are due, of the Securities with respect to such
Series, in accordance with this Section 8.4 and this Indenture; 
 (g) such deposit shall not result in the trust arising from such
deposit constituting an investment company (as defined in the Investment Company Act of 1940, as amended), or such trust shall be qualified under such Act or exempt from regulation thereunder; and 

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

	Section 8.5	Repayment to Company. 

 The Trustee and the Paying Agent shall pay to the Company upon
Company Request any money held by them for the payment of principal and interest that remains unclaimed for two years. After that, Securityholders entitled to the money must look only to the Company for payment as general creditors unless an
applicable abandoned property law designates another person, and any and all liability of the Trustee or such Paying Agent with respect to such trust money will thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to be published once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified
therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company. 

 

	Section 8.6	Reinstatement. 

 If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations Securities in accordance with Section 8.1, 8.3 or 8.4 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Company’s obligations under this Indenture and the Securities will be revived and reinstated as though no deposit had occurred pursuant to Section 8.1, 8.3 or 8.4 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.1, 8.3 or 8.4 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of or interest on any Security following the reinstatement of its obligations,
the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. 

  
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 ARTICLE 9. 

AMENDMENTS AND WAIVERS 
  

	Section 9.1	Without Consent of Holders. 

 The Company and the Trustee may amend or supplement this
Indenture or the Securities of one or more Series without the consent of any Securityholder: 
 (a) to cure any ambiguity, defect or
inconsistency; 
 (b) to comply with Article V; 

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

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

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

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

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

 

	Section 9.2	With Consent of Holders. 

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

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

  
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	Section 9.3	Limitations. 

 Without the consent of each Securityholder affected, an amendment or
waiver may not: 
 (a) change the amount of Securities whose Holders must consent to an amendment, supplement or waiver; 

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

(c) reduce the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of
any sinking fund or analogous obligation; 
 (d) reduce the principal amount of Discount Securities payable upon acceleration of the
maturity thereof; 
 (e) waive a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except
a rescission of acceleration of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such Series and a waiver of the payment default that resulted from such acceleration); 

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

(g) make any change in Sections 6.8, 6.13 or 9.3; or 

(h) waive a redemption payment with respect to any Security or change any of the provisions with respect to the redemption of any Securities.

  

	Section 9.4	Compliance with Trust Indenture Act. 

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

	Section 9.5	Revocation and Effect of Consents. 

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

  
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 Any amendment or waiver once effective shall bind every Securityholder of each Series affected by
such amendment or waiver unless it is of the type described in any of clauses (a) through (h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every subsequent
Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security. 
 The Company may, but
shall not be obligated to, fix a record date for the purpose of determining the Securityholders entitled to give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date
is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Securityholders at such record date (or their duly designated proxies), and only those persons, shall be entitled to give such consent or to revoke any
consent previously given or to take any such action, whether or not such Persons continue to be Securityholders after such record date. 
  

	Section 9.6	Notation on or Exchange of Securities. 

 The Trustee may place an appropriate notation
about an amendment or waiver on any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the Trustee shall authenticate upon receipt of a Company Order in accordance with
Section 2.3 new Securities of that Series that reflect the amendment or waiver. 
  

	Section 9.7	Trustee Protected. 

 In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall not be under any responsibility to determine the correctness of any provisions contained therein, and shall be
entitled to receive, and (subject to Section 7.1) shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by
this Indenture, has been fully authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing
the execution of any such amended or supplemental indenture, and only upon the receipt of the documents described in this Section and in Section 7.2 hereof, and, if applicable, evidence satisfactory to the Trustee that the consent of the
Holders of the required principal amount of the outstanding Securities has been obtained, the Trustee shall sign all supplemental indentures that are authorized by and conform to the terms of this Article 9, except that the Trustee need not sign any
supplemental indenture that adversely affects its rights, duties, liabilities or indemnities under this Indenture or otherwise. 
 ARTICLE
10. 
 MISCELLANEOUS 
  

	Section 10.1	Trust Indenture Act Controls. 

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

  
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	Section 10.2	Notices. 

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

 

			
	if to the Company:
	
	BioMarin Pharmaceutical Inc.
	770 Lindaro Street
	San Rafael, California 94901
	Attention: General Counsel
	
	if to the Trustee:
	
	Wilmington Trust, National Association
	Rodney Square North
	1100 North Market Street
	Wilmington, Delaware 19890-0001
	Attention: Corporate Trust Administration
	
	with a copy to:
	
	Curtis, Mallet-Prevost, Colt & Mosle LLP
	101 Park Avenue
	Suite 3500
	New York, New York 10178
	Facsimile No.: (212) 697-1559
	Attention:	  	Steven J. Reisman, Esq.
		  	Susana M. Namnum, Esq.

 The Company or the Trustee by notice to the other may designate additional or different addresses for
subsequent notices or communications. 
 Any notice or communication to a Securityholder shall be sent electronically (in accordance with
the procedures of the Depositary) or by first-class mail, certified mail, return receipt requested or by overnight air courier guaranteeing next day delivery to his address shown on the register kept by the Registrar, in accordance with the
procedures of the Depositary. Failure to mail a notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to other Securityholders of that or any other Series. 

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

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

	Section 10.3	Communication by Holders with Other Holders. 

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

	Section 10.4	Certificate and Opinion as to Conditions Precedent. 

 Upon any request or application by
the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee: 
 (a) an Officers’
Certificate in form and substance satisfactory to the Trustee (which must include the statements set forth in Section 10.5 hereof), stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in
this Indenture relating to the proposed action have been complied with; and 
 (b) an Opinion of Counsel in form and substance satisfactory
to the Trustee, (which must include the statements set forth in Section 10.5 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with. 

 

	Section 10.5	Statements Required in Certificate or Opinion. 

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

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

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based; 
 (c) a statement that, in the opinion of such person, he has made such examination or investigation as
is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
 (d)
a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 

  
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	Section 10.6	Rules by Trustee and Agents. 

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

	Section 10.7	Legal Holidays. 

 Unless otherwise provided by Board Resolution, a supplemental indenture
hereto or an Officers’ Certificate pursuant to authority granted by a Board Resolution, a “Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment, payment may be made at that
place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period. 
  

	Section 10.8	No Recourse Against Others. 

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

	Section 10.9	Counterparts. 

 This Indenture may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 

 

	Section 10.10	Governing Laws. 

 THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. 

 

	Section 10.11	No Adverse Interpretation of Other Agreements. 

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

	Section 10.12	Successors. 

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

  
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	Section 10.13	Severability. 

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

	Section 10.14	Table of Contents, Headings, Etc. 

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

ARTICLE 11. 
 SINKING FUNDS 

 

	Section 11.1	Applicability of Article. 

 The provisions of this Article shall be applicable to any
sinking fund for the retirement of the Securities of a Series, except as otherwise permitted or required by the terms of the Securities of such Series as set forth in a Board Resolution, supplemental indenture hereto or Officers’ Certificate
pursuant to authority granted by a Board Resolution any form of Security of such Series issued pursuant to this Indenture. 
 The minimum
amount of any sinking fund payment provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment” and any other amount provided for by the terms of Securities of such Series is herein
referred to as an “optional sinking fund payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 11.2. Each sinking fund
payment shall be applied to the redemption of Securities of any Series as provided for by the terms of the Securities of such Series. 
  

	Section 11.2	Satisfaction of Sinking Fund Payments with Securities. 

 The Company may, in satisfaction
of all or any part of any sinking fund payment with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding Securities of such Series to which such sinking fund payment is applicable
(other than any of such Securities previously called for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund payment is applicable and which have been redeemed either at the election
of the Company pursuant to the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted optional sinking fund payments or other optional redemptions pursuant to the terms of such
Securities, provided that such Securities have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto, not later than 15 days prior to the date on which the
Securities will be redeemed, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly. 

  
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If as a result of the delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of such Series to be redeemed in order to
exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such cash payment shall be held by the Trustee
or a Paying Agent and applied to the next succeeding sinking fund payment, provided, however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the Company any cash payment so being
held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to the Company. 

 

	Section 11.3	Redemption of Securities for Sinking Fund. 

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

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

					
	BioMarin Pharmaceutical Inc.
		
	By:	 	  

		 	Name:	 	  

		 	Its:	 	  

	
	Wilmington Trust, National Association, as Trustee
		
	By:	 	  

		 	Name:	 	  

		 	Its:	 	  




  
 45