EX-4.1



 Exhibit 4.1 

BIOGEN INC. 
 and 

U.S. BANK NATIONAL ASSOCIATION, as Trustee 

INDENTURE 
 Debt Securities

 Dated as of September 15, 2015 
  

 
  







 CROSS-REFERENCE TABLE 

 

			
	 TIA SECTION
	  	 INDENTURE SECTION

	 310(a)(1)
	  	7.10
	 (a)(2)
	  	7.10
	 (a)(3)
	  	N/A
	 (a)(4)
	  	N/A
	 (a)(5)
	  	7.10
	 (b)
	  	7.8; 7.10; 10.4
	 (b)(1)
	  	7.10
	 (b)(9)
	  	7.10
	 311(a)
	  	7.11
	 (b)
	  	7.11
	 312(a)
	  	2.6
	 (b)
	  	10.3
	 (c)
	  	10.3
	 313(a)
	  	7.6
	 (b)(1)
	  	7.6
	 (b)(2)
	  	7.6
	 (c)
	  	7.6; 10.4
	 (d)
	  	7.6
	 314(a)
	  	4.2; 4.4; 10.4
	 (b)
	  	N/A
	 (c)(1)
	  	10.4; 10.5
	 (c)(2)
	  	10.4; 10.5
	 (c)(3)
	  	N/A
	 (d)
	  	N/A
	 (e)
	  	10.5
	 (f)
	  	N/A
	 315(a)
	  	7.1; 7.2
	 (b)
	  	7.5; 10.2
	 (c)
	  	7.1
	 (d)
	  	6.5; 7.1; 7.2
	 (e)
	  	6.11
	 316(a)(last sentence)
	  	2.10
	 (a)(1)(A)
	  	6.5
	 (a)(1)(B)
	  	6.4
	 (a)(2)
	  	8.2
	 (b)
	  	6.7
	 (c)
	  	8.4
	 317(a)(1)
	  	6.8
	 (a)(2)
	  	6.9
	 (b)
	  	2.5; 7.12
	 318(a)
	  	10.1

  
 N/A means
not applicable 
 Note: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture. 







 TABLE OF CONTENTS 

 

							
	 	  	 	  	PAGE	 
	ARTICLE 1	  			
		
	DEFINITIONS AND INCORPORATION BY REFERENCE	  			
			
	Section 1.1.	  	Definitions	  	 	1	  
	Section 1.2.	  	Other Definitions	  	 	5	  
	Section 1.3.	  	Incorporation by Reference of Trust Indenture Act	  	 	5	  
	Section 1.4.	  	Rules of Construction	  	 	5	  
		
	ARTICLE 2	  			
		
	THE SECURITIES	  			
			
	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 Assets in Trust	  	 	10	  
	Section 2.6.	  	Securityholder Lists	  	 	10	  
	Section 2.7.	  	Transfer and Exchange	  	 	10	  
	Section 2.8.	  	Replacement Securities	  	 	11	  
	Section 2.9.	  	Outstanding Securities	  	 	12	  
	Section 2.10.	  	When Treasury Securities Disregarded; Determination of Holders’ Action	  	 	12	  
	Section 2.11.	  	Temporary Securities	  	 	12	  
	Section 2.12.	  	Cancellation	  	 	13	  
	Section 2.13.	  	Payment of Interest; Defaulted Interest; Computation of Interest	  	 	13	  
	Section 2.14.	  	CUSIP Number	  	 	13	  
	Section 2.15.	  	Provisions for Global Securities	  	 	14	  
	Section 2.16.	  	Persons Deemed Owners	  	 	15	  
		
	ARTICLE 3	  			
		
	REDEMPTION	  			
			
	Section 3.1.	  	Notices to Trustee	  	 	15	  
	Section 3.2.	  	Selection by Trustee of Securities to be Redeemed	  	 	16	  
	Section 3.3.	  	Notice of Redemption	  	 	16	  
	Section 3.4.	  	Effect of Notice of Redemption	  	 	17	  
	Section 3.5.	  	Deposit of Redemption Price	  	 	17	  
	Section 3.6.	  	Securities Redeemed in Part	  	 	17	  
		
	ARTICLE 4	  			
		
	COVENANTS	  			
			
	Section 4.1.	  	Payment of Securities	  	 	18	  
	Section 4.2.	  	SEC Reports	  	 	18	  


  
 -i- 









							
	 	  	 	  	PAGE	 
	Section 4.3.	  	Maintenance of Office or Agency	  	 	19	  
	Section 4.4.	  	Compliance Certificate	  	 	19	  
	Section 4.5.	  	Corporate Existence	  	 	19	  
	Section 4.6.	  	Waiver of Certain Covenants	  	 	19	  
	
	ARTICLE 5	  
	
	SUCCESSOR CORPORATION	  
			
	Section 5.1.	  	Limitation on Consolidation, Merger and Sale of Assets	  	 	20	  
	Section 5.2.	  	Successor Person Substituted	  	 	20	  
	
	ARTICLE 6	  
	
	DEFAULTS AND REMEDIES	  
			
	Section 6.1.	  	Events of Default	  	 	21	  
	Section 6.2.	  	Acceleration	  	 	22	  
	Section 6.3.	  	Remedies	  	 	22	  
	Section 6.4.	  	Waiver of Past Defaults and Events of Default	  	 	22	  
	Section 6.5.	  	Control by Majority	  	 	23	  
	Section 6.6.	  	Limitation on Suits	  	 	23	  
	Section 6.7.	  	Rights of Holders to Receive Payment	  	 	24	  
	Section 6.8.	  	Collection Suit by Trustee	  	 	24	  
	Section 6.9.	  	Trustee May File Proofs of Claim	  	 	24	  
	Section 6.10.	  	Priorities	  	 	24	  
	Section 6.11.	  	Undertaking for Costs	  	 	25	  
	Section 6.12.	  	Waiver of Stay, Extension or Usury Laws	  	 	25	  
	Section 6.13.	  	Restoration of Rights and Remedies	  	 	25	  
	
	ARTICLE 7	  
	
	TRUSTEE	  
			
	Section 7.1.	  	Duties of Trustee	  	 	25	  
	Section 7.2.	  	Rights of Trustee	  	 	26	  
	Section 7.3.	  	Individual Rights of Trustee	  	 	28	  
	Section 7.4.	  	Trustee’s Disclaimer	  	 	28	  
	Section 7.5.	  	Notice of Default	  	 	28	  
	Section 7.6.	  	Reports by Trustee to Holders	  	 	28	  
	Section 7.7.	  	Compensation and Indemnity	  	 	29	  
	Section 7.8.	  	Replacement of Trustee	  	 	29	  
	Section 7.9.	  	Successor Trustee by Consolidation, Merger or Conversion	  	 	30	  
	Section 7.10.	  	Eligibility; Disqualification	  	 	30	  
	Section 7.11.	  	Preferential Collection of Claims Against Company	  	 	31	  
	Section 7.12.	  	Paying Agents	  	 	31	  
	Section 7.13.	  	Force Majeure	  	 	31	  


  
 -ii- 









							
	 	  	 	  	PAGE	 
	ARTICLE 8	  			
		
	AMENDMENTS, SUPPLEMENTS AND WAIVERS	  			
			
	Section 8.1.	  	Without Consent of Holders	  	 	31	  
	Section 8.2.	  	With Consent of Holders	  	 	32	  
	Section 8.3.	  	Compliance with Trust Indenture Act	  	 	33	  
	Section 8.4.	  	Revocation and Effect of Consents	  	 	33	  
	Section 8.5.	  	Notation on or Exchange of Securities	  	 	34	  
	Section 8.6.	  	Trustee to Sign Amendments, Etc.	  	 	34	  
		
	ARTICLE 9	  			
		
	DISCHARGE OF INDENTURE; DEFEASANCE	  			
			
	Section 9.1.	  	Discharge of Indenture	  	 	34	  
	Section 9.2.	  	Legal Defeasance	  	 	35	  
	Section 9.3.	  	Covenant Defeasance	  	 	35	  
	Section 9.4.	  	 Conditions to Legal Defeasance or Covenant Defeasance
	  	 	36	  
	Section 9.5.	  	 Deposited Money and U.S. and Foreign Government Obligations to be Held in Trust; Other Miscellaneous Provisions
	  	 	37	  
	Section 9.6.	  	Reinstatement	  	 	37	  
	Section 9.7.	  	Moneys Held by Paying Agent	  	 	38	  
	Section 9.8.	  	Moneys Held by Trustee	  	 	38	  
		
	ARTICLE 10	  			
		
	MISCELLANEOUS	  			
			
	Section 10.1.	  	Trust Indenture Act Controls	  	 	38	  
	Section 10.2.	  	Notices	  	 	39	  
	Section 10.3.	  	Communications by Holders with Other Holders	  	 	40	  
	Section 10.4.	  	Certificate and Opinion as to Conditions Precedent	  	 	40	  
	Section 10.5.	  	Statement Required in Certificate and Opinion	  	 	40	  
	Section 10.6.	  	Rules by Trustee and Agents	  	 	40	  
	Section 10.7.	  	Business Days; Place of Payment	  	 	41	  
	Section 10.8.	  	Governing Law	  	 	41	  
	Section 10.9.	  	No Adverse Interpretation of Other Agreements	  	 	41	  
	Section 10.10.	  	No Recourse Against Others	  	 	41	  
	Section 10.11.	  	Successors	  	 	41	  
	Section 10.12.	  	Multiple Counterparts	  	 	41	  
	Section 10.13.	  	Table of Contents, Headings, Etc.	  	 	41	  
	Section 10.14.	  	Severability	  	 	41	  
	Section 10.15.	  	Securities in a Foreign Currency	  	 	42	  
	Section 10.16.	  	Judgment Currency	  	 	42	  


  
 -iii- 








 INDENTURE, dated as of September 15, 2015, by and between Biogen Inc., a Delaware
corporation, as Issuer (the “Company”), and U.S. Bank National Association, a national association, as Trustee (the “Trustee”). 

RECITALS OF THE COMPANY 

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its debentures,
notes or other evidences of indebtedness to be issued in one or more Series (the “Securities”), as herein provided, up to such principal amount as may from time to time be authorized in or pursuant to one or more resolutions of the Board
of Directors or by supplemental indenture. 
 All things necessary to make this Indenture a valid agreement of the Company in accordance
with its terms have been done, and the execution and delivery thereof have been in all respects duly authorized by the parties hereto. 

NOW, THEREFORE, THIS INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities of a Series thereof, as follows: 
 ARTICLE 1 

DEFINITIONS AND INCORPORATION BY REFERENCE 

Section 1.1. Definitions. 

“Affiliate” of any specified Person means any other Person which directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by,” and
“under common control with”), as used with respect to any Person, means 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, by agreement or otherwise. 
 “Agent” means any Registrar, Paying Agent, co-registrar or agent for service of
notices and demands. 
 “Board of Directors” means the Board of Directors of the Company or any committee duly authorized to act
therefor. 
 “Board Resolution” means a copy of a resolution certified pursuant to an Officers’ Certificate to have been duly
adopted by the Board of Directors of the Company and to be in full force and effect on the date of such certification and delivered to the Trustee. 

“Capitalized Lease” means any obligation of a Person to pay rent or other amounts incurred with respect to real property or
equipment acquired or leased by such Person and used in its business that is required to be recorded as a capital lease in accordance with generally accepted accounting principles. 







 “Capital Stock” means, with respect to any Person, any and all shares or other
equivalents (however designated) of capital stock, partnership interests or any other participation, right or other interest in the nature of an equity interest in such Person or any option, warrant or other security convertible into any of the
foregoing. 
 “Commission” means the United States Securities and Exchange Commission as constituted from time to time or any
successor performing substantially the same functions. 
 “Company” means the party named as such in the first paragraph of this
Indenture until a successor replaces such party pursuant to Article 5 of this Indenture and thereafter means the successor and any other primary obligor on the Securities. 

“Company Order” means a written order signed in the name of the Company by two Officers, one of whom must be its Chief Executive
Officer or its Chief Financial Officer. 
 “Company Request” means any written request signed in the name of the Company by its
Chief Executive Officer, its President, any Vice President, its Chief Financial Officer or its Treasurer and attested to by the Secretary or any Assistant Secretary of the Company. 

“Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date hereof for purposes of payment only is located at 60 Livingston Avenue, St. Paul, MN 55107, Attention: Biogen Inc., and for all other purposes hereunder is located at One Federal Street, 10th Floor, Boston, Massachusetts 02110; Attention: Biogen Inc., or such other address as the Trustee may designate from time to time by notice to the Company, or the principal corporate trust office of
any successor Trustee (or such other address as such successor Trustee may designate from time to time by written notice to the Company). 

“Default” means any event that is, or with the passing of time or giving of notice or both would be, an Event of Default. 

“Depositary” means, with respect to the Securities of any Series issuable or issued in whole or in part in the form of one or more
Global Securities, the Person designated as Depositary for such Series by the Company, which Depositary shall be a clearing agency registered under the Exchange Act, until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Depositary” shall mean each Person who is then a Depositary hereunder, and if at any time there is more than one such Person, such Persons. 

“Dollars” means the currency of the United States of America. 

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

“Foreign Currency” means any currency or currency unit issued by a government other than the government of the United States of
America. 
 “Foreign Government Obligations” means with respect to Securities of any Series that are denominated in a Foreign
Currency, (i) direct obligations of the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is pledged or (ii) obligations of a Person controlled or supervised by or
acting as an agency or instrumentality of such government the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by such government, which, in either case under clauses (i) or (ii), are not callable or
redeemable at the option of the issuer thereof. 

  
 -2- 








 “GAAP” means generally accepted accounting principles consistently applied as in effect
in the United States from time to time. 
 “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, and bearing
the legend set forth in Section 2.15(c) (or such legend as may be specified as contemplated by Section 2.2 for such Securities). 

“Holder” or “Securityholder” means the Person in whose name a Security is registered on the Registrar’s books. 

“Indebtedness” of any Person means, without duplication (1) any obligation of such Person for money borrowed, (2) any
obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, (3) any reimbursement obligation of such Person in respect of letters of credit or other similar instruments which support financial obligations which
would otherwise become Indebtedness, and (4) any obligation of such Person under Capitalized Leases; provided, however, that “Indebtedness” of such Person shall not include any obligation of such Person to any Subsidiary
of such Person or to any Person with respect to which such Person is a Subsidiary. 
 “Indenture” means this Indenture as amended,
restated or supplemented from time to time. 
 “Interest Payment Date” when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security. 
 “Maturity” when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity of the principal of such Security or by declaration of acceleration, call for
redemption, notice of option to elect payment or otherwise. 
 “Officer” means the Chief Executive Officer, the President, any
Vice President, the Chief Financial Officer, the Treasurer or the Secretary of the Company or any other officer designated by the Board of Directors, as the case may be. 

“Officers’ Certificate” means, with respect to any Person, a certificate signed by the Chairman, Chief Executive Officer, the
President or any Senior or Executive Vice President, and the Chief Financial Officer or any Treasurer of such Person that shall comply with Section 314 of the TIA and with the applicable provisions of this Indenture. 

“Opinion of Counsel” means a written opinion from legal counsel (which counsel is reasonably acceptable to the Trustee) which shall
comply with Section 314 of the TIA. The counsel may be an employee of or counsel to the Company. 
 “Person” means any
individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government (including any agency or political subdivision thereof). 

“Redemption Date,” when used with respect to any Security of a Series to be redeemed, means the date fixed for such redemption
pursuant to this Indenture. 

  
 -3- 








 “Responsible Officer” when used with respect to the Trustee, means any officer within
the corporate trust department or division of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means,
with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. 

“Securities” means any of the securities that are executed, authenticated and issued under this Indenture. 

“Securities Act” means the Securities Act of 1933, as amended. 

“Series” or “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.1 or 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, 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, 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, and when used with respect to any other Indebtedness, means the date
specified in the instrument governing such Indebtedness as the fixed date on which the principal of such Indebtedness, or any installment of interest thereon, is due and payable. 

“Subsidiary” of any Person means (i) a corporation, a majority of the outstanding Voting Stock of which is, at the time,
directly or indirectly, owned by such Person by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries thereof or (ii) any other Person (other than a corporation), including, without limitation, a partnership or
joint venture, in which such Person, one or more Subsidiaries thereof or such Person and one or more Subsidiaries thereof, directly or indirectly, at the date of determination thereof, has at least majority ownership interest entitled to vote in the
election of directors, managers or trustees thereof (or other Person performing similar functions). 
 “TIA” means the Trust
Indenture Act of 1939 (15 U.S. Code Section 77aaa-77bbbb) as in effect on the date of this Indenture (except as provided in Section 8.3 hereof). 

“Trustee” means the party named as such in this Indenture until a successor replaces it pursuant to this Indenture and thereafter
means the successor, 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 direct non-callable obligations of, or non-callable obligations guaranteed by, the United States
of America for the payment of which obligation or guarantee the full faith and credit of the United States of America is pledged. 

  
 -4- 








 Section 1.2. Other Definitions. 

The definitions of the following terms may be found in the sections indicated as follows: 

 

					
	
TERM                       
                       
	  	DEFINED IN SECTION	 
	“Bankruptcy Law”	  	 	6.1	  
	“Business Day”	  	 	10.7	  
	“Covenant Defeasance”	  	 	9.3	  
	“Custodian”	  	 	6.1	  
	“DTC”	  	 	2.15	  
	“Event of Default”	  	 	6.1	  
	“Judgment Currency”	  	 	10.16	  
	“Legal Defeasance”	  	 	9.2	  
	“Legal Holiday”	  	 	10.7	  
	“Market Exchange Rate”	  	 	10.15	  
	“New York Banking Day”	  	 	10.16	  
	“Paying Agent”	  	 	2.4	  
	“Place of Payment”	  	 	10.7	  
	“Registrar”	  	 	2.4	  
	“Required Currency”	  	 	10.16	  
	“Service Agent”	  	 	2.4	  

 Section 1.3. Incorporation by Reference of Trust Indenture Act. 

Whenever this Indenture refers to a provision of the TIA, the portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: 

“indenture securities” means the Securities. 

“indenture securityholder” means a Holder or Securityholder. 

“indenture to be qualified” means this Indenture. 

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

“obligor on the indenture securities” means the Company. 

All other terms used in this Indenture that are defined by the TIA, defined in the TIA by reference to another statute or defined by
Commission rule have the meanings therein assigned to them. 
 Section 1.4. Rules of Construction. 

Unless the context otherwise requires: 

(1) a term has the meaning assigned to it herein, whether defined expressly or by reference; 

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

(3) “or” is not exclusive; 

  
 -5- 








 (4) words in the singular include the plural, and in the plural include the
singular; 
 (5) words used herein implying any gender shall apply to each gender; and 

(6) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision. 
 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 detailing the adoption of the
terms thereof pursuant to the authority granted under a Board Resolution. 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, Stated Maturity, 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(24)) by a Board Resolution, a supplemental indenture or an Officers’ Certificate, in each case,
pursuant to authority granted under a Board Resolution: 
 (1) the title of the Series (which shall distinguish the
Securities of that particular Series from the Securities of any other Series); 
 (2) 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 8.5); 
 (3) the price or prices (expressed as a percentage of the
principal amount thereof) at which the Securities of the Series will be issued; 
 (4) the date or dates on which the
principal of the Securities of the Series is payable; 
 (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; 

  
 -6- 








 (6) the place or places where the principal of and interest and premium, 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; 

(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; 
 (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; 

(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; 
 (10)
if other than denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which the Securities of the Series shall be issuable; 

(11) whether the Securities of the Series are to be issued in bearer (if to be issued outside of the United States) or fully
registered form (and, if in fully registered form, whether the Securities will be issuable as Global Securities); 
 (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; 

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

(14) the designation of the currency, currencies or currency units in which payment of the principal of and interest and
premium, if any, on the Securities of the Series will be made; 
 (15) if payments of principal of or interest or premium, 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; 
 (16) the manner in which the amounts of payment of principal of or interest and premium, 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; 

(17) the provisions, if any, relating to any collateral provided for the Securities of the Series; 

(18) any addition to, deletion of or change in the covenants set forth in Articles 4 or 5 that applies to Securities of the
Series; 

  
 -7- 








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

(20) the terms and conditions, if any, for conversion of the Securities into or exchange of the Securities for shares of common
stock or preferred stock of the Company that apply to Securities of the Series; 
 (21) any depositories, interest rate
calculation agents, exchange rate calculation agents or other agents with respect to Securities of such Series if other than those appointed herein; 

(22) the terms and conditions, if any, upon which the Securities shall be subordinated in right of payment to other
Indebtedness of the Company; 
 (23) if applicable, that the Securities of the Series, in whole or any specified part, shall
be defeasible pursuant to Article 9; and 
 (24) 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 8.1, but which may modify or delete any provision of this Indenture insofar as it applies to such Series), including any terms that may be required under
applicable law or regulations or advisable in connection with the marketing of Securities of that Series. 
 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 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. 

The Securities shall be executed on behalf of the Company by two Officers of the Company or an Officer and an Assistant Secretary of the
Company. Each such signature may be either manual or facsimile. The Company’s seal may be impressed, affixed, imprinted or reproduced on the Securities and may be in facsimile form. 

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall
nevertheless be valid. 
 A Security shall not be valid until authenticated by the manual signature of the Trustee or an authenticating
agent. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. The Trustee shall at any time, and from time to time, authenticate Securities for original issue in the principal amount provided in the
Board Resolution, supplemental indenture hereto or Officers’ Certificate, upon receipt by the Trustee of a Company Order. Such Company Order may authorize authentication and delivery pursuant to oral or electronic instructions from the Company
or its duly authorized agent or agents, which oral instructions shall be promptly confirmed in writing. Each Security shall be dated the date of its authentication. 

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

  
 -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 establishing the form of the Securities of that Series or of Securities within that Series and
the terms of the Securities of that Series or of Securities within that Series, (b) an Officers’ Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with Section 10.4. 

The Trustee shall have the right to decline to authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised
in writing by outside counsel, determines that such action may not lawfully be taken; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust committee of directors and/or vice-presidents shall
reasonably determine that such action would expose the Trustee to personal liability, or cause it to have a conflict of interest with respect to Holders of any then outstanding Series of Securities. 

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Any appointment shall be evidenced by instrument signed by an authorized officer of the Trustee, a copy of which shall be furnished to the Company. 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 of the Company. 

Section 2.4. Registrar and Paying Agent. 

The Company shall maintain in each Place of Payment for any Series of Securities (i) an office or agency where such Securities may be
presented for registration of transfer or for exchange (“Registrar”), (ii) an office or agency where such Securities may be presented for payment (“Paying Agent”) provided that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the register for the Securities maintained by the Registrar, and (iii) an office or agency where notices and demands to or upon
the Company in respect of such Securities and this Indenture may be served (“Service Agent”). The Registrar shall keep a register of the Securities and of their transfer and exchange. The Company may have one or more co-registrars and one
or more additional paying agents. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or to
furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the address of the Trustee as set forth in Section 10.2. If the Company acts as Paying Agent, it shall segregate the
money held by it for the payment of principal of and premium, if any, and interest on the Securities and hold it as a separate trust fund. The Company may change any Paying Agent, Registrar or co-registrar without notice to any Securityholder. In
acting hereunder and in connection with the Securities, the Paying Agent and Registrar shall act solely as agents of the Company, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder. 

The Company may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered
for any or all such purposes 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 obligation to maintain an office or agency in
each Place of Payment for Securities of any Series for such purposes. The Company shall give prompt written notice to the Trustee of such designation or rescission and of any change in the location of any such other office or agency. 

  
 -9- 








 The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent
not a party to this Indenture. The agreement shall implement the provisions of this Indenture that relate to such Agent. The Company shall notify the Trustee of the name and address of any such Agent. If the Company fails to maintain a Registrar or
Paying Agent, or agent for service of notices and demands, or fails to give the foregoing notice, the Trustee shall act as such. The Company hereby appoints the Trustee as 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. The Company hereby initially designates the Corporate Trust Office of the Trustee as such office of the
Company. 
 Section 2.5. Paying Agent to Hold Assets in Trust. 

Not later than 11:00 a.m., New York City time, on each due date of any principal of or premium or interest on any Securities, the Company shall
deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, or interest. The Trustee as Paying Agent shall, and the Company shall require each Paying Agent other than the Trustee to agree in
writing that each Paying Agent shall hold in trust for the benefit of the Holders of any Series of Securities or the Trustee all assets held by the Paying Agent for the payment of principal of, or interest or premium (if any) on, such Series of
Securities (whether such assets have been distributed to it by the Company or any other obligor on such Series of Securities), and the Company and the Paying Agent shall notify the Trustee in writing of any Default by the Company (or any other
obligor on such Series of Securities) in making any such payment; provided, however, that to the extent any such funds are received by the Paying Agent from the Company after 11:00 a.m., New York time, on such due date, such funds will be
distributed to such Persons within one Business Day of receipt thereof. The Company at any time may require a Paying Agent to distribute all assets held by it to the Trustee and account for any assets disbursed and the Trustee may at any time during
the continuance of any payment default with respect to any Series of Securities, upon written request to a Paying Agent, require such Paying Agent to distribute all assets held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the Company to the Paying Agent, the Paying Agent shall have no further liability for such assets. 

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. If the Trustee is not the Registrar, the Company shall furnish to the Trustee as of each regular record date for the payment of interest on the Securities of a Series and before each related Interest
Payment Date, and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Securityholders of each Series of Securities. 

Section 2.7. Transfer and Exchange. 

When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the
transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of
the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4 hereof, the Company
shall execute and the Trustee shall authenticate Securities at the Registrar’s request. 
 If Securities are issued as Global
Securities, the provisions of Section 2.15 shall apply. 

  
 -10- 








 All Securities issued upon any registration of transfer or exchange of Securities shall be the
valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or
a co-Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. 

Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5 hereof. The Trustee shall not be required to register transfers
of Securities of any Series or to exchange Securities of any Series for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of
any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part. 

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under
this Indenture or under applicable law with respect to any transfer of any interest in any Security (including any transfers between or among the Depositary or other beneficial owners of interests in any Global Security) other than to require
delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with
the express requirements hereof. Neither the Trustee, or any of it respective agents, shall have responsibility for any actions taken or not taken by a Depositary. 

The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Security, a member of, or a participant in, the
applicable Depositary or other Person with respect to the accuracy of the records of a Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Securities or with respect to the delivery to any
participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption or purchase) or the payment of any amount or delivery of any Securities (or other security or property) under or with
respect to such Securities. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Securities shall be given or made only to or upon the order of the registered Holders (which shall be the
Depositary or its nominee in the case of a Global Security). The rights of beneficial owners in any Global Security shall be exercised only through the applicable Depositary subject to the applicable rules and procedures of the Depositary. The
Trustee may rely and shall be fully protected in relying upon information furnished by the applicable Depositary with respect to its members, participants and any beneficial owners. 

Section 2.8. Replacement Securities. 

If a mutilated Security is surrendered to the Trustee or if the Holder of a Security presents evidence to the satisfaction of the Company and
the Trustee that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security of the same Series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding. An indemnity bond may be required by the Company or the Trustee that is sufficient in the reasonable judgment of the Company or the Trustee, as the case may be, to protect the Company, the Trustee or any Agent from any
loss which any of them may suffer if a Security is replaced. The Company may charge such Holder for its out-of-pocket expenses in replacing a Security, including the 

  
 -11- 








 
fees and expenses of the Trustee. Upon the issuance of any new Security under this Section, the Company or the Trustee 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 and its counsel) connected therewith. Every replacement Security shall constitute an original additional 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. 
 Section 2.9. Outstanding Securities. 

Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for
cancellation, and those described in this Section 2.9 as not outstanding. 
 If a Security is replaced pursuant to Section 2.8
(other than a mutilated Security surrendered for replacement), it ceases to be outstanding until the Company and the Trustee receive proof satisfactory to each of them that the replaced Security is held by a bona fide purchaser. A mutilated Security
ceases to be outstanding upon surrender of such Security and replacement thereof pursuant to Section 2.8. 
 If a Paying Agent holds on
a Redemption Date or the Stated Maturity money sufficient to pay the principal of, premium, if any, and accrued interest on Securities payable on that date and is not prohibited from paying such money to the Holders thereof pursuant to the terms of
this Indenture (provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made), then on and after that date such
Securities cease to be outstanding and interest on them ceases to accrue. 
 The Company may purchase or otherwise acquire the Securities,
whether by open market purchases, negotiated transactions or otherwise. A Security does not cease to be outstanding solely because the Company or an Affiliate holds the Security. 

Section 2.10. When Treasury Securities Disregarded; Determination of Holders’ Action. 

In determining whether the Holders of the required aggregate principal amount of the Securities of any Series have concurred in any direction,
waiver or consent, the Securities of any Series owned by the Company or any other obligor on such Securities or by any Affiliate of any of them shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected
in relying on any such direction, waiver or consent, only Securities of such Series which the Trustee actually knows are so owned shall be so disregarded. Securities of such Series so owned which have been pledged in good faith shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to the Securities of such Series and that the pledgee is not the Company or any other obligor upon the Securities of such
Series or any Affiliate of any of them. 
 Section 2.11. Temporary Securities. 

Until definitive Securities are ready for delivery, the Company may prepare and execute and the Trustee shall authenticate temporary
Securities. Temporary Securities shall be substantially in the form, and shall carry all rights, of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and execute and the Trustee shall authenticate definitive Securities in exchange for temporary Securities presented to it without charge to the Holder. Until so exchanged, temporary Securities shall have the same rights under
this Indenture as the definitive Securities. 

  
 -12- 








 Section 2.12. Cancellation. 

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee for cancellation. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company
may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold. The
Registrar and the Paying Agent shall forward to the Trustee any Securities surrendered to them for transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent, and no one else, shall cancel and
at the written request of the Company, shall dispose of all Securities surrendered for transfer, exchange, payment, replacement or cancellation. If the Company shall acquire any of the Securities, such acquisition shall not operate as a redemption
or satisfaction of the Indebtedness represented by such Securities unless and until the same are surrendered to the Trustee for cancellation pursuant to this Section 2.12. No Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section 2.12, except as expressly permitted by this Indenture. 
 Section 2.13. Payment of Interest;
Defaulted Interest; Computation of Interest. 
 Except as otherwise provided as contemplated by Section 2.2 with respect to any
Series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security is registered at the close of business on the regular
record date for such interest, as provided in the Board Resolution, supplemental indenture hereto or Officers’ Certificate establishing the terms of such Series. 

If the Company defaults in a payment of interest on the Securities, it shall pay the defaulted amounts, plus, to the extent permitted by law,
any interest payable on defaulted amounts pursuant to Section 4.1 hereof, to the Persons who are Securityholders on a subsequent special record date, which date shall be the fifteenth day, whether or not a Business Day, next preceding the date
fixed by the Company for the payment of defaulted interest. At least 15 days before the special record date, the Company shall mail or cause to be mailed to each Securityholder, with a copy to the Trustee, a notice that states the special record
date, the payment date, and the amount of defaulted interest, and interest payable on such defaulted interest, if any, to be paid. 
 Except
as otherwise specified as contemplated by Section 2.2 for Securities of any Series, interest on the Securities of each Series shall be computed on the basis of a 360-day year of twelve 30-day months. 

Section 2.14. CUSIP Number. 
 The
Company in issuing the Securities may use one or more “CUSIP” numbers, and if so, the Trustee shall use the CUSIP number(s) in notices of redemption or exchange as a convenience to Holders, provided that any such notice may state
that no representation is made as to the correctness or accuracy of the CUSIP number(s) printed in the notice or on the Securities, and that reliance may be placed only on the other identification numbers printed on the Securities and any such
redemption shall not be affected by any defect in or omission of any such numbers. 

  
 -13- 








 Section 2.15. Provisions for Global Securities. 

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

(b) Notwithstanding any provisions to the contrary contained in Section 2.7 of the Indenture and in addition thereto, if, and only if
(A) the Depositary at any time is unwilling or unable to continue as Depositary for such Global Security or ceases to be a clearing agency registered under the Exchange Act and a successor Depositary is not appointed by the Company within 90
days after the date the Company is so informed in writing or becomes aware of the same, (B) an Event of Default occurs with respect to the Securities or (C) the Company shall so elect, the Company promptly will execute and deliver to the
Trustee definitive Securities, and the Trustee, upon receipt of a Company Request for the authentication and delivery of such definitive Securities (which the Company will promptly execute and deliver to the Trustee) and an Officers’
Certificate to the effect that such Global Security shall be so exchangeable, will authenticate and deliver definitive Securities, without charge, registered in such names and in such authorized denominations as the Depositary shall direct in
writing (pursuant to instructions from its direct and indirect participants or otherwise) in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms. Upon the exchange of a Global Security for
definitive Securities, such Global Security shall be canceled by the Trustee. Unless and until it is exchanged in whole or in part for definitive Securities, as provided in this Section 2.15(b), 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. 
 (c) 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.” 
 In addition, so long as the Depository Trust Company (“DTC”) is the
Depositary, each Global Security registered in the name of DTC or its nominee shall bear a legend in substantially the following form: 

“UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
(“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY GLOBAL SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC 

  
 -14- 








 
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.” 
 (d) 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.

 (e) Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of
the principal of and interest and premium, if any, on any Global Security shall be made to the Depositary or its nominee in its capacity as the Holder thereof. 

(f) Except as provided in Section 2.15(e), the Company, the Trustee and any Agent shall treat a Person as the Holder of such principal
amount of outstanding Securities of any Series represented by a Global Security as shall be specified in a written statement of the Depositary (which may be in the form of a participants’ list for such Series) 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, provided that until the Trustee is so provided with a written statement, it may treat the
Depositary or any other Person in whose name a Global Security is registered as the owner of such Global Security for the purpose of receiving payment of principal of and any premium and, any interest on such Global Security and for all other
purposes whatsoever, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. 

Section 2.16. Persons Deemed Owners. 

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee, the Registrar and any agent of the Company, the
Registrar or the Trustee shall treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and any interest on such Security and for all other purposes
whatsoever, and neither the Company, the Trustee, the Registrar nor any agent of the Company, the Registrar or the Trustee shall be affected by notice to the contrary. 

ARTICLE 3 
 REDEMPTION

 Section 3.1. Notices to Trustee. 

The provisions of this Article shall be applicable to the Securities of any Series which are redeemable prior to their Stated Maturity except
as otherwise specified as contemplated by Section 2.2 for Securities of such Series. The Company may, with respect to the Securities of any such Series, 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 or the related Board Resolution, supplemental indenture or Officers’ Certificate. If a
Series of Securities is redeemable and the Company elects to redeem such Securities of a Series, it shall notify the Trustee of the Redemption Date and the principal amount of Securities to be redeemed at least 35 days (unless a shorter notice
period shall be satisfactory to the Trustee) before the Redemption Date. Any such notice may be canceled at any time prior to notice of such redemption being mailed to any Holder and shall thereby be void and of no effect. 

  
 -15- 








 Section 3.2. Selection by Trustee of Securities to be Redeemed. 

Unless otherwise indicated for a particular Series of Securities by a Board Resolution, a supplemental indenture or an Officers’
Certificate, if fewer than all of the Securities of a Series are to be redeemed, DTC (as such term is defined below) in accordance with its standard procedures shall select the Securities to be redeemed. If fewer than all of the Securities of a
Series are to be redeemed, the Securities of that Series to be redeemed will be selected by DTC (as such term is defined below) in accordance with its standard procedures. If the Securities to be redeemed are not Global Securities then held by DTC,
or DTC prescribes no method of selection, the Trustee will select the Securities to be redeemed on a pro rata basis, by lot, or by any other method the Trustee deems fair and appropriate and subject to and otherwise in accordance with the procedures
of DTC. 
 The Trustee shall make the selection from Securities of a Series outstanding and not previously called for redemption and shall
promptly notify the Company in writing of the Securities selected for redemption and, in the case of any Security selected for partial redemption, the principal amount thereof to be redeemed at least 30 but not more than 60 days before the
Redemption Date. Securities of a Series in denominations of $1,000 may be redeemed only in whole. The Trustee may select for redemption portions of the principal of Securities of a Series that have denominations larger than $1,000. Securities of a
Series and portions of them it selects shall be in amounts 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 called for redemption also apply to portions of Securities 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, at
least 30 days, and no more than 60 days, before a Redemption Date, the Company shall mail or cause to be mailed (or shall send the applicable notice electronically, in accordance with the procedures of the Depositary), a notice of redemption to each
Holder whose Securities are to be redeemed at his or her last address as the same appears on the registry books maintained by the Registrar. The notice shall identify the Securities to be redeemed (including the CUSIP number(s) thereof, if any) and
shall state: 
 (1) the Redemption Date; 

(2) the redemption price, and that such redemption price shall become due and payable on the Redemption Date; 

(3) if any Security of a Series is being redeemed in part, the portion of the principal amount of such Security of a Series to
be redeemed and that, after the Redemption Date and upon surrender of such Security of a Series, a new Security or Securities in principal amount equal to the unredeemed portion will be issued; 

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

(5) that Securities of a Series called for redemption must be surrendered to the Paying Agent to collect the redemption price,
and the place or places where each such Security is to be surrendered for such payment; 
 (6) that, unless the Company
defaults in making the redemption payment, interest on the Securities of a Series called for redemption ceases to accrue on the Redemption Date, and the only remaining right of the Holders of such Securities is to receive payment of the redemption
price upon surrender to the Paying Agent of the Securities redeemed; 

  
 -16- 








 (7) if fewer than all the Securities of a Series are to be redeemed, the
identification of the particular Securities of a Series (or portion thereof) to be redeemed, as well as the aggregate principal amount of Securities of a Series to be redeemed and the aggregate principal amount of Securities of a Series to be
outstanding after such partial redemption; 
 (8) the CUSIP number, if any, printed on the Securities being redeemed; and

 (9) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or
printed on the Securities. 
 At the Company’s request, upon receipt of a Company Order, the Trustee shall give the notice of
redemption in the Company’s name and at the Company’s sole expense. 
 Section 3.4. Effect of Notice of Redemption. 

Once the 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, plus interest, if any, accrued to the Redemption Date. Upon surrender to the Trustee or Paying Agent, such Securities of a Series shall be paid at the redemption price, plus accrued interest, if any,
to the Redemption Date, provided that if the Redemption Date is after a regular interest payment record date and on or prior to the next Interest Payment Date, the accrued interest shall be payable to the Holder of the redeemed Securities
registered on the relevant record date, as specified by the Company in the notice to the Trustee pursuant to Section 3.1 hereof. 

Section 3.5. Deposit of Redemption Price. 

On or prior to the Redemption Date (but no later than 11:00 A.M. Eastern Time on such 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 other than Securities or portions thereof called for redemption on that date which have been delivered by the Company to the
Trustee for cancellation. 
 On and after any Redemption Date, if money sufficient to pay the redemption price of and accrued interest on
Securities called for redemption shall have been made available in accordance with the preceding paragraph and the Company and the Paying Agent are not prohibited from paying such moneys to Holders, the Securities called for redemption will cease to
accrue interest and the only right of the Holders of such Securities will be to receive payment of the redemption price of and, subject to the proviso in Section 3.4, accrued and unpaid interest on such Securities to the Redemption Date. If any
Security called for redemption shall not be so paid, interest will be paid, from the Redemption Date until such redemption payment is made, on the unpaid principal of the Security and any interest or premium (if any) not paid on such unpaid
principal, in each case, unless otherwise specified with respect to the Securities of such Series as contemplated by Section 2.2, at the rate of interest borne by such Security. 

Section 3.6. Securities Redeemed in Part. 

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

  
 -17- 








 ARTICLE 4 

COVENANTS 
 Section 4.1.
Payment of Securities. 
 The Company shall pay the principal of and interest and premium, if any, on each Series of Securities on the
dates and in the manner provided in such Securities and this Indenture. 
 An installment of principal or interest shall be considered paid
on the date it is due if the Trustee or Paying Agent holds on that date money designated for and sufficient to pay such installment and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture or otherwise.

 The Company shall pay interest on overdue principal, and overdue interest, to the extent lawful, at the rate borne by the Securities of
the applicable Series unless otherwise specified as contemplated by Section 2.2 with respect to the Securities of a Series. 
 Section 4.2.
SEC Reports. 
 To the extent any Securities of a Series are outstanding, the Company will: 

(1) file with the Trustee within 15 days after the time it is required to file the same with the SEC, copies of the quarterly
and annual report and of the information documents and other reports, if any, which the Company is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act or, if the Company is not required to file information,
documents or reports pursuant to either of such Sections, then it will file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and
regulations; 
 (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time
to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 

(3) transmit by mail to the Holders of Securities, within 30 days after the filing thereof with the Trustee, in the manner and
to the extent provided in TIA Section 313(c), such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraph (1) or (2) of this Section as may be required by rules and regulations
prescribed from time to time by the Commission; 
 provided that notwithstanding the foregoing, the availability of any such information, documents,
reports or summaries described in the foregoing clauses (1), (2) and (3) on a website maintained by the Commission shall be deemed to fulfill the requirements to file such information, documents, reports or summaries, as the case may be,
with the Trustee under this Section 4.2. 

  
 -18- 








 Section 4.3. Maintenance of Office or Agency. 

To the extent any Securities of a Series are outstanding, the Company shall maintain an office or agency (which may be an office of the Trustee
or an affiliate of the Trustee, Registrar or co-registrar) where any Series of Securities may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of such Series
and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in such location, of such office or agency. If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. 

The Company also from time to time may designate one or more additional offices or agencies where the Securities of any Series may be
presented or surrendered for any or all such purposes and from time to time may rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. 

Section 4.4. Compliance Certificate. 

To the extent any Securities of a Series are outstanding, the Company shall deliver to the Trustee, within 120 days after the end of each
fiscal year of the Company, an Officers’ Certificate which complies with TIA Section 314(a)(4) stating that a review of the activities of the Company and its Subsidiaries during such fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept, 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 or her
knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in this Indenture and that there is no 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 or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to the best of his or
her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest or premium, if any, on the Securities is prohibited or if such event has occurred, a description of the event and
what action the Company is taking or proposes to take with respect thereto. 
 Section 4.5. Corporate Existence. 

Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its
corporate existence, in accordance with the organizational documents (as the same may be amended from time to time) of the Company and the rights (charter and statutory), licenses and franchises of the Company; provided, however, that
the Company shall not be required to preserve its corporate existence, 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 that the loss thereof is not
adverse in any material respect to the Holders. 
 Section 4.6. Waiver of Certain Covenants. 

With respect to the Securities of any Series, the Company may omit in any particular instance to comply with any term, provision or condition
contained in Section 4.5 or otherwise specified pursuant to Section 2.2(8) as being applicable to the Securities of such Series, if before or after the time for such 

  
 -19- 








 
compliance the Holders of at least a majority in principal amount of all outstanding Securities of such Series waive such compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
 ARTICLE 5 

SUCCESSOR CORPORATION 

Section 5.1. Limitation on Consolidation, Merger and Sale of Assets. 

(a) The Company will not, in any transaction or series of transactions, merge or consolidate with or into, or sell, assign, transfer or lease
or otherwise dispose of all or substantially all of its properties and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions), to any Person or Persons, unless at the time of and after giving
effect thereto (i) either (A) if the transaction or series of transactions is a merger or consolidation, the Company shall be the surviving Person of such merger or consolidation, or (B) the Person formed by such consolidation or into
which the Company is merged or to which the properties and assets of the Company are transferred (any such surviving Person or transferee Person being the “Surviving Entity”) shall be a corporation organized and existing under the laws of
the United States of America, any state thereof or the District of Columbia and shall expressly assume by a supplemental indenture executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all of the obligations of the
Company (including, without limitation, the obligation to pay the principal of, and premium and interest, if any, on the Securities and the performance of all of the other covenants) under the Securities of each Series and this Indenture, and in
each case, this Indenture shall remain in full force and effect; and (ii) immediately before and immediately after giving effect to such transaction or series of transactions on a pro forma basis (including, without limitation, any Indebtedness
incurred or anticipated to be incurred in connection with or in respect of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing. 

(b) In connection with any consolidation, merger or transfer of assets contemplated by this Section 5.1, the Company shall deliver, or
cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and the supplemental indenture in
respect thereto comply with this Section 5.1 and that all conditions precedent herein provided for relating to such transaction or transactions have been complied with. 

Section 5.2. Successor Person Substituted. 

Upon any consolidation or merger, or any transfer of all or substantially all of the assets of the Company in accordance with Section 5.1
above, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer 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 corporation had been named as the Company herein, and thereafter (except with respect to any such transfer which is a lease) the predecessor corporation shall be relieved of all obligations and covenants
under this Indenture and the Securities. 

  
 -20- 








 ARTICLE 6 

DEFAULTS AND REMEDIES 

Section 6.1. Events of Default. 

“Events 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, it is provided that such Series shall not have the benefit of said Event of Default: 

(1) there is a default in the payment of any principal of, or premium, if any, on the Securities of such Series when the same
becomes due and payable, whether at Maturity, or upon acceleration, redemption, or otherwise; 
 (2) there is a default in
the payment of any interest on any Security of such Series when the same becomes due and payable and the Default continues 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); 
 (3) the Company defaults in the performance of or
breaches any other covenant or agreement of the Company in the Indenture applicable to such Series and such default or breach continues for a period of 90 consecutive days after written notice thereof has been given to the Company by the Trustee or
to the Company and the Trustee by the Holders of not less than 25% in aggregate principal amount of the outstanding Securities of such 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; 
 (4) the Company or any Significant Subsidiary pursuant to or within
the meaning of any Bankruptcy Law: 
 (i) commences a voluntary case or proceedings, 

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

(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) issues a public announcement admitting its inability to pay its debts generally as they become due; 

(5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that (a) is for relief against
the Company or any Significant Subsidiary in an involuntary case, (b) appoints a Custodian of the Company or any Significant Subsidiary or for all or substantially all of its property, or (c) orders the winding-up or liquidation of the
Company or any Significant Subsidiary, and the order or decree remains unstayed and in effect for 90 days; or 

  
 -21- 








 (6) 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(19). 

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. 
 When a Default is
cured, it ceases to exist. 
 Section 6.2. Acceleration. 

If an Event of Default with respect to Securities of any Series at the time outstanding (other than an Event of Default arising under
Section 6.1(4) or (5) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company, or the Holders of not less than 25% in aggregate principal amount of the Securities of that Series then outstanding
by written notice to the Company and the Trustee, may declare that the entire principal amount of, and premium, if any, on all the Securities of that Series then outstanding plus accrued and unpaid interest to the date of acceleration are
immediately due and payable, in which case such amounts shall become immediately due and payable; provided, however, that after such acceleration, but before a judgment or decree based on such acceleration is obtained by the Trustee,
the Holders of a majority in aggregate principal amount of the outstanding Securities of such Series may rescind and annul such acceleration and its consequences if (i) all existing Events of Default, other than the nonpayment of accelerated
principal, premium, if any, or interest that has become due solely because of the acceleration, have been cured or waived, (ii) to the extent the payment of such interest is lawful, interest on overdue installments of interest and overdue
principal, which has become due otherwise than by such declaration of acceleration, has been paid and (iii) the rescission would not conflict with any judgment or decree. No such rescission shall affect any subsequent Default or impair any
right consequent thereto. In case an Event of Default specified in Section 6.1(4) or (5) occurs with respect to the Company, such principal, premium, if any, and interest amount with respect to all of the Securities of that Series shall be
due and payable immediately without any declaration or other act on the part of the Trustee or the Holders of the Securities of that Series. 

Section 6.3. Remedies. 
 If an
Event of Default with respect to Securities of any Series at the time outstanding occurs and is continuing, the Trustee may pursue any available remedy by proceeding at law or in equity to collect the payment of principal of, or premium, if any, and
interest on the Securities of that Series or to enforce the performance of any provision of the Securities of that Series or this Indenture. 

The Trustee may maintain a proceeding even if it does not possess any of the Securities of that Series or does not produce any of them in the
proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No
remedy is exclusive of any other remedy. All available remedies are cumulative to the extent permitted by law. 
 Section 6.4. Waiver of Past
Defaults and Events of Default. 
 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 Default hereunder with respect to such Series and its consequences, except a default: 

(1) in the payment of the principal of, or premium or interest on any Security of such Series, or 

  
 -22- 








 (2) in respect of a covenant or provision hereof which under Article 9 cannot be
modified or amended without the consent of the Holder of each outstanding Security of such Series affected. 
 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 Event of Default or impair any
right consequent thereon. 
 Section 6.5. Control by Majority. 

Subject to Sections 6.2, 6.6, 6.7 and 8.2 hereof, the Holders of a majority in principal amount of the Securities of any Series then
outstanding may 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 by this Indenture with respect to such Series. The Trustee, however, may
refuse to follow any direction that conflicts with law or this Indenture or that the Trustee determines may be unduly prejudicial to the rights of another Securityholder or that may involve the Trustee in personal liability (it being understood that
the Trustee shall have no duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holder); provided that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with
such direction. This Section 6.5 shall be in lieu of TIA Section 316(a)(1)(A), and TIA Section 316(a)(1)(A) is hereby expressly excluded from this Indenture and Section as permitted by the TIA. 

Section 6.6. Limitation on Suits. 

Subject to Section 6.7 below, a Securityholder may not institute any proceeding or pursue any remedy with respect to this Indenture or the
Securities of a Series unless: 
 (1) the Holder gives to the Trustee written notice of a continuing Event of Default with
respect to the Securities of that Series; 
 (2) the Holders of at least 25% in aggregate principal amount of the Securities
of such Series then outstanding make a written request to the Trustee to pursue the remedy; 
 (3) such Holder or Holders
offer to the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense to be incurred in compliance with such request; 

(4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity or
security; and 
 (5) 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 aggregate principal amount of the Securities of such Series then outstanding. 
 A Securityholder may
not use this Indenture to prejudice the rights of another Securityholder or to obtain a preference or priority over another Securityholder. 

  
 -23- 








 Section 6.7. Rights of Holders to Receive Payment. 

Notwithstanding any other provision of this Indenture, the right of any Holder of a Security of a Series to receive payment of principal of,
and premium, if any, and interest of the Security of such Series on or after the respective due dates expressed in the Security of such Series, or to bring suit for the enforcement of any such payment on or after such respective dates, is absolute
and unconditional and shall not be impaired or affected without the consent of the Holder. 
 Section 6.8. Collection Suit by Trustee.

 If an Event of Default in payment of principal, premium or interest specified in Section 6.1(1) or (2) hereof with respect
to Securities of any Series at the time outstanding occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company (or any other obligor on the Securities of that Series) for the
whole amount of unpaid principal and premium, if any, and accrued interest remaining unpaid, together with interest on overdue principal and premium, if any, and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest, in each case at the rate then borne by the Securities of that Series, and such further amounts 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, as set forth in Section 7.7. 
 Section 6.9. Trustee May File Proofs
of Claim. 
 The Trustee may file such proofs of claim and other papers or documents, and take other actions (including sitting on a
committee of creditors) 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 the
Securityholders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Securities), any of their respective creditors or any of their respective property and shall be entitled and empowered to collect and receive
any monies or other property payable or deliverable on any such claims and to distribute the same after deduction of its charges and expenses to the extent that any such charges and expenses are not paid out of the estate in any such proceedings and
any custodian in any such judicial proceeding is hereby authorized by each Securityholder 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 Securityholders, to pay to
the Trustee any amount due to 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 hereof. 

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any
Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities of a Series or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such
proceedings. 
 Section 6.10. Priorities. 

If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order: 

FIRST: to the Trustee for amounts due to it under Section 7.7; 

SECOND: to Holders of Securities for amounts due and unpaid on the Securities for principal, premium, if any, and interest,
ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal, premium, if any, and interest, respectively; and 

  
 -24- 








 THIRD: to the Company. 

The Trustee may fix a record date and payment date for any payment to Holders of Securities pursuant to this Section 6.10. 

Section 6.11. Undertaking for Costs. 

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 or omitted
by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’
fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder pursuant to
Section 6.7 hereof or a suit by Holders of more than 10% in principal amount of the Securities of a Series then outstanding. 

Section 6.12. Waiver of Stay, Extension or Usury Laws. 

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead (as a defense or otherwise)
or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension, usury or other law which would prohibit or forgive the Company from paying all or any portion of the principal of, premium, if any, and/or interest on the
Securities as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Indenture; and (to the extent that they may lawfully do so) the Company hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not 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 had been
enacted. 
 Section 6.13. 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 the Company, the Trustee, and each such Holder shall, subject to any determination in such proceeding, be
restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and each such Holder shall continue as though no such proceeding had been instituted. 

ARTICLE 7 
 TRUSTEE

 Section 7.1. Duties of Trustee. 

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this
Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the same circumstances in the conduct of his own affairs. 

  
 -25- 








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

(1) the Trustee need perform only those duties that are specifically set forth in this Indenture and no covenants or
obligations shall be implied in this Indenture against the Trustee. 
 (2) 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 certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture but, in the case of
any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this
Indenture. 
 (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: 
 (1) This paragraph does not limit the effect of paragraph (b) of this
Section 7.1. 
 (2) 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. 
 (3) The Trustee shall not
be liable with respect to any action it takes or omits to take in good faith in ‘accordance with a direction received by it pursuant to Sections 6.2 and 6.5 hereof. 

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

(e) Whether or not therein expressly so provided, paragraphs (a), (b), (c) and (d) of this Section 7.1 shall govern every
provision of this Indenture that in any way relates to the Trustee. 
 (f) The Trustee and Paying Agent shall not be liable for interest on
any money received by it except as the Trustee and Paying Agent 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 the law. 

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including, without limitation, Paying Agent, Registrar, or authenticating agent. 

Section 7.2. Rights of Trustee. 

(a) Subject to Section 7.1 hereof: 

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

(2) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel, or
both, which shall conform to the provisions of Section 10.5 hereof. The Trustee shall be protected and 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. 

  
 -26- 








 (3) The Trustee may act through agents and attorneys and shall not be responsible
for the misconduct or negligence of any agent appointed by it with due care. 
 (4) The Trustee shall not be liable for any
action it takes or omits to take in good faith which it reasonably believes to be authorized or within its rights or powers; provided, however, that the Trustee’s conduct does not constitute negligence, willful misconduct or bad
faith. 
 (5) The Trustee may consult with counsel reasonably acceptable to the Trustee, which may be counsel to the Company,
and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice
or opinion of such counsel. 
 (6) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have offered to the Trustee security or indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby. 
 (7) The Trustee shall not be deemed to have knowledge of any fact or matter
(including, without limitation, a Default or Event of Default) unless a Responsible Officer of the Trustee has actual knowledge of such fact or matter or unless written notice of such fact or matter is received by a Responsible Officer of the
Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities, the Company and this Indenture. 

(8) Unless otherwise expressly provided herein or in the Securities of a Series or the related Board Resolution, supplemental
indenture or Officers’ Certificate, the Trustee shall not have any responsibility with respect to reports, notices, certificates or other documents filed with it hereunder, except to make them available for inspection, at reasonable times, by
Securityholders, it being understood that delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (except as set forth in Section 4.4). 

(9) Permissive rights or powers granted to the Trustee hereunder shall not be construed to be a duty. 

(10) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of
any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action. 

(11) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder. 

  
 -27- 








 (12) The Trustee may request that the Company deliver a certificate setting forth
the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture. 

(13) In accordance with Section 326 of the U.S.A. Patriot Act, to help fight the funding of terrorism and money laundering
activities, the Trustee will obtain, verify, and record information that identifies individuals or entities that establish a relationship or open an account with the Trustee. The Trustee will ask for the name, address, tax identification number or
organization identification number and other information that will allow the Trustee to identify the individual or entity who is establishing the relationship or opening the account. The Trustee may also ask for formation documents such as articles
of incorporation, an offering memorandum, or other identifying documents to be provided. 
 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 make loans to, accept
deposits from, perform services for or otherwise deal with the Company, or any Affiliate thereof, with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee, however, shall be subject to
Sections 7.10 and 7.11 hereof. 
 Section 7.4. Trustee’s Disclaimer. 

The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities (except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture and authenticate the Securities and perform its obligations hereunder), it shall not be accountable for the Company’s use of the proceeds from the sale of Securities or any money paid
to the Company pursuant to the terms of this Indenture and it shall not be responsible for 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 certificates
of authentication. 
 Section 7.5. Notice of Default. 

If a Default or an Event of Default occurs and is continuing with respect to the Securities of any Series and if it is known to the Trustee,
the Trustee shall mail to each Securityholder of the Securities of that Series notice of the Default or the Event of Default, as the case may be, within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge
of such Default or Event of Default (except if such Default or Event of Default has been validly cured or waived before the giving of such notice). Except in the case of a Default or an Event of Default in payment of the principal of, or premium, if
any, or interest on any Security of any Series, the Trustee may withhold the notice if and so long as the Board of Directors of the Trustee, the executive committee or any trust committee of such board and/or its Responsible Officers in good faith
determine(s) that withholding the notice is in the interests of the Securityholders of that Series. 
 Section 7.6. Reports by Trustee to
Holders. 
 If and to the extent required by the TIA, within 60 days after April 1 of each year commencing the April 1
following the date of this Indenture, the Trustee shall mail to each Securityholder a brief report dated as of such April 1 that complies with TIA Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and 313(c). 

  
 -28- 








 A copy of each report at the time of its mailing to Securityholders shall be filed with the
Commission and any stock exchange on which the Securities of that Series are listed. The Company shall promptly notify the Trustee when the Securities of any Series are listed on any stock exchange or any delisting thereof, and the Trustee shall
comply with TIA Section 313(d). 
 Section 7.7. Compensation and Indemnity. 

The Company shall pay to the Trustee or any predecessor Trustee from time to time reasonable compensation for its services as the Company and
the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any provision of law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee within 45 days after
receipt of request for all reasonable and documented out-of-pocket disbursements and expenses incurred or made by it in connection with its duties under this Indenture, including the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel. 
 The Company shall indemnify the Trustee or any predecessor Trustee, and their respective officers,
directors, employees, representatives and agents, for, and hold it harmless against, any and all loss, liability, tax, (other than taxes based upon measured by or determined by income of Trustee), damage, claim or reasonable and documented expenses
incurred by it (except as set forth in the next paragraph) in connection with the acceptance or performance of its duties under this Indenture, including the reasonable, documented costs and expenses of one separate firm (in addition to one firm of
local counsel for any one jurisdiction) for defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. 

The Trustee shall notify the Company promptly of any claim asserted against the Trustee for which it may seek indemnity. The failure by the
Trustee to so notify the Company shall not however relieve the Company of its obligation`s. Notwithstanding the foregoing, the Company need not reimburse the Trustee for any expense or indemnify it against any loss, liability, tax, damage, claim or
expense incurred by the Trustee through its willful misconduct, bad faith or negligence (as finally adjudicated by a court of competent jurisdiction). To secure the payment obligations of the Company in this Section 7.7, 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 such money or property held in trust to pay principal of and interest and premium (if any) on particular Securities of that Series. Such
lien shall survive the satisfaction and discharge of this Indenture solely to the extent of any payment obligations of the Company under Section 7.7 at such time. 

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(4) or (5) hereof occurs, the
expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. For purposes of this Section 7.7, the term “Trustee” shall include any trustee appointed pursuant to
Article 9. 
 The provisions of this Section 7.7 shall survive the resignation or removal of the Trustee and the satisfaction,
discharge and termination of this Indenture for any reason. 
 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 7.8. 
 The Trustee may resign with respect to the Securities of one or more
Series by so notifying the Company in writing at least 90 days in advance of such resignation. 

  
 -29- 








 The Holders of a majority in principal amount of the outstanding Securities of any Series may
remove the Trustee with respect to that Series by notifying the removed Trustee in writing and may appoint a successor Trustee with respect to that Series with the consent of the Company, which consent shall not be unreasonably withheld. The Company
may remove the Trustee with respect to that Series at its election if: 
 (1) the Trustee fails to comply with, or ceases to
be eligible under, Section 7.10 hereof; 
 (2) 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; 
 (3) a Custodian or other public officer takes charge of
the Trustee or its property; or 
 (4) the Trustee otherwise becomes incapable of acting. 

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee with respect to any Series of Securities for any reason,
the Company shall promptly appoint, by Board Resolution, a successor Trustee. 
 If a successor Trustee with respect to the Securities of
one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least a majority in principal amount of the outstanding 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 one or more Series fails to comply with Section 7.10 hereof, any 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
following such delivery, (i) the retiring Trustee with respect to one or more Series shall, subject to its rights under Section 7.7 hereof, transfer all property held by it as Trustee with respect to such Series to the successor Trustee,
(ii) the resignation or removal of the retiring Trustee shall become effective, and (iii) the successor Trustee with respect to such Series shall have all the rights, powers and duties of the Trustee under this Indenture. A successor
Trustee with respect to the Securities of one or more Series shall mail notice of its succession to each Securityholder of such Series. For the avoidance of doubt, notwithstanding the replacement of the Trustee pursuant to Section 7.8,
the Company’s obligations under Section 7.7 shall continue for the benefit of the retiring Trustee. 
 Section 7.9.
Successor Trustee by Consolidation, Merger or Conversion. 
 If the Trustee, or any Agent, consolidates with, merges or converts into,
or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the successor corporation without any further act shall be the successor Trustee or Agent, as the case may be. 

Section 7.10. Eligibility; Disqualification. 

This Indenture shall always have a Trustee who satisfies the requirements of TIA Sections 310(a) in every respect. The Trustee (or in the case
of a Trustee that is a Person included in a bank holding company system, the related bank holding company) shall have a combined capital and surplus of at least $100,000,000 as set forth in its most recent published annual report of condition. The
Trustee shall 

  
 -30- 








 
comply with TIA Section 310(b), including the provision in Section 310(b)(1). In addition, if the Trustee is a Person included in a bank holding company system, the Trustee,
independently of such bank holding company, shall meet the capital requirements of TIA Section 310(a)(2). If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 7.10, it shall resign
immediately in the manner and with the effect specified in this Article 7. 
 Section 7.11. Preferential Collection of Claims Against
Company. 
 The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b).
A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. 
 Section 7.12.
Paying Agents. 
 The Company shall cause each Paying Agent other than the Trustee to execute and deliver to it and the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section 7.12: 
 (1) that
it will hold all sums held by it as agent for the payment of principal of, or premium, if any, or interest on, the Securities (whether such sums have been paid to it by the Company or by any obligor on the Securities) in trust for the benefit of
Holders of the Securities or the Trustee; 
 (2) that it will at any time during the continuance of any Event of Default,
upon written request from the Trustee, deliver to the Trustee all sums so held in trust by it together with a full accounting thereof; and 

(3) that it will give the Trustee written notice within three (3) Business Days after any failure of the Company (or by
any obligor on the Securities) in the payment of any installment of the principal of, premium, if any, or interest on, the Securities when the same shall be due and payable. 

Section 7.13. Force Majeure. 

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of
or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to
resume performance as soon as practicable under the circumstances. 
 ARTICLE 8 

AMENDMENTS, SUPPLEMENTS AND WAIVERS 

Section 8.1. Without Consent of Holders. 

The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities of any Series
without notice to or consent of any Holder of Securities of such Series: 
 (1) to cure any ambiguity, defect or
inconsistency, provided such amendment or supplement does not adversely affect the rights of any Securityholder; 

  
 -31- 








 (2) to provide for the assumption of the Company’s obligations to the
Holders of the Securities of such Series in connection with a consolidation or merger of the Company or the sale, assignment, transfer, lease or other disposition of all or substantially all of the property and assets of the Company pursuant to
Article 5; 
 (3) 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; 

(4) to comply with any requirements of the Commission in order to maintain the qualification of this Indenture under the TIA;

 (5) to make any change that does not adversely affect the rights of any Holder of the Securities of such Series; 

(6) to conform the terms of the Securities or this Indenture to the description thereof contained in the prospectus pursuant to
which such Securities are offered and sold; 
 (7) to provide for certificated Securities in addition to uncertificated
Securities; or 
 (8) to provide for the issuance of and establish the form and terms and conditions of Securities of any
Series as permitted by this Indenture. 
 Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of
any such supplemental indenture and upon receipt by the Trustee of the documents described in Section 8.6 hereof, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental indenture affects
the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such supplemental indenture. 

After an amendment or supplement under this Section 8.1 becomes effective, the Company shall mail to Securityholders a notice briefly
describing the amendment or supplement. Any failure of the Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture. 

Section 8.2. With Consent of Holders. 

(a) The Company, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or the Securities of any Series
with the written consent of the Holders of not less than a majority in aggregate principal amount of the outstanding Securities of such Series affected by such amendment or supplement. However, without the consent of each Securityholder affected, an
amendment, supplement or waiver may not (but only with respect to the Securities of any Series held by a non-consenting Holder): 

(1) change the Stated Maturity of, or the principal of or premium or interest on, the Securities of such Series; 

  
 -32- 








 (2) reduce any amounts due on the Securities of such Series or payable upon
acceleration of the maturity of the Securities of such Series following an Event of Default; 
 (3) adversely affect any
right of repayment at the Holder’s option if such option is applicable to the Securities of such Series in accordance with the provisions of Section 2.2(8); 

(4) change the place (except as otherwise permitted by the terms of this Indenture) or currency of payment on the Securities of
such Series; 
 (5) modify the Securities of such Series to contractually subordinate such Securities in right of payment to
other Indebtedness of the Company; 
 (6) reduce the percentage of Holders of Securities whose consent is required to modify
or amend this Indenture or the Securities of such Series in accordance with the provisions of this Article 8; 
 (7) reduce
the percentage of Holders of Securities whose consent is needed to waive compliance with certain provisions of this Indenture in accordance with the provisions of Section 4.6 or to waive certain Defaults in accordance with the provisions of
Section 6.4; and 
 (8) modify any of the provisions of this Section 8.2, Section 4.6 or Section 6.4,
except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each outstanding Security affected thereby. 

(b) Upon the request of the Company, accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon
the receipt by the Trustee of evidence reasonably satisfactory to the Trustee of the consent of the Securityholders as aforesaid and upon receipt by the Trustee of the documents described in Section 8.6 hereof, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s own rights, duties or immunities under this Indenture, in which case the Trustee may in its discretion, but shall not be obligated
to, enter into such supplemental indenture. 
 (c) It shall not be necessary for the consent of the Holders under this Section 8.2 to
approve the particular form of any proposed amendment, supplement or waiver, but it shall be sufficient if such consent approves the substance thereof. 

(d) After an amendment or supplement under this Section 8.2 becomes effective, the Company shall mail to Securityholders a notice briefly
describing the amendment or supplement. Any failure of the Company to mail any such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any supplemental indenture. 

Section 8.3. Compliance with Trust Indenture Act. 

Every amendment to or supplement of this Indenture or the Securities shall comply with the TIA as then in effect. 

Section 8.4. Revocation and Effect of Consents. 

Until an amendment, supplement, waiver or other action becomes effective, a consent to it by a Holder of a Security is a continuing consent
conclusive and binding upon such Holder and every 

  
 -33- 








 
subsequent Holder of the same Security or portion thereof, and of any Security issued upon the transfer thereof or in exchange therefor or in place thereof, even if notation of the consent is not
made on any such Security. Any such Holder or subsequent Holder, however, 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, supplement, waiver or other
action becomes effective. 
 The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders
entitled to consent to any amendment, supplement, or waiver which record date shall be at least 30 days prior to the first solicitation of such consent. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were
Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be
Holders after such record date. 
 After an amendment, supplement, waiver or other action becomes effective, it shall bind every
Securityholder, unless it makes a change described in any of clauses (1) through (8) of Section 8.2(a) hereof. In that case the amendment, supplement, waiver or other action 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; provided that any such waiver shall not impair or affect the right of any Holder to receive payment of
principal of and interest and premium (if any) on a Security, on or after the respective due dates expressed in such Security, or to bring suit for the enforcement of any such payment on or after such respective dates without the consent of such
Holder. 
 Section 8.5. Notation on or Exchange of Securities. 

If an amendment, supplement, or waiver changes the terms of a Security of any Series, the Trustee may request the Holder of such Security to
deliver it to the Trustee. In such case, the Trustee shall place an appropriate notation on such Security about the changed terms and return it to the Holder. Alternatively, the Company in exchange for such Security may issue and the Trustee, upon
receipt of a Company Order, shall authenticate a new security that reflects the changed terms. Failure to make the appropriate notation or issue a new Security shall not affect the validity and effect of such amendment, supplement or waiver. 

Section 8.6. Trustee to Sign Amendments, Etc. 

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 8 if the amendment, supplement or waiver does
not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing or refusing to sign such amendment, supplement or waiver the Trustee shall be entitled to receive and,
subject to Section 7.1 hereof, shall be fully protected in relying upon an Officers’ Certificate and an Opinion of Counsel stating that such amendment, supplement or waiver is authorized and permitted by this Indenture. The Company may not
sign an amendment or supplement until the Board of Directors of the Company approves it. 
 ARTICLE 9 

DISCHARGE OF INDENTURE; DEFEASANCE 

Section 9.1. Discharge of Indenture. 

When (i) all Securities of any Series previously authenticated and delivered (other than Securities replaced pursuant to Section 2.8)
have been delivered to the Trustee for cancellation and the Company 

  
 -34- 








 
has paid all sums payable by it with respect to that Series of Securities under the Indenture, or (ii) (A) the Securities of any Series mature within one year or all of them are to be
called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee, as trust funds solely for the benefit of the Holders of
the Securities of such Series for that purpose, money or U.S. Government Obligations or a combination thereof sufficient (unless such funds consist solely of money 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, to pay the principal of and interest on the Securities of such Series (other than Securities of such Series replaced pursuant to
Section 2.8) to maturity or redemption, as the case may be, and to pay all other sums payable by it under this Indenture, and (C) the Company delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel (at the cost and
expense of the Company), in each case stating that all conditions precedent provided for in this Article 9 relating to the satisfaction and discharge of the Indenture with respect to the Securities of such Series have been complied with, then this
Indenture shall, upon acknowledgment from the Trustee of such satisfaction and discharge, cease to be of further effect with respect to the Securities of such Series. 

Section 9.2. Legal Defeasance. 

Unless otherwise provided with respect to any Series pursuant to Section 2.2, the Company may at its option, by Board Resolution, be
discharged from its obligations with respect to the Securities of any Series on the date upon which the conditions set forth in Section 9.4 below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, such Legal Defeasance
means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the Securities of such Series and to have satisfied all its other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall, subject to Section 9.6 hereof, execute proper instruments acknowledging the same, as are delivered to it by the Company), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of Holders of outstanding Securities of such Series to receive solely from the trust funds described in Section 9.4 hereof and as more fully set forth in such
section, payments in respect of the principal of, premium, if any, and interest on the Securities of such Series when such payments are due, (B) the Company’s obligations with respect to the Securities of such Series under Sections 2.4,
2.5, 2.6, 2.7, 2.8 and 2.9 hereof, (C) the rights, powers, trusts, duties, and immunities of the Trustee hereunder (including claims of, or payments to, the Trustee under or pursuant to Section 7.7 hereof) and (D) this Article 9.
Subject to compliance with this Article 9, the Company may exercise its option under this Section 9.2 with respect to the Securities of any Series notwithstanding the prior exercise of its option under Section 9.3 below with respect to the
Securities of such Series. 
 Section 9.3. Covenant Defeasance. 

Unless otherwise provided with respect to any Series pursuant to Section 2.2, at the option of the Company, pursuant to a Board
Resolution, the Company shall be released from its obligations with respect to the outstanding Securities of any Series under any covenant set forth in Sections 4.2, 4.4 or 4.5 or any covenants to be applicable to the Securities of such Series as
contemplated by Section 2.2(18) unless specified otherwise pursuant to said Section, with respect to the outstanding Securities of such Series, on and after the date the conditions set forth in Section 9.4 hereof are satisfied
(hereinafter, “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified
Section or portion thereof, whether directly or indirectly by reason of any reference elsewhere herein to any such specified Section or portion thereof or by reason of any reference in any such specified Section or portion thereof to any other
provision herein or in any other document, but the remainder of this Indenture and the Securities of any Series shall be unaffected thereby. 

  
 -35- 








 Section 9.4. Conditions to Legal Defeasance or Covenant Defeasance. 

The following shall be the conditions to application of Section 9.2 or Section 9.3 hereof to the outstanding Securities of a Series:

 (1) the Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying
the requirements of Section 7.10 hereof who shall agree to comply with the provisions of this Article 9 applicable to it) as funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated
solely to, the benefit of the Holders of the Securities, (A) money in an amount, or (B) U.S. Government Obligations (or, in the case of Securities denominated in a Foreign Currency, Foreign Government Obligations) which through the
scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the
principal of, premium, if any, and accrued interest on the outstanding Securities of such Series at the Stated Maturity of such principal, premium, if any, or interest, or on dates for payment and redemption of such principal, premium, if any, and
interest selected in accordance with the terms of this Indenture and of the Securities of such Series; 
 (2) no Event of
Default or Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such deposit, or shall have occurred and be continuing at any time during the period ending on the 91st day after the date of such
deposit or, if longer, ending on the day following the expiration of the longest preference period under any Bankruptcy Law applicable to the Company in respect of such deposit as specified in the Opinion of Counsel identified in paragraph
(8) below (it being understood that this condition shall not be deemed satisfied until the expiration of such period); 

(3) such Legal Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest for purposes of the
TIA with respect to any securities of the Company; 
 (4) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute default under any other agreement or instrument to which the Company is a party or by which it is bound; 

(5) the Company shall have delivered to the Trustee an Opinion of Counsel stating that, as a result of such Legal Defeasance or
Covenant Defeasance, neither the trust nor the Trustee will be required to register as an investment company under the Investment Company Act of 1940, as amended; 

(6) in the case of an election under Section 9.2 above, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling to the effect that or (ii) there has been a change in any applicable Federal income tax law with the effect that,
and such opinion shall confirm that, the Holders of the outstanding Securities of such Series or Persons in their positions will not recognize income, gain or loss for Federal income tax purposes solely as a result of such Legal Defeasance and will
be subject to Federal income tax on the same amounts, in the same manner, including as a result of prepayment, and at the same times as would have been the case if such Legal Defeasance had not occurred; 

  
 -36- 








 (7) in the case of an election under Section 9.3 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the outstanding Securities of such Series will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will
be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; 

(8) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
all conditions precedent provided for in this Article 9 relating to either the Legal Defeasance under Section 9.2 above or the Covenant Defeasance under Section 9.3 hereof (as the case may be) have been complied with; 

(9) the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit under clause
(1) was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and 

(10) the Company shall have paid or duly provided for payment under terms mutually satisfactory to the Company and the Trustee
all amounts then due to the Trustee pursuant to Section 7.7 hereof. 
 Section 9.5. Deposited Money and U.S. and Foreign Government
Obligations to be Held in Trust; Other Miscellaneous Provisions. 
 All money, U.S. Government Obligations and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee pursuant to Section 9.4 hereof in respect of the outstanding Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal, premium, if any, and
accrued interest, but such money need not be segregated from other funds except to the extent required by law. 
 The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations and Foreign Government Obligations deposited pursuant to Section 9.4 hereof or the principal, premium, if any, and
interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Securities. 

Anything in this Article 9 to the contrary notwithstanding, but subject to payment of any of its outstanding fees and expenses, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any money, U.S. Government Obligations or Foreign Government Obligations held by it as provided in Section 9.4 hereof which, in the opinion of a nationally-recognized
firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance. 
 Section 9.6. Reinstatement. 

If the Trustee or Paying Agent is unable to apply any money, U.S. Government Obligations or Foreign Government Obligations in accordance with
Section 9.1, 9.2, 9.3 or 9.4 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations
under this Indenture and 

  
 -37- 








 
the Securities shall be revived and reinstated as though no deposit had occurred pursuant to this Article 9 until such time as the Trustee or Paying Agent is permitted to apply all such money,
U.S. Government Obligations or Foreign Government Obligations, as the case may be, in accordance with Section 9.1, 9.2, 9.3 or 9.4 hereof; provided, however, that if the Company has made any payment of principal of, premium, if
any, or accrued interest on any Securities because of the reinstatement of their obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money, U.S. Government Obligations or
Foreign Government Obligations held by the Trustee or Paying Agent. 
 Section 9.7. Moneys Held by Paying Agent. 

In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon demand of the Company, be paid to the Trustee, or if sufficient moneys have been deposited pursuant to Section 9.1 hereof, to the Company, and thereupon such Paying Agent shall be released from all further liability with
respect to such moneys. 
 Section 9.8. Moneys Held by Trustee. 

Any moneys deposited with the Trustee or any Paying Agent or then held by the Company in trust for the payment of the principal of, or premium,
if any, or interest on any Security that are not applied but remain unclaimed by the Holder of such Security for two years after the date upon which the principal of, or premium, if any, or interest on such Security shall have respectively become
due and payable shall be repaid to the Company upon Company Request, or if such moneys are then held by the Company in trust, such moneys shall be released from such trust; and the Holder of such Security entitled to receive such payment shall
thereafter, as an unsecured general creditor, look only to the Company for the payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, however, that the
Trustee or any such Paying Agent, before being required to make any such repayment, may, at the expense of the Company, either mail to each Securityholder affected, at the address shown in the register of the Securities maintained by the Registrar
or cause to be published once a week for two successive weeks, in a newspaper published in the English language, customarily published each Business Day and of general circulation in The City of New York, New York, a notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such mailing or publication, any unclaimed balance of such moneys then remaining will be repaid to the Company. After payment to the Company or
the release of any money held in trust by the Company, Securityholders entitled to the money must look only to the Company for payment as general creditors unless applicable abandoned property law designates another Person. 

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 to be included in this Indenture by the TIA, the required provision shall control. If any provision of this Indenture modifies or excludes any provision of the TIA which may be so modified or excluded, the latter provision shall be deemed
to apply to this Indenture as so modified or to be excluded, as the case may be. 

  
 -38- 








 Section 10.2. Notices. 

Any notice or communication shall be given in writing and delivered in Person, sent by facsimile (and receipt confirmed by telephone or
electronic transmission report), delivered by commercial courier service or mailed by first-class mail, postage prepaid, addressed as follows: 

If to the Company: 
 Biogen Inc.

 225 Binney Street 

Cambridge, MA 02142 
 Fax:
(866) 548-2758 
 Attention: Chief Legal Officer 

Copy to: 
 Ropes & Gray
LLP 
 Prudential Tower, 800 Boylston Street 

Boston, Massachusetts 02199-3600 

Fax: (617) 235-0024 

Attention: Thomas B. Draper 
 If
to the Trustee: 
 U.S. Bank National Association 

Corporate Trust Services – Boston 

One Federal Street, 10th Floor 

Boston, MA 02110 
 Attention:
Laura Cawley 
 The Company or the Trustee by written notice to the other may designate additional or different addresses for subsequent
notices or communications. Any notice or communication to the Company or the Trustee shall be deemed to have been given or made as of the date so delivered if personally delivered; when receipt is confirmed by telephone or electronic transmission
report, if sent by facsimile; and three (3) Business Days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have been given until actually received by the
addressee). 
 Any notice or communication mailed to a Securityholder shall be mailed to such Securityholder by first-class mail, postage
prepaid, at such Securityholder’s address shown on the register kept by the Registrar. 
 Failure to mail a notice or communication to
a Securityholder or any defect in it shall not affect its sufficiency with respect to other Securityholders. If a notice or communication to a Securityholder is mailed in the manner provided above, it shall be deemed duly given, three Business Days
after such mailing, whether or not the addressee receives it. 
 In case by reason of the suspension of regular mail service, or by reason
of any other cause, it shall be impossible to mail any notice as required by this Indenture, then such method of notification as shall be made with the approval of the Trustee shall constitute a sufficient mailing of such notice. 

  
 -39- 








 In the case of Global Securities, notices or communications to be given to Securityholders shall
be given to the Depositary, in accordance with its applicable policies as in effect from time to time. 
 In addition to the manner provided
for in the foregoing provisions, notices or communications to Securityholders shall be given by the Company by release made to Reuters Economic Services and Bloomberg Business News. 

Section 10.3. Communications by Holders with Other Holders. 

Securityholders of any Series may communicate pursuant to TIA Section 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 any other Series. The Company, the Trustee, the Registrar and any other Person shall have the protection of TIA Section 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: 
 (1) an Officers’ Certificate (which shall include the statements set forth in Section 10.5 below)
stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and 

(2) an Opinion of Counsel (which shall include the statements set forth in Section 10.5 below) stating that, in the
opinion of such counsel, all such conditions precedent have been complied with. 
 Section 10.5. Statement Required in Certificate and Opinion.

 Each certificate and opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant
to Section 4.4 hereof) shall include: 
 (1) a statement that the Person making such certificate or opinion has read
such covenant or condition; 
 (2) 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; 
 (3) a statement that, in the opinion
of such Person, it or he has made such examination or investigation as is necessary to enable it or him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 

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

Section 10.6. Rules by Trustee and Agents. 

The Trustee may make reasonable rules for action by or at meetings of Securityholders. The Registrar and Paying Agent may make reasonable rules
for their functions. 

  
 -40- 








 Section 10.7. Business Days; Place of Payment. 

The term “Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in The City of
New York are authorized or required by law, regulation or executive order to close (a “Legal Holiday”). 
 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. “Place of Payment” means the place or places where the
principal of and any premium and interest on the Securities of a Series are payable as specified as contemplated by Section 2.2. If the regular record date is a Legal Holiday, the record date shall not be affected. 

Section 10.8. Governing Law. 

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

Section 10.9. No Adverse Interpretation of Other Agreements. 

This Indenture may not be used to interpret another indenture, loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this Indenture. 
 Section 10.10. No Recourse Against Others.

 A director, officer, employee, stockholder or incorporator, as such, of the Company shall not have any liability for any obligations
of the Company under the Securities or the Indenture. Each Securityholder by accepting a Security waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of the Securities. 

Section 10.11. Successors. 

All covenants and agreements of the Company in this Indenture and the Securities shall bind its successors and assigns, whether so expressed or
not. All agreements of the Trustee, any additional trustee and any Paying Agents in this Indenture shall bind their respective successors and assigns. 

Section 10.12. Multiple Counterparts. 

The parties may sign multiple counterparts of this Indenture. Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement. 
 Section 10.13. Table of Contents, Headings, Etc. 

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

Section 10.14. Severability. 

Each provision of this Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or 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 and a Holder shall have
no claim therefor against any party hereto. 

  
 -41- 








 Section 10.15. Securities in a Foreign Currency. 

Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officers’ Certificate delivered pursuant to
Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities of all Series
or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding Securities of any Series which are denominated in a coin or currency other than Dollars, then the principal amount of Securities of such
Series which shall be deemed to be outstanding for the purpose of taking such action shall be that amount of Dollars that could be obtained for such amount at the Market Exchange Rate at such time. For purposes of this Section 10.15,
“Market Exchange Rate” shall mean the noon Dollar buying rate in New York City for cable transfers of that currency as published by the Federal Reserve Bank of New York. If such Market Exchange Rate is not available for any reason with
respect to such currency, the Trustee shall use, in its sole discretion and without liability on its part, such quotation of the Federal Reserve Bank of New York or quotations from one or more major banks in The City of New York or in the country of
issue of the currency in question or such other quotations as the Trustee, upon consultation with the Company, shall deem appropriate. The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of
Securities of a Series denominated in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture. 

All decisions and determinations of the Trustee regarding the Market Exchange Rate or any alternative determination provided for in the
preceding paragraph shall be in its sole discretion and shall, in the absence of manifest error, be conclusive to the extent permitted by law for all purposes and irrevocably binding upon the Company and all Holders. 

Section 10.16. Judgment Currency. 

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

  
 -42- 








 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their
respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written. 
  

			
	BIOGEN INC., as Issuer
		
	By:	 	 /s/ Michael Dambach

	Name:	 	Michael Dambach
	Title:	 	Vice President, Treasurer


  

			
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Laura Cawley

	Name:	 	Laura Cawley
	Title:	 	Vice President