EX-4.1



 Exhibit 4.1 

Execution Version 

BIOMARIN PHARMACEUTICAL INC., 

Issuer 
 AND 

WILMINGTON TRUST, NATIONAL ASSOCATION, 

Trustee 
  

 
 INDENTURE 

Dated as of August 11, 2017 
  

 
 Debt Securities 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	PAGE	 
	 ARTICLE 1
	 	 DEFINITIONS
	  	 	1	 
			
	 Section 1.01
	 	 Definitions of Terms
	  	 	1	 
			
	 ARTICLE 2
	 	 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES
	  	 	4	 
			
	 Section 2.01
	 	 Designation and Terms of Securities
	  	 	4	 
			
	 Section 2.02
	 	 Form of Securities and Trustee’s Certificate
	  	 	6	 
			
	 Section 2.03
	 	 Denominations: Provisions for Payment
	  	 	6	 
			
	 Section 2.04
	 	 Execution and Authentications
	  	 	7	 
			
	 Section 2.05
	 	 Registration of Transfer and Exchange
	  	 	8	 
			
	 Section 2.06
	 	 Temporary Securities
	  	 	9	 
			
	 Section 2.07
	 	 Mutilated, Destroyed, Lost or Stolen Securities
	  	 	9	 
			
	 Section 2.08
	 	 Cancellation
	  	 	9	 
			
	 Section 2.09
	 	 Benefits of Indenture
	  	 	10	 
			
	 Section 2.10
	 	 Authenticating Agent
	  	 	10	 
			
	 Section 2.11
	 	 Global Securities
	  	 	10	 
			
	 Section 2.12
	 	 CUSIP Numbers
	  	 	11	 
			
	 ARTICLE 3
	 	 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS
	  	 	11	 
			
	 Section 3.01
	 	 Redemption
	  	 	11	 
			
	 Section 3.02
	 	 Notice of Redemption
	  	 	11	 
			
	 Section 3.03
	 	 Payment Upon Redemption
	  	 	12	 
			
	 Section 3.04
	 	 Sinking Fund
	  	 	13	 
			
	 Section 3.05
	 	 Satisfaction of Sinking Fund Payments with Securities
	  	 	13	 
			
	 Section 3.06
	 	 Redemption of Securities for Sinking Fund
	  	 	13	 
			
	 ARTICLE 4
	 	 COVENANTS
	  	 	13	 
			
	 Section 4.01
	 	 Payment of Principal, Premium and Interest
	  	 	13	 
			
	 Section 4.02
	 	 Maintenance of Office or Agency
	  	 	14	 
			
	 Section 4.03
	 	 Paying Agents
	  	 	14	 
			
	 Section 4.04
	 	 Appointment to Fill Vacancy in Office of Trustee
	  	 	15	 


  
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 TABLE OF CONTENTS 

(CONTINUED) 
  


							
	 	 	 	  	PAGE	 
	 ARTICLE 5
	 	 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE
	  	 	15	 
			
	 Section 5.01
	 	 Company to Furnish Trustee Names and Addresses of Securityholders
	  	 	15	 
			
	 Section 5.02
	 	 Preservation Of Information; Communications With Securityholders
	  	 	15	 
			
	 Section 5.03
	 	 Reports by the Company
	  	 	15	 
			
	 Section 5.04
	 	 Reports by the Trustee
	  	 	16	 
			
	 ARTICLE 6
	 	 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT
	  	 	16	 
			
	 Section 6.01
	 	 Events of Default
	  	 	16	 
			
	 Section 6.02
	 	 Collection of Indebtedness and Suits for Enforcement by Trustee
	  	 	17	 
			
	 Section 6.03
	 	 Application of Moneys Collected
	  	 	18	 
			
	 Section 6.04
	 	 Limitation on Suits
	  	 	19	 
			
	 Section 6.05
	 	 Rights and Remedies Cumulative; Delay or Omission Not Waiver
	  	 	19	 
			
	 Section 6.06
	 	 Control by Securityholders
	  	 	19	 
			
	 Section 6.07
	 	 Undertaking to Pay Costs
	  	 	20	 
			
	 ARTICLE 7
	 	 CONCERNING THE TRUSTEE
	  	 	20	 
			
	 Section 7.01
	 	 Certain Duties and Responsibilities of Trustee
	  	 	20	 
			
	 Section 7.02
	 	 Certain Rights of Trustee
	  	 	21	 
			
	 Section 7.03
	 	 Trustee Not Responsible for Recitals or Issuance or Securities
	  	 	23	 
			
	 Section 7.04
	 	 May Hold Securities
	  	 	23	 
			
	 Section 7.05
	 	 Moneys Held in Trust
	  	 	23	 
			
	 Section 7.06
	 	 Compensation and Reimbursement
	  	 	23	 
			
	 Section 7.07
	 	 Disqualification; Conflicting Interests
	  	 	24	 
			
	 Section 7.08
	 	 Corporate Trustee Required; Eligibility
	  	 	24	 
			
	 Section 7.09
	 	 Resignation and Removal; Appointment of Successor
	  	 	24	 
			
	 Section 7.10
	 	 Acceptance of Appointment By Successor
	  	 	25	 
			
	 Section 7.11
	 	 Merger, Conversion, Consolidation or Succession to Business
	  	 	26	 
			
	 Section 7.12
	 	 Preferential Collection of Claims Against the Company
	  	 	26	 
			
	 Section 7.13
	 	 Notice of Default
	  	 	26	 


  
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 TABLE OF CONTENTS 

(CONTINUED) 
  


							
	 	 	 	  	PAGE	 
	 ARTICLE 8
	 	 CONCERNING THE SECURITYHOLDERS
	  	 	27	 
			
	 Section 8.01
	 	 Evidence of Action by Securityholders
	  	 	27	 
			
	 Section 8.02
	 	 Proof of Execution by Securityholders
	  	 	27	 
			
	 Section 8.03
	 	 Who May be Deemed Owners
	  	 	27	 
			
	 Section 8.04
	 	 Certain Securities Owned by Company Disregarded
	  	 	28	 
			
	 Section 8.05
	 	 Actions Binding on Future Securityholders
	  	 	28	 
			
	 ARTICLE 9
	 	 SUPPLEMENTAL INDENTURES
	  	 	28	 
			
	 Section 9.01
	 	 Supplemental Indentures Without the Consent of Securityholders
	  	 	28	 
			
	 Section 9.02
	 	 Supplemental Indentures With Consent of Securityholders
	  	 	29	 
			
	 Section 9.03
	 	 Effect of Supplemental Indentures
	  	 	29	 
			
	 Section 9.04
	 	 Securities Affected by Supplemental Indentures
	  	 	30	 
			
	 Section 9.05
	 	 Execution of Supplemental Indentures
	  	 	30	 
			
	 ARTICLE 10
	 	 SUCCESSOR ENTITY
	  	 	30	 
			
	 Section 10.01
	 	 Company May Consolidate, Etc
	  	 	30	 
			
	 Section 10.02
	 	 Successor Entity Substituted
	  	 	31	 
			
	 ARTICLE 11
	 	 SATISFACTION AND DISCHARGE
	  	 	31	 
			
	 Section 11.01
	 	 Satisfaction and Discharge of Indenture
	  	 	31	 
			
	 Section 11.02
	 	 Discharge of Obligations
	  	 	31	 
			
	 Section 11.03
	 	 Deposited Moneys to be Held in Trust
	  	 	32	 
			
	 Section 11.04
	 	 Payment of Moneys Held by Paying Agents
	  	 	32	 
			
	 Section 11.05
	 	 Repayment to Company
	  	 	32	 
			
	 ARTICLE 12
	 	 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	  	 	32	 
			
	 Section 12.01
	 	 No Recourse
	  	 	32	 
			
	 ARTICLE 13
	 	 MISCELLANEOUS PROVISIONS
	  	 	33	 
			
	 Section 13.01
	 	 Effect on Successors and Assigns
	  	 	33	 
			
	 Section 13.02
	 	 Actions by Successor
	  	 	33	 
			
	 Section 13.03
	 	 Surrender of Company Powers
	  	 	33	 
			
	 Section 13.04
	 	 Notices
	  	 	33	 
			
	 Section 13.05
	 	 Governing Law; Jury Trial Waiver
	  	 	33	 


  
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 TABLE OF CONTENTS 

(CONTINUED) 
  


							
	 	 	 	  	PAGE	 
	 Section 13.06
	 	 Submission to Jurisdiction
	  	 	34	 
			
	 Section 13.07
	 	 Treatment of Securities as Debt
	  	 	34	 
			
	 Section 13.08
	 	 Certificates and Opinions as to Conditions Precedent
	  	 	34	 
			
	 Section 13.09
	 	 Payments on Business Days
	  	 	34	 
			
	 Section 13.10
	 	 Conflict with Trust Indenture Act
	  	 	35	 
			
	 Section 13.11
	 	 Counterparts
	  	 	35	 
			
	 Section 13.12
	 	 Separability
	  	 	35	 
			
	 Section 13.13
	 	 Compliance Certificates
	  	 	35	 
			
	 Section 13.14
	 	 [Reserved]
	  	 	35	 
			
	 Section 13.15
	 	 U.S.A. Patriot Act
	  	 	35	 
			
	 Section 13.16
	 	 Force Majeure
	  	 	35	 
			
	 Section 13.17
	 	 Table of Contents; Headings
	  	 	35	 


  
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 INDENTURE 

INDENTURE, dated as of August 11, 2017, among BioMarin Pharmaceutical Inc., a Delaware corporation (the “Company”), and Wilmington
Trust, National Association, as trustee (the “Trustee”): 
 WHEREAS, for its lawful corporate purposes, the Company has duly authorized the
execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in
this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee; 
 WHEREAS, to provide the
terms and conditions upon which the Securities are to be authenticated, issued and delivered, the Company has duly authorized the execution of this Indenture; and 

WHEREAS, all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done. 

NOW, THEREFORE, in consideration of the premises and the purchase of the Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities: 
 ARTICLE 1 

DEFINITIONS 
 Section 1.01
Definitions of Terms.
 The terms defined in this Section (except as in this Indenture or any indenture supplemental hereto otherwise expressly
provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section and shall include the plural as well as the singular. All
other terms used in this Indenture that are defined in the Trust Indenture Act of 1939, as amended, or that are by reference in such Act defined in the Securities Act of 1933, as amended (except as herein or any indenture supplemental hereto
otherwise expressly provided or unless the context otherwise requires), shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities Act as in force at the date of the execution of this instrument. 

“Authenticating Agent” means the Trustee or an authenticating agent with respect to all or any of the series of Securities appointed
by the Trustee pursuant to Section 2.10. 
 “Bankruptcy Law” means Title 11, U.S. Code, or any similar federal or state law for
the relief of debtors. 
 “Board of Directors” means the Board of Directors (or the functional equivalent thereof) of the Company or
any duly authorized committee of such Board. 
 “Board Resolution” means a copy of a resolution certified by the Secretary or an
Assistant Secretary of the Company to have been duly adopted by the Board of Directors (or duly authorized committee thereof) and to be in full force and effect on the date of such certification. 

“Business Day” means, with respect to any series of Securities, any day other than a day on which federal or state banking
institutions in the Borough of Manhattan, the City of New York or any place of payment of the Securities are authorized or obligated by law, executive order or regulation to close. 

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at
any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 

  
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 “Company” means BioMarin Pharmaceutical Inc., a corporation duly organized and existing
under the laws of the State of Delaware, and, subject to the provisions of Article Ten, shall also include its successors and assigns. 

“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 is located at 1100 North Market Street, Wilmington Delaware 19890, Attention: BioMarin Pharmaceutical Inc. Administrator, or such other address as the Trustee may designate from time to time by notice to
the holders and 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 notice to the holders and the Company). 

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law. 

“Defaulted Interest” has the meaning set forth in Section 2.03. 

“Depositary” means, with respect to Securities of any series for which the Company shall determine that such Securities will be issued
as a Global Security, The Depository Trust Company, another clearing agency, or any successor registered as a clearing agency under the Exchange Act, or other applicable statute or regulation, which, in each case, shall be designated by the Company
pursuant to either Section 2.01 or 2.11. 
 “Event of Default” means, with respect to Securities of a particular series, any
event specified in Section 6.01, continued for the period of time, if any, therein designated. 
 “Exchange Act” means the
United States Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder. 
 “Global
Security” means a Security issued to evidence all or a part of any series of Securities which is executed by the Company and authenticated and delivered by the Trustee to the Depositary or pursuant to the Depositary’s instruction,
all in accordance with the Indenture, which shall be registered in the name of the Depositary or its nominee. 
 “Governmental
Obligations” means U.S. dollar-denominated securities that are (a) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America that, in either case, are not callable
or redeemable at the option of the issuer thereof at any time prior to the stated maturity of the Securities, and shall also include a depositary receipt issued by a bank or trust company as custodian with respect to any such Governmental Obligation
or a specific payment of principal of or interest on any such Governmental Obligation held by such custodian for the account of the holder of such depositary receipt; provided, however, that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Governmental Obligation or the specific payment of principal of or interest on the
Governmental Obligation evidenced by such depositary receipt. 
 “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. 

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into in accordance with the terms hereof and shall include the terms of particular series of Securities established as contemplated by Section 2.01. 

“Interest Payment Date”, when used with respect to any installment of interest on a Security of a particular series, means the date
specified in such Security or in a Board Resolution or in an indenture supplemental hereto with respect to such series as the fixed date on which an installment of interest with respect to Securities of that series is due and payable. 

  
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 “Officer” means, with respect to the Company, the chairman of the Board of Directors, a
chief executive officer, a president, a chief financial officer, a chief operating officer, any executive vice president, any senior vice president, any vice president, the treasurer or any assistant treasurer, the controller or any assistant
controller or the secretary or any assistant secretary. 
 “Officer’s Certificate” means a certificate signed by any Officer
that meets the requirements set forth in the Indenture and is delivered to the Trustee. 
 “Opinion of Counsel” means an opinion in
writing subject to customary exceptions of legal counsel, who may be an employee of or counsel for the Company, that is delivered to the Trustee in accordance with the terms hereof. Each such opinion shall include the statements provided for in
Section 13.07, if and to the extent required by the provisions thereof. 
 “Outstanding”, when used with reference to
Securities of any series, means, subject to the provisions of Section 8.04, as of any particular time, all Securities of that series theretofore authenticated and delivered by the Trustee under this Indenture, except (a) Securities
theretofore canceled by the Trustee or any paying agent, or delivered to the Trustee or any paying agent for cancellation or that have previously been canceled; (b) Securities or portions thereof for the payment or redemption of which moneys or
Governmental Obligations in the necessary amount shall have been deposited in trust with the Trustee or with any paying agent (other than the Company) or shall have been set aside and segregated in trust by the Company (if the Company shall act as
its own paying agent); provided, however, that if such Securities or portions of such Securities are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in Article Three, or provision
satisfactory to the Trustee shall have been made for giving such notice; and (c) Securities in lieu of or in substitution for which other Securities shall have been authenticated and delivered pursuant to the terms of Section 2.07. 

“Person” means any individual, corporation, partnership, joint venture, joint-stock company, limited liability company, association,
trust, unincorporated organization, any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. 

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security. 
 “Responsible Officer” when used with respect to the Trustee means any officer within the Corporate
Trust Office of the Trustee (or any successor group of the Trustee), including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee customarily performing functions
similar to those performed by the Persons who at such time shall be such officers, respectively, or to whom a particular corporate trust matter is referred because of his or her knowledge of and familiarity with the particular subject, and in each
case who shall have direct responsibility for the administration of this Indenture assigned by the Trustee to administer its corporate trust matters with respect to this Indenture (which, for the avoidance of doubt, includes without limitation any
supplemental indenture hereto). 
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly
means any Securities authenticated and delivered under this Indenture. 
 “Securities Act” means the Securities Act of 1933, as
amended. 
 “Securityholder”, “holder of Securities”, “registered holder”,
“holder” or other similar term, means the Person or Persons in whose name or names a particular Security is registered on the Security Register kept for that purpose in accordance with the terms of this Indenture. 

“Security Register” and “Security Registrar” shall have the meanings as set forth in Section 2.05. 

“Subsidiary” means, with respect to any Person, any corporation, association, partnership or other business entity of


  
 3 








 
which more than 50% of the total voting power of shares of capital stock or other interests (including partnership interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers, general partners or trustees thereof is at the time owned or controlled, directly or indirectly, by (i) such Person; (ii) such Person and one or more Subsidiaries of such Person; or
(iii) one or more Subsidiaries of such Person. 
 “Trustee” means , and, subject to the provisions of Article Seven, shall also
include its successors and assigns, and, if at any time there is more than one Person acting in such capacity hereunder, “Trustee” shall mean each such Person. The term “Trustee” as used with respect to a particular series of the
Securities shall mean the trustee with respect to that series. 
 “Trust Indenture Act” means the Trust Indenture Act of 1939, as
amended. 
 “U.S.A. Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001, Pub. L. 107-56, as amended and signed into law October 26, 2001. 

ARTICLE 2 
 ISSUE,
DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND 
 EXCHANGE OF SECURITIES 

Section 2.01 Designation and Terms of Securities.  

(a) 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 up to the aggregate principal amount of Securities of that series from time to time authorized by or pursuant to a Board Resolution or pursuant to one or more indentures supplemental hereto. Prior to the initial issuance of
Securities of any series, there shall be established in or pursuant to a Board Resolution, and set forth in an Officer’s Certificate or established in one or more indentures supplemental hereto: 

(1) the title of the Securities of the series (which shall distinguish the Securities of that series from all other Securities); 

(2) any limit upon the aggregate principal amount of the Securities of that series that 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 that series); 
 (3)
the maturity date or dates on which the principal of the Securities of the series is payable; 
 (4) the form of the Securities of the series
including the form of the certificate of authentication for such series; 
 (5) the applicability of any guarantees; 

(6) whether or not the Securities will be secured or unsecured, and the terms of any secured debt; 

(7) whether the Securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any
subordination; 
 (8) if the price (expressed as a percentage of the aggregate principal amount thereof) at which such Securities will be issued is a
price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such Securities that is convertible
into another security or the method by which any such portion shall be determined; 
 (9) the interest rate or rates, which may be fixed or variable,
or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates 

  
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or the method for determining such dates; 
 (10) the Company’s right, if any, to defer
the payment of interest and the maximum length of any such deferral period; 
 (11) if applicable, the date or dates after which, or the period or
periods during which, and the price or prices at which, the Company may at its option, redeem the series of Securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; 

(12) the date or dates, if any, on which, and the price or prices at which the Company is obligated, pursuant to any mandatory sinking fund or
analogous fund provisions or otherwise, to redeem, or at the Securityholder’s option to purchase, the series of Securities and the currency or currency unit in which the Securities are payable; 

(13) the denominations in which the Securities of the series shall be issuable, if other than denominations of one thousand U.S. dollars ($1,000) or
any integral multiple thereof; 
 (14) any and all terms, if applicable, relating to any auction or remarketing of the Securities of that series and
any security for the obligations of the Company with respect to such Securities and any other terms which may be advisable in connection with the marketing of Securities of that series; 

(15) whether the Securities of the series shall be issued in whole or in part in the form of a Global Security or Securities; the terms and conditions,
if any, upon which such Global Security or Securities may be exchanged in whole or in part for other individual Securities; and the Depositary for such Global Security or Securities; 

(16) if applicable, the provisions relating to conversion or exchange of any Securities of the series and the terms and conditions upon which such
Securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at the Company’s option or the holders’ option)
conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange, which may, without limitation, include the payment of cash as well as the delivery of securities; 

(17) if other than the full principal amount thereof, the portion of the principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01; 
 (18) additions to or changes in the covenants applicable to the
series of Securities being issued, including, among others, the consolidation, merger or sale covenant; 
 (19) additions to or changes in the Events
of Default with respect to the Securities and any change in the right of the Trustee or the Securityholders to declare the principal, premium, if any, and interest, if any, with respect to such Securities to be due and payable; 

(20) additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance; 

(21) additions to or changes in the provisions relating to satisfaction and discharge of this Indenture; 

(22) additions to or changes in the provisions relating to the modification of this Indenture both with and without the consent of Securityholders of
Securities issued under this Indenture; 
 (23) the currency of payment of Securities if other than U.S. dollars and the manner of determining the
equivalent amount in U.S. dollars; 
 (24) whether interest will be payable in cash or additional Securities at the Company’s or the
Securityholders’ option and the terms and conditions upon which the election may be made; 
 (25) the terms and conditions, if any, upon which
the Company shall pay amounts in addition to the stated interest, 

  
 5 








 
premium, if any and principal amounts of the Securities of the series to any Securityholder that is not a “United States person” for federal tax purposes; 

(26) any restrictions on transfer, sale or assignment of the Securities of the series; and 

(27) any other specific terms, preferences, rights or limitations of, or restrictions on, the Securities, any other additions or changes in the
provisions of this Indenture, and any terms that may be required by us or advisable under applicable laws or regulations. 
 All Securities of any one
series shall be substantially identical except as may otherwise be provided in or pursuant to any such Board Resolution and set forth in an indenture or indentures supplemental hereto. 

If any of the terms of the series are established by action taken pursuant to a Board Resolution of the Company, a copy of an appropriate record of such
action shall be certified by the secretary or an assistant secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate of the Company setting forth the terms of the series. 

Securities of any particular series may be issued at various times, with different dates on which the principal or any installment of principal is payable,
with different rates of interest, if any, or different methods by which rates of interest may be determined, with different dates on which such interest may be payable and with different redemption dates. 

Section 2.02 Form of Securities and Trustee’s Certificate.  

The Securities of any series and the Trustee’s certificate of authentication to be borne by such Securities shall be substantially of the tenor and
purport as set forth in one or more indentures supplemental hereto or as provided in a Board Resolution and set forth in an Officer’s Certificate, and they may have such letters, numbers or other marks of identification or designation and such
legends or endorsements printed, lithographed or engraved thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any securities exchange on which Securities of that series may be listed, or to conform to usage. 

Section 2.03 Denominations: Provisions for Payment.  

The Securities shall be issuable as registered Securities and in the denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof,
subject to Section 2.01(a)(13). The Securities of a particular series shall bear interest payable on the dates and at the rate specified with respect to that series. Subject to Section 2.01(a)(23), the principal of and the interest on the
Securities of any series, as well as any premium thereon in case of redemption or repurchase thereof prior to maturity, and any cash amount due upon conversion or exchange thereof, shall be payable in the coin or currency of the United States of
America that at the time is legal tender for public and private debt, at the office or agency of the Company maintained for that purpose. Each Security shall be dated the date of its authentication. Interest on the Securities shall be computed on
the basis of a 360-day year composed of twelve 30-day months. 
 The
interest installment on any Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date for Securities of that series shall be paid to the Person in whose name said Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on the regular record date for such interest installment. In the event that any Security of a particular series or portion thereof is called for redemption and the
redemption date is subsequent to a regular record date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Security will be paid upon presentation and surrender of such Security as provided in
Section 3.03. 
 Any interest on any Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date for
Securities of the same series (herein called “Defaulted Interest”) shall forthwith cease to be payable to the registered holder on the relevant regular record date by virtue of having been such holder; and such Defaulted Interest shall be
paid by the Company, at its election, as provided in clause (1) or clause (2) below: 

  
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 (1) The Company may make payment of any Defaulted Interest on Securities to the Persons in whose names
such Securities (or their respective Predecessor Securities) are registered in the Security Register at the close of business on a special record date for the payment of such Defaulted Interest, which shall be fixed in the following manner: the
Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each such Security and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for
the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a special record date for the payment of such Defaulted Interest which shall not be more than 15 nor less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such special record date and, in the name and at the expense of
the Company, shall cause notice of the proposed payment of such Defaulted Interest and the special record date therefor to be sent to each Securityholder at his or her address as it appears in the Security Register, not less than 10 days prior to
such special record date. Notice of the proposed payment of such Defaulted Interest and the special record date therefor having been sent as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered in the Security Register on such special record date. 
 (2) The Company may make payment of any
Defaulted Interest on any Securities in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee. 

Unless otherwise set forth in a Board Resolution or one or more indentures supplemental hereto establishing the terms of any series of Securities pursuant to
Section 2.01 hereof, the term “regular record date” as used in this Section with respect to a series of Securities and any Interest Payment Date for such series shall mean either the fifteenth day of the month immediately preceding
the month in which an Interest Payment Date established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the first day of a month, or the first day of the month in which an Interest Payment Date
established for such series pursuant to Section 2.01 hereof shall occur, if such Interest Payment Date is the fifteenth day of a month, whether or not such date is a Business Day. 

Subject to the foregoing provisions of this Section, each Security of a series delivered under this Indenture upon transfer of or in exchange for or in lieu
of any other Security of such series shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security. 

Section 2.04 Execution and Authentications.  

The Securities shall be signed on behalf of the Company by one of its Officers. Signatures may be in the form of a manual or facsimile signature. 

The Company may use the facsimile signature of any Person who shall have been an Officer (at the time of execution), notwithstanding the fact that at the time
the Securities shall be authenticated and delivered or disposed of such Person shall have ceased to be such an officer of the Company. The Securities may contain such notations, legends or endorsements required by law, stock exchange rule or usage.
Each Security shall be dated the date of its authentication by the Trustee. 
 A Security shall not be valid until authenticated manually by an authorized
signatory of the Trustee, or by an Authenticating Agent. Such signature shall be conclusive evidence that the Security so authenticated has been duly authenticated and delivered hereunder and that the holder is entitled to the benefits of this
Indenture. At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a written order of the Company
for the authentication and delivery of such Securities, signed by an Officer, and the Trustee in accordance with such written order shall authenticate and deliver such Securities. 

Upon the Company’s delivery of any such authentication order to the Trustee at any time after the initial issuance of


  
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Securities under this Indenture, the Trustee shall be provided with, and (subject to Sections 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon,
(1) an Opinion of Counsel or reliance letter and (2) an Officer’s Certificate stating that all conditions precedent to the execution, authentication and delivery of such Securities are in conformity with the provisions of this
Indenture. 
 The Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the
Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee. 

Section 2.05 Registration of Transfer and Exchange.  

(a) Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for such purpose, for other
Securities of such series of authorized denominations, and for a like aggregate principal amount, upon payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, all as provided in this Section. In respect of any
Securities so surrendered for exchange, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in exchange therefor the Security or Securities of the same series that the Securityholder making the exchange
shall be entitled to receive, bearing numbers not contemporaneously outstanding. 
 (b) The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose a register or registers (herein referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register the Securities and the transfers of
Securities as in this Article provided and which at all reasonable times shall be open for inspection by the Trustee. The registrar for the purpose of registering Securities and transfer of Securities as herein provided shall be appointed as
authorized by Board Resolution or supplemental indenture (the “Security Registrar”). 
 The Company initially appoints the Trustee as initial
Security Registrar for each series of Securities. 
 Upon surrender for transfer of any Security at the office or agency of the Company designated for such
purpose, the Company shall execute, the Trustee shall authenticate and such office or agency shall deliver in the name of the transferee or transferees a new Security or Securities of the same series as the Security presented for a like aggregate
principal amount. 
 All Securities presented or surrendered for exchange or registration of transfer, as provided in this Section, shall be accompanied (if
so required by the Company or the Security Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Security Registrar, duly executed by the registered holder or by such holder’s duly authorized
attorney in writing. 
 (c) Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s
Certificate, and established in one or more indentures supplemental to this Indenture, no service charge shall be made for any exchange or registration of transfer of Securities, or issue of new Securities in case of partial redemption of any series
or repurchase, conversion or exchange of less than the entire principal amount of a Security, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto, other than exchanges pursuant to
Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer. 
 (d) The Company and the Security Registrar shall not be
required (i) to issue, exchange or register the transfer of any Securities during a period beginning at the opening of business 15 days before the day of the sending of a notice of redemption of less than all the Outstanding Securities of the
same series and ending at the close of business on the day of such sending, nor (ii) to register the transfer of or exchange any Securities of any series or portions thereof called for redemption or surrendered for repurchase, but not validly
withdrawn, other than the unredeemed portion of any such Securities being redeemed in part or not surrendered for repurchase, as the case may be. The provisions of this Section 2.05 are, with respect to any Global Security, subject to
Section 2.11 hereof. 
 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 Depositary participants or beneficial owners of interests in any


  
 8 








 
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. 

Section 2.06 Temporary Securities.  

Pending the preparation of definitive Securities of any series, the Company may execute, and the Trustee shall authenticate and deliver, temporary Securities
(printed, lithographed or typewritten) of any authorized denomination. Such temporary Securities shall be substantially in the form of the definitive Securities in lieu of which they are issued, but with such omissions, insertions and variations as
may be appropriate for temporary Securities, all as may be determined by the Company. Every temporary Security of any series shall be executed by the Company and be authenticated by the Trustee upon the same conditions and in substantially the same
manner, and with like effect, as the definitive Securities of such series. Without unnecessary delay the Company will execute and will furnish definitive Securities of such series and thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor (without charge to the holders), at the office or agency of the Company designated for the purpose, and the Trustee shall authenticate and such office or agency shall deliver in exchange for such temporary Securities
an equal aggregate principal amount of definitive Securities of such series, unless the Company advises the Trustee to the effect that definitive Securities need not be executed and furnished until further notice from the Company. Until so
exchanged, the temporary Securities of such series shall be entitled to the same benefits under this Indenture as definitive Securities of such series authenticated and delivered hereunder. 

Section 2.07 Mutilated, Destroyed, Lost or Stolen Securities.  

In case any temporary or definitive Security shall become mutilated or be destroyed, lost or stolen, the Company (subject to the next succeeding sentence)
shall execute, and upon the Company’s request the Trustee (subject as aforesaid) shall authenticate and deliver, a new Security of the same series, bearing a number not contemporaneously outstanding, in exchange and substitution for the
mutilated Security, or in lieu of and in substitution for the Security so destroyed, lost or stolen. In every case the applicant for a substituted Security shall furnish to the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company and the Trustee evidence to their satisfaction of the destruction, loss or theft of the applicant’s Security
and of the ownership thereof. The Trustee may authenticate any such substituted Security and deliver the same upon the written request or authorization of any officer of the Company. Upon the issuance of any substituted Security, the Company may
require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 

In case any Security that has matured or is about to mature shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Security, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Company and the Trustee such security or indemnity as they
may require to save them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Company and the Trustee of the destruction, loss or theft of such Security and of the ownership thereof. 

Every replacement Security issued pursuant to the provisions of this Section shall constitute an additional contractual obligation of the Company whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same
series duly issued hereunder. All Securities shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities, and shall
preclude (to the extent lawful) any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without
their surrender. 
 Section 2.08 Cancellation.  

All Securities surrendered for the purpose of payment, redemption, repurchase, exchange, registration of transfer or conversion shall, if surrendered to the
Company or any paying agent (or any other applicable agent), be delivered to 

  
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the Trustee for cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and no Securities shall be issued in lieu thereof except as expressly required or permitted by any of
the provisions of this Indenture. The Trustee may dispose of canceled Securities in accordance with its standard procedures and deliver a certificate of disposition to the Company. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Securities unless and until the same are delivered to the Trustee for cancellation. 

Section 2.09 Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give or be construed to give to any Person, other than the parties hereto and the
holders of the Securities any legal or equitable right, remedy or claim under or in respect of this Indenture, or under any covenant, condition or provision herein contained; all such covenants, conditions and provisions being for the sole benefit
of the parties hereto and of the holders of the Securities. 
 Section 2.10 Authenticating Agent.  

So long as any of the Securities of any series remain Outstanding there may be an Authenticating Agent for any or all such series of Securities which the
Trustee shall have the right to appoint. Said Authenticating Agent shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, transfer or partial redemption, repurchase or conversion thereof,
and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. All references in this Indenture to the authentication of Securities
by the Trustee shall be deemed to include authentication by an Authenticating Agent for such series. Each Authenticating Agent shall be acceptable to the Company and shall be a corporation that has a combined capital and surplus, as most recently
reported or determined by it, sufficient under the laws of any jurisdiction under which it is organized or in which it is doing business to conduct a trust business, and that is otherwise authorized under such laws to conduct such business and is
subject to supervision or examination by federal or state authorities. If at any time any Authenticating Agent shall cease to be eligible in accordance with these provisions, it shall resign immediately. 

Any Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and to the Company. The Trustee may at any time (and
upon request by the Company shall) terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating Agent and to the Company. Upon resignation, termination or cessation of eligibility of any
Authenticating Agent, the Trustee may appoint an eligible successor Authenticating Agent acceptable to the Company. Any successor Authenticating Agent, upon acceptance of its appointment hereunder, shall become vested with all the rights, powers and
duties of its predecessor hereunder as if originally named as an Authenticating Agent pursuant hereto. 
 Section 2.11 Global
Securities.  
 (a) If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be
issued as Global Securities, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver Global Securities that (i) shall represent, and shall be denominated in an amount equal to the
aggregate principal amount of, all of the Outstanding Securities of such series, (ii) shall be registered in the name of the Depositary or its nominee, (iii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary’s instruction (or if the Depositary names the Trustee as its custodian, retained by the Trustee), and (iv) shall bear a legend substantially to the following effect: “Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to another nominee of the Depositary or to a successor Depositary or to a nominee of such successor Depositary.” 

(b) Notwithstanding the provisions of Section 2.05, the Global Securities of a series may be transferred, in whole but not in part and in the
manner provided in Section 2.05, only to another nominee of the Depositary for such series, or to a successor Depositary for such series selected or approved by the Company or to a nominee of such successor Depositary. 

(c) If at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to


  
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continue as Depositary for such series or if at any time the Depositary for such series shall no longer be registered or in good standing under the Exchange Act, or other applicable statute or
regulation, and a successor Depositary for such series is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, or if an Event of Default has occurred and is
continuing and the Company has received a request from the Depositary or from the Trustee, this Section 2.11 shall no longer be applicable to the Securities of such series and the Company will execute, and subject to Section 2.04, the
Trustee will authenticate and deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Securities of such
series in exchange for such Global Securities. In addition, the Company may at any time determine that the Securities of any series shall no longer be represented by a Global Securities and that the provisions of this Section 2.11 shall no
longer apply to the Securities of such series. In such event the Company will execute and, subject to Section 2.04, the Trustee, upon receipt of an Officer’s Certificate evidencing such determination by the Company, will authenticate and
deliver the Securities of such series in definitive registered form without coupons, in authorized denominations, and in an aggregate principal amount equal to the principal amount of the Global Securities of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in definitive registered form without coupons, in authorized denominations, the Global Securities shall be canceled by the Trustee. Such Securities in definitive registered form
issued in exchange for the Global Security pursuant to this Section 2.11(c) shall be registered in such names and in such authorized denominations as the Depositary, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee. The Trustee shall deliver such Securities to the Depositary for delivery to the Persons in whose names such Securities are so registered. 

Section 2.12 CUSIP Numbers.  

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

REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS 

Section 3.01 Redemption.  

The Company may redeem the Securities of any series issued hereunder on and after the dates and in accordance with the terms established for such series
pursuant to Section 2.01 hereof. 
 Section 3.02 Notice of Redemption.  

(a) In case the Company shall desire to exercise such right to redeem all or, as the case may be, a portion of the Securities of any series in
accordance with any right the Company reserved for itself to do so pursuant to Section 2.01 hereof, the Company shall, or shall cause the Trustee to, give notice of such redemption to holders of the Securities of such series to be redeemed by
mailing, first class postage prepaid (or with regard to any Global Security held in book entry form, by electronic mail in accordance with the applicable procedures of the Depositary), a notice of such redemption not less than 30 days and not more
than 90 days before the date fixed for redemption of that series to such holders at their last addresses as they shall appear upon the Security Register, unless a shorter period is specified in the Securities to be redeemed. Any notice that is sent
in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the registered holder receives the notice. In any case, failure duly to give such notice to the holder of any Security of any series designated for
redemption in whole or in part, or any defect in the notice, shall not affect the validity of the proceedings for the redemption of any other Securities of such series or any other series. In the case of any redemption of Securities prior to the
expiration of any condition on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing compliance with any


  
 11 








 
such condition. 
 Each such notice of redemption shall identify the Securities to be redeemed
(including CUSIP numbers, if any), specify the date fixed for redemption and the redemption price at which Securities of that series are to be redeemed, and shall state that payment of the redemption price of such Securities to be redeemed will be
made at the office or agency of the Company, upon presentation and surrender of such Securities, that interest accrued to the date fixed for redemption will be paid as specified in said notice, that from and after said date interest will cease to
accrue unless the Company defaults in the payment of the redemption price and accrued and unpaid interest, and that the redemption is from a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed, the
notice to the holders of Securities of that series to be redeemed in part shall specify the particular Securities to be so redeemed. 
 In case any Security
is to be redeemed in part only, the notice that relates to such Security shall state the portion of the principal amount thereof to be redeemed, and shall state that on and after the redemption date, upon surrender of such Security, a new Security
or Securities of such series in principal amount equal to the unredeemed portion thereof will be issued. 
 (b) If less than all the Securities of a
series are to be redeemed, the Company shall give the Trustee at least 45 days’ notice (unless a shorter notice shall be satisfactory to the Trustee) in advance of the date fixed for redemption as to the aggregate principal amount of Securities
of the series to be redeemed, and thereupon the Securities to be redeemed shall be selected, by lot, on a pro rata basis or in such other manner as the Company shall deem appropriate and fair in its discretion and that may provide for the selection
of a portion or portions (equal to one thousand U.S. dollars ($1,000) or any integral multiple thereof) of the principal amount of such Securities of a denomination larger than $1,000; provided however that if the Securities (i) are in the form
of Global Securities or otherwise applicable, the Securities to be redeemed will be selected in accordance with the applicable procedures of the Depositary or (ii) are listed on any national securities exchange, the Securities to be redeemed
will be selected in compliance with the requirements of the principal national securities exchange, if any, on which the Securities are listed. The Company may, if and whenever it shall so elect, by delivery of an Officers’ Certificate at least
45 days prior to the redemption date, instruct the Trustee or any paying agent to give notice of redemption in the manner set forth in this Section, such notice to be prepared by the Company and in the name of the Company. In any case in which
notice of redemption is to be given by the Trustee or any such paying agent, the Company shall deliver or cause to be delivered to, or permit to remain with, the Trustee or such paying agent, as the case may be, such Security Register, transfer
books or other records, or suitable copies or extracts therefrom, sufficient to enable the Trustee or such paying agent to give any notice that may be required under the provisions of this Section. 

Section 3.03 Payment Upon Redemption.  

(a) If the giving of notice of redemption shall have been completed as above provided, the Securities or portions of Securities of the series to be
redeemed specified in such notice shall become due and payable on the date and at the place stated in such notice at the applicable redemption price, together with interest accrued to, but excluding, the date fixed for redemption and interest on
such Securities or portions of Securities shall cease to accrue on and after the date fixed for redemption, unless the Company shall default in the payment of such redemption price and accrued interest with respect to any such Security or portion
thereof. On presentation and surrender of such Securities on or after the date fixed for redemption at the place of payment specified in the notice, said Securities shall be paid and redeemed at the applicable redemption price for such series,
together with interest accrued thereon to, but excluding, the date fixed for redemption (but if the date fixed for redemption is an Interest Payment Date, the interest installment payable on such date shall be payable to the registered holder at the
close of business on the applicable record date pursuant to Section 2.03). If the Securities to be redeemed are the be paid at the office of the paying agent, the Company shall deposit with the paying agent one Business Day prior to the
redemption date, money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date. 
 (b) Upon
presentation of any Security of such series that is to be redeemed in part only, the Company shall execute and the Trustee shall authenticate and the office or agency where the Security is presented shall deliver to the holder thereof, at the
expense of the Company, a new Security of the same series of authorized denominations in principal amount equal to the unredeemed portion of the Security so presented. 

  
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 Section 3.04 Sinking Fund.  

The provisions of Sections 3.04, 3.05 and 3.06 shall be applicable to any sinking fund for the retirement of Securities of a series, except as otherwise
specified as contemplated by Section 2.01 for Securities of such series. 
 The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of Securities of any series is herein referred to as an “optional sinking
fund payment”. If provided for by the terms of Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 3.05. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such series. 
 Section 3.05 Satisfaction of Sinking Fund
Payments with Securities.
 The Company (i) may deliver Outstanding Securities of a series and (ii) may apply as a credit Securities of a
series that have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any sinking fund payment with respect to the Securities of such series required to be made pursuant to the terms of such Securities as provided for by the terms of such series, provided that such Securities have
not been previously so credited. Such Securities shall be received by the Trustee, together with an Officers’ Certificate with respect thereto not later than 15 days prior to the date on which the Securities will be redeemed, and will be
credited for such purpose by the Trustee at the redemption price specified in such Securities for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 

Section 3.06 Redemption of Securities for Sinking Fund.  

Not less than 45 days prior to each sinking fund payment date for any series of Securities (unless a shorter period shall be satisfactory to the Trustee), the
Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for that series pursuant to the terms of the series, the portion thereof, if any, that is to be satisfied by delivering
and crediting Securities of that series pursuant to Section 3.05 and the basis for such credit and will, together with such Officer’s Certificate, deliver to the Trustee any Securities to be so delivered. Not less than 30 days before each
such sinking fund payment date, the Securities to be redeemed upon such sinking fund payment date shall be selected in the manner specified in Section 3.02, and the Company shall cause notice of the redemption thereof to be given in the name of
and at the expense of the Company in the manner provided in Section 3.02. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 3.03. 

ARTICLE 4 
 COVENANTS

 Section 4.01 Payment of Principal, Premium and Interest.  

The Company will duly and punctually pay or cause to be paid the principal of (and premium, if any) and interest on the Securities of that series at the time
and place and in the manner provided herein and established with respect to such Securities. Payments of principal on the Securities may be made at the time provided herein and established with respect to such Securities by U.S. dollar check drawn
on and mailed to the address of the Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account if such Securityholder shall have furnished wire instructions to the
Trustee no later than 15 days prior to the relevant payment date. Payments of interest on the Securities may be made at the time provided herein and established with respect to such Securities by U.S. dollar check mailed to the address of the
Securityholder entitled thereto as such address shall appear in the Security Register, or U.S. dollar wire transfer to, a U.S. dollar account if such Securityholder shall have furnished wire instructions in writing to the Security Registrar and the
Trustee no later than 15 days prior to the relevant payment date. 

  
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 Section 4.02 Maintenance of Office or Agency.  

So long as any series of the Securities remain Outstanding, the Company agrees to maintain an office or agency with respect to each such series and at such
other location or locations as may be designated as provided in this Section 4.02, where (i) Securities of that series may be presented for payment, (ii) Securities of that series may be presented as herein above authorized for
registration of transfer and exchange, and (iii) notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be given or served, such designation to continue with respect to such office or
agency until the Company shall, by written notice signed by any officer authorized to sign an Officer’s Certificate and delivered to the Trustee, designate some other office or agency for such purposes or any of them. 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, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations, notices and demands. The Company initially appoints the Corporate Trust Office of the Trustee as its paying agent with respect to the Securities. 

Section 4.03 Paying Agents.  

(a) If the Company shall appoint one or more paying agents for all or any series of the Securities, other than the Trustee, the Company will cause each
such paying agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the Trustee, subject to the provisions of this Section: 

(1) that it will hold all sums held by it as such agent for the payment of the principal of (and premium, if any) or interest on the Securities of that
series (whether such sums have been paid to it by the Company or by any other obligor of such Securities) in trust for the benefit of the Trustee and the holders of the Securities; 

(2) that it will give the Trustee prompt notice of any failure by the Company (or by any other obligor of such Securities) to make any payment of the
principal of (and premium, if any) or interest on the Securities of that series when the same shall be due and payable; 
 (3) that it will, at any
time during the continuance of any failure referred to in the preceding paragraph (a)(2) above, or otherwise of any Event of Default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying
agent; and 
 (4) that it will perform all other duties of paying agent as set forth in this Indenture. 

(b) If the Company shall act as its own paying agent with respect to any series of the Securities, it will on or before each due date of the principal
of (and premium, if any) or interest on Securities of that series, set aside, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay such principal (and premium, if any) or interest so becoming due on
Securities of that series until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of such action, or any failure (by it or any other obligor on such Securities) to take such
action. Whenever the Company shall have one or more paying agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with the paying agent a
sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such paying agent is the Trustee) the
Company will promptly notify the Trustee of this action or failure so to act. 
 (c) Notwithstanding anything in this Section to the contrary,
(i) the agreement to hold sums in trust as provided in this Section is subject to the provisions of Section 11.05, and (ii) the Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or
for any other purpose, pay, or direct any paying agent to pay, to the Trustee all sums held in trust by the Company or such paying agent, such sums to be held by the Trustee upon the same terms and conditions as those upon which such sums were held
by the Company or such paying agent; and, upon such payment by the Company or any paying agent to the Trustee, the Company or such paying agent shall be released from all further liability with respect to such money. 

  
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 Section 4.04 Appointment to Fill Vacancy in Office of Trustee.  

The Company, whenever necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided in Section 7.09, a Trustee, so
that there shall at all times be a Trustee hereunder. 
 ARTICLE 5 

SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND 

THE TRUSTEE 

Section 5.01 Company to Furnish Trustee Names and Addresses of Securityholders.  

The Company will furnish or cause to be furnished to the Trustee (a) within 15 days after each regular record date (as defined in Section 2.03) a
list, in such form as the Trustee may reasonably require, of the names and addresses of the holders of each series of Securities as of such regular record date, provided that the Company shall not be obligated to furnish or cause to furnish such
list at any time that the list shall not differ in any respect from the most recent list furnished to the Trustee by the Company and (b) at such other times as the Trustee may request in writing within 30 days after the receipt by the Company
of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided, however, that, in either case, no such list need be furnished for any series for which the Trustee shall
be the Security Registrar. 
 Section 5.02 Preservation Of Information; Communications With Securityholders.  

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, all information as to the names and addresses of the holders of
Securities contained in the most recent list furnished to it as provided in Section 5.01 and as to the names and addresses of holders of Securities received by the Trustee in its capacity as Security Registrar (if acting in such capacity). 

(b) The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished. 

(c) Securityholders may communicate as provided in Section 312(b) of the Trust Indenture Act with other Securityholders with respect to their
rights under this Indenture or under the Securities, and, in connection with any such communications, the Trustee shall satisfy its obligations under Section 312(b) of the Trust Indenture Act in accordance with the provisions of
Section 312(b) of the Trust Indenture Act. 
 Section 5.03 Reports by the Company.  

(a) The Company will at all times comply with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide (which
delivery may be via electronic mail) to the Trustee within 30 days after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company
shall not be required to deliver to the Trustee any correspondence filed with the Commission or any materials for which the Company has sought and received confidential treatment by the Commission; and provided further, that so long as such filings
by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further
action required by the Company. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports with the Commission within the time period prescribed thereof by the Commission shall not be deemed a breach
of this Section 5.03. 
 (b) Delivery of reports, information and documents to the Trustee under Section 5.03 is for informational purposes
only and the information and the Trustee’s receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein, or determinable from information contained therein including the Company’s


  
 15 








 
compliance with any of their covenants thereunder (as to which the Trustee is entitled to rely conclusively on an Officer’s Certificate). The Trustee is under no duty to examine any such
reports, information or documents delivered to the Trustee or filed with the Commission via EDGAR to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained
therein. The Trustee shall have no responsibility or duty whatsoever to ascertain or determine whether the above referenced filings with the SEC on EDGAR (or any successor system) has occurred. 

Section 5.04 Reports by the Trustee.  

(a) If required by Section 313(a) of the Trust Indenture Act, the Trustee, within sixty (60) days after each anniversary of the date of this
Indenture, shall transmit by mail, first class postage prepaid, to the Securityholders, as their names and addresses appear upon the Security Register, a brief report dated as of such anniversary date, which complies with Section 313(a) of the
Trust Indenture Act. 
 (b) The Trustee shall comply with Section 313(b) and 313(c) of the Trust Indenture Act. 

(c) A copy of each such report shall, at the time of such transmission to Securityholders, be filed by the Trustee with the Company, with each
securities exchange upon which any Securities are listed (if so listed) and also with the Commission. The Company agrees to notify the Trustee in writing when any Securities become listed on any securities exchange. 

ARTICLE 6 
 REMEDIES OF
THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT 
 Section 6.01 Events of Default.  

(a) Whenever used herein with respect to Securities of a particular series, “Event of Default” means any one or more of the following events
that has occurred and is continuing: 
 (1) the Company defaults in the payment of any installment of interest upon any of the Securities of that
series, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by the Company in accordance with the terms of any indenture
supplemental hereto shall not constitute a default in the payment of interest for this purpose; 
 (2) the Company defaults in the payment of the
principal of (or premium, if any, on) any of the Securities of that series as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise, or in any payment required by any sinking or analogous
fund established with respect to that series; provided, however, that a valid extension of the maturity of such Securities in accordance with the terms of any indenture supplemental hereto shall not constitute a default in the payment of principal
or premium, if any; 
 (3) the Company fails to observe or perform any other of its covenants or agreements with respect to that series contained in
this Indenture or otherwise established with respect to that series of Securities pursuant to Section 2.01 hereof (other than a covenant or agreement that has been expressly included in this Indenture solely for the benefit of one or more
series of Securities other than such series) for a period of 90 days after the date on which written notice of such failure, requiring the same to be remedied and stating that such notice is a “Notice of Default” hereunder, shall have been
given to the Company by the Trustee, by registered or certified mail, or to the Company and the Trustee by the holders of at least 25% in principal amount of the Securities of that series at the time Outstanding; 

(4) the Company pursuant to or within the meaning of any Bankruptcy Law (i) commences a voluntary case, (ii) consents to the entry of an
order for relief against it in an involuntary case, (iii) consents to the appointment of a Custodian of it or for all or substantially all of its property or (iv) makes a general assignment for the benefit of its creditors; or
(5) a court of competent jurisdiction enters an order under any Bankruptcy Law that (i) is for relief against the Company in an involuntary case, (ii) appoints a Custodian of the Company for all or substantially all of


  
 16 








 
its property or (iii) orders the liquidation of the Company, and the order or decree remains unstayed and in effect for 90 days. 

(b) In each and every such case (other than an Event of Default specified in clause (4) or clause (5) above), unless the principal of all the
Securities of that series shall have already become due and payable, either the Trustee or the holders of not less than 25% in aggregate principal amount of the Securities of that series then Outstanding hereunder, by notice in writing to the
Company (and to the Trustee if given by such Securityholders), may declare the principal of (and premium, if any, on) and accrued and unpaid interest on all the Securities of that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable. If an Event of Default specified in clause (4) or clause (5) above occurs, the principal of and accrued and unpaid interest on all the Securities of that series
shall automatically be immediately due and payable without any declaration or other act on the part of the Trustee or the holders of the Securities. 

(c) At any time after the principal of (and premium, if any, on) and accrued and unpaid interest on the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the holders of a majority in aggregate principal amount of the Securities of that series then
Outstanding hereunder, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if: (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all matured installments of
interest upon all the Securities of that series and the principal of (and premium, if any, on) any and all Securities of that series that shall have become due otherwise than by acceleration (with interest upon such principal and premium, if any,
and, to the extent that such payment is enforceable under applicable law, upon overdue installments of interest, at the rate per annum expressed in the Securities of that series to the date of such payment or deposit) and the amount payable to the
Trustee under Section 7.06, and (ii) any and all Events of Default under the Indenture with respect to such series, other than the nonpayment of principal on (and premium, if any, on) and accrued and unpaid interest on Securities of that
series that shall not have become due by their terms, shall have been remedied or waived as provided in Section 6.06. 
 No such rescission and
annulment shall extend to or shall affect any subsequent default or impair any right consequent thereon. 
 (d) In case the Trustee shall have
proceeded to enforce any right with respect to Securities of that series under this Indenture and such proceedings shall have been discontinued or abandoned because of such rescission or annulment or for any other reason or shall have been
determined adversely to the Trustee, then and in every such case, subject to any determination in such proceedings, the Company and the Trustee shall be restored respectively to their former positions and rights hereunder, and all rights, remedies
and powers of the Company and the Trustee shall continue as though no such proceedings had been taken. 
 Section 6.02 Collection of Indebtedness
and Suits for Enforcement by Trustee. 
 (a) The Company covenants that (i) in case it shall default in the payment of any installment
of interest on any of the Securities of a series, or in any payment required by any sinking or analogous fund established with respect to that series as and when the same shall have become due and payable, and such default shall have continued for a
period of 90 days, or (ii) in case it shall default in the payment of the principal of (or premium, if any, on) any of the Securities of a series when the same shall have become due and payable, whether upon maturity of the Securities of a
series or upon redemption or upon declaration or otherwise then, upon demand of the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Securities of that series, the whole amount that then shall have been become due
and payable on all such Securities for principal (and premium, if any) or interest, or both, as the case may be, with interest upon the overdue principal (and premium, if any) and (to the extent that payment of such interest is enforceable under
applicable law) upon overdue installments of interest at the rate per annum expressed in the Securities of that series; and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, and the
amount payable to the Trustee under Section 7.06. 
 (b) If the Company shall fail to pay such amounts forthwith upon such demand, the Trustee,
in its own name and as trustee of an express trust, shall be entitled and empowered to institute any action or proceedings at law or in equity for the collection of the sums so due and unpaid, and may prosecute any such action or proceeding to
judgment or final decree, and may enforce any such judgment or final decree against the Company or other obligor upon the 

  
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Securities of that series and collect the moneys adjudged or decreed to be payable in the manner provided by law or equity out of the property of the Company or other obligor upon the Securities
of that series, wherever situated. 
 (c) In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, readjustment,
arrangement, composition or judicial proceedings affecting the Company, or its creditors or property, the Trustee shall have power to intervene in such proceedings and take any action therein that may be permitted by the court and shall (except as
may be otherwise provided by law) be entitled to file such proofs of claim and other papers and documents as may be necessary or advisable in order to have the claims of the Trustee and of the holders of Securities of such series allowed for the
entire amount due and payable by the Company under the Indenture at the date of institution of such proceedings and for any additional amount that may become due and payable by the Company after such date, and to collect and receive any moneys or
other property payable or deliverable on any such claim, and to distribute the same after the deduction of the amount payable to the Trustee under Section 7.06; and any receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the holders of Securities of such series to make such payments to the Trustee, and, in the event that the Trustee shall consent to the making of such payments directly to such Securityholders, to pay to the Trustee for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06. To the extent that the payment of any such compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.06 hereof out of the estate in any such proceeding, will be denied for any reason, payment of the same will be secured by a lien on, and will
be paid out of, any and all distributions, dividends, money, securities and other properties that the holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 

(d) All rights of action and of asserting claims under this Indenture, or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities, or the production thereof at any trial or other proceeding relative thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall, after provision for payment to the Trustee of any amounts due under Section 7.06, be for the ratable benefit of the holders of the Securities of such series. 

In case of an Event of Default hereunder, the Trustee may in its discretion proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any of such rights, either at law or in equity or in bankruptcy or otherwise, whether for the specific enforcement of any covenant or agreement
contained in the Indenture or in aid of the exercise of any power granted in this Indenture, or to enforce any other legal or equitable right vested in the Trustee by this Indenture or by law. 

Nothing contained herein 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 that 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 proceeding. 

Section 6.03 Application of Moneys Collected.  

Any moneys collected by the Trustee pursuant to this Article with respect to a particular series of Securities shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such moneys on account of principal (or premium, if any) or interest, upon presentation of the Securities of that series, and notation thereon of the payment, if only partially
paid, and upon surrender thereof if fully paid: 
 FIRST: To the payment of costs and expenses of collection and of all amounts payable to the Trustee,
including its agents and attorneys, under Section 7.06; 
 SECOND: To the payment of the amounts then due and unpaid upon Securities of such series for
principal (and premium, if any) and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for
principal (and premium, if any) and interest, respectively; and 

  
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 THIRD: To the payment of the remainder, if any, to the Company or any other Person lawfully entitled thereto.

 Section 6.04 Limitation on Suits.  

No holder of any Security of any series shall have any right by virtue or by availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless (i) such holder previously shall have given to the Trustee written notice
of an Event of Default and of the continuance thereof with respect to the Securities of such series specifying such Event of Default, as hereinbefore provided; (ii) the holders of not less than 25% in aggregate principal amount of the
Securities of such series then Outstanding shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder; (iii) such holder or holders shall have offered and, if requested,
provided, to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request; (iv) the Trustee for 90 days after its receipt of such notice, request and offer of
security or indemnity, shall have failed to institute any such action, suit or proceeding and (v) during such 90 day period, the holders of a majority in principal amount of the Securities of that series do not give the Trustee a direction
that, in the opinion of the Trustee, is inconsistent with the request. 
 Notwithstanding anything contained herein to the contrary or any other provisions
of this Indenture, the right of any holder of any Security to receive payment of the principal of (and premium, if any) and interest on such Security, as therein provided, on or after the respective due dates expressed in such Security (or in the
case of redemption, on the redemption date), or to institute suit for the enforcement of any such payment on or after such respective dates or redemption date, shall not be impaired or affected without the consent of such holder and by accepting a
Security hereunder it is expressly understood, intended and covenanted by the taker and holder of every Security of such series with every other such taker and holder and the Trustee, that no one or more holders of Securities of such series shall
have any right in any manner whatsoever by virtue or by availing of any provision of this Indenture to affect, disturb or prejudice the rights of the holders of any other of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except in the manner herein provided and for the equal, ratable and common benefit of all holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. 

Section 6.05 Rights and Remedies Cumulative; Delay or Omission Not Waiver.  

(a) Except as otherwise provided in Section 2.07, all powers and remedies given by this Article to the Trustee or to the Securityholders shall, to
the extent permitted by law, be deemed cumulative and not exclusive of any other powers and remedies available to the Trustee or the holders of the Securities, by judicial proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established with respect to such Securities. 
 (b) No delay or omission of the
Trustee or of any holder of any of the Securities to exercise any right or power accruing upon any Event of Default occurring and continuing as aforesaid shall impair any such right or power, or shall be construed to be a waiver of any such default
or an acquiescence therein; and, subject to the provisions of Section 6.04, every power and remedy given by this Article or by law to the Trustee or the Securityholders may be exercised from time to time, and as often as shall be deemed
expedient, by the Trustee or by the Securityholders. 
 Section 6.06 Control by Securityholders.  

The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding, determined in accordance with
Section 8.04, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee with respect to such series; provided,
however, that such direction shall not be in conflict with any rule of law or with this Indenture or subject the Trustee in its sole discretion to personal liability. Subject to the provisions of Section 7.01, the Trustee shall have the right
to decline to follow any such direction if the Trustee determines that the proceeding so directed would potentially involve the Trustee in personal liability or might be unduly prejudicial to the Trustee or any Securityholder. Prior to taking any
action hereunder, the Trustee will been entitled to 

  
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indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action. The holders of a majority in aggregate principal amount of
the Securities of any series at the time Outstanding affected thereby, determined in accordance with Section 8.04, may on behalf of the holders of all of the Securities of such series waive any past default in the performance of any of the
covenants contained herein or established pursuant to Section 2.01 with respect to such series and its consequences, except a default in the payment of the principal of, or premium, if any, or interest on, any of the Securities of that series
as and when the same shall become due by the terms of such Securities otherwise than by acceleration (unless such default has been cured and a sum sufficient to pay all matured installments of interest and principal and any premium has been
deposited with the Trustee (in accordance with Section 6.01(c)). Upon any such waiver, the default covered thereby shall be deemed to be cured for all purposes of this Indenture and the Company, the Trustee and the holders of the Securities of
such series shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 

Section 6.07 Undertaking to Pay Costs.
 All
parties to this Indenture agree, and each holder of any Securities by such holder’s acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Securityholder, or group of Securityholders, holding more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the principal of (or premium, if any) or interest on any Security of such series, on or after the respective due dates expressed in such Security or established pursuant to this
Indenture. 
 ARTICLE 7 

CONCERNING THE TRUSTEE 

Section 7.01 Certain Duties and Responsibilities of Trustee.  

(a) The Trustee, prior to the occurrence of an Event of Default with respect to the Securities of a series and after the curing of all Events of Default
with respect to the Securities of that series that may have occurred, shall undertake to perform with respect to the Securities of such series such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants
shall be read into this Indenture against the Trustee. In case an Event of Default with respect to the Securities of a series has occurred (that has not been cured or waived) of which the Trustee has knowledge, the Trustee shall exercise with
respect to Securities of that series such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or
her own affairs; provided that if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of any of the holder sunless such
holders have offered to the Trustee indemnity or security satisfactory to it in its discretion against any loss, liability or expenses that might be incurred by it in compliance with such request or direction. 

(b) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to
act, or its own willful misconduct, except that: 
 (i) prior to the occurrence of an Event of Default with respect to the Securities of a series and
after the curing or waiving of all such Events of Default with respect to that series that may have occurred: 
 (A) the duties and obligations of
the Trustee shall with respect to the Securities of such series be determined solely by the express provisions of this Indenture, and the Trustee shall not be liable with respect to the Securities of such series except for the performance of such
duties and obligations as are specifically set forth in this Indenture, and no 

  
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implied covenants or obligations shall be read into this Indenture against the Trustee; and 
 (B)
in the absence of bad faith on the part of the Trustee, the Trustee may with respect to the Securities of such series conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any
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 that 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 (but will not be required to confirm or investigate the accuracy of any mathematical calculations or factual statements
contained therein); 
 (ii) the Trustee shall not be liable to any Securityholder or to any other Person for any error of judgment made in good faith
by a Responsible Officer or Responsible Officers of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; 

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of
the holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee under this Indenture with respect to the Securities of that series; 
 (iv) none of the provisions contained in
this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties or in the exercise of any of its rights or powers; 

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

(vi) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty of the Trustee; 

(vii) No Trustee shall have any duty or responsibility for any act or omission of any other Trustee appointed with respect to a series of Securities
hereunder; 
 (viii) Whether or not therein provided, every provision of this Indenture relating to the conduct or affecting the liability of, or
affording protection to, the Trustee shall be subject to the provisions of this Section 7.01; 
 (ix) The Trustee shall not be liable in respect
of any payment (as to the correctness of amount, entitlement to receive or any other matters relating to payment) or notice effected by the Company or any Paying Agent if other than the Trustee or records maintained by any Security Registrar if
other than the Trustee; and 
 (x) If any party fails to deliver a notice relating to an event the fact of which, pursuant to this Indenture,
requires notice to be sent to the Trustee, the Trustee may conclusively rely on its failure to receive such notice as reason to act as if no such event occurred. 

Section 7.02 Certain Rights of Trustee.  

Except as otherwise provided in Section 7.01: 
 (a)
The Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, security or other paper or
document believed by it to be genuine and to have been signed or presented by the proper party or parties; 
 (b) Any request, direction, order or
demand of the Company mentioned herein shall be sufficiently evidenced by an instrument signed by an authorized Officer of the Company (unless other evidence in respect thereof is specifically prescribed herein) and any resolution of the Board of
Directors may be evidenced to the Trustee by a Board 

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

(d) The Trustee may consult with counsel and the opinion or advice of such counsel or, if requested, any Opinion of Counsel, shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon; 
 (e) 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 Securityholders pursuant to the provisions of this Indenture, unless such Securityholders
shall have offered to the Trustee security or indemnity acceptable to the Trustee against the costs, expenses and liabilities that may be incurred therein or thereby; nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default with respect to a series of the Securities (that has not been cured or waived) of which he Trustee has knowledge, to exercise with respect to Securities of that series such of the rights and powers vested
in it by this Indenture, and to use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his or her own affairs; 

(f) The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; 
 (g) The Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, security, or other papers or documents or inquire as to the performance by the Company of one of its
covenants under this Indenture, but the Trustee, in its discretion, may make such further inquiry into such facts or matters as it may see fit and, if the Trustee determines to make such further inquiry or investigation, it will be entitled to
examine the books, records and premises of the Company personally or by agent or attorney and at the expense of the Company, and will incur no liability of any kind by reason of such inquiry or investigation. 

(h) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys
and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 

(i) 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; 
 (j) 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; and 
 (k) The Trustee agrees to accept and act upon written instructions or directions pursuant to this Indenture sent by unsecured e-mail (in PDF format) or facsimile transmission; provided, however, that such instructions or directions shall be signed by an authorized representative of the party providing such instructions or directions. If
the party elects to give the Trustee e-mail (in PDF format) or facsimile instructions and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such
instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions
conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of 

  
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such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk or
interception and misuse by third parties. 
 (l) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the
names of individuals and/or titles of officers authorized at such time to furnish the Trustee with Officers’ Certificates, requests, directions, orders or demands of the Company, and to take other actions pursuant to this Indenture. 

(m) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and under any Securities, and each agent, custodian and other Person employed to act under this Indenture. 

(n) The Trustee shall not be deemed to have knowledge of any Default or Event of Default (other than an Event of Default constituting the failure to
pay the interest on, or the principal of, the Securities if the Trustee also serves as the paying agent for such Securities) until (i) a Responsible Officer of the Trustee shall have obtained actual knowledge of such Default or Event of Default
or (ii) written notice of such Default or Event of Default referencing this Indenture and the Securities shall have been given to the Trustee in the manner set forth in this Indenture and shall have been received by a Responsible Officer of the
Trustee. 
 Section 7.03 Trustee Not Responsible for Recitals or Issuance or Securities.  

(a) The recitals contained herein and in the Securities shall be taken as the statements of the Company, and the Trustee assumes no responsibility for
the correctness of the same. The Trustee shall not be responsible for any statement in any registration statement, prospectus, or any other document in connection with the offering or sale of Securities. The Trustee shall not be responsible for any
rating on the Securities or any action or omission of any rating agency. 
 (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. 
 (c) The Trustee shall not be accountable for the use or application by the Company of any of
the Securities or of the proceeds of such Securities, or for the use or application of any moneys paid over by the Trustee in accordance with any provision of this Indenture or established pursuant to Section 2.01, or for the use or application
of any moneys received by any paying agent other than the Trustee. 
 Section 7.04 May Hold Securities.  

The Trustee or any paying agent or Security Registrar, in its individual or any other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not Trustee, paying agent or Security Registrar. 
 Section 7.05 Moneys Held in Trust.  

Subject to the provisions of Section 11.05, all moneys received by the Trustee shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest or investment income on any moneys received by it hereunder except such as
it may agree with the Company to pay thereon. 
 Section 7.06 Compensation and Reimbursement. 

(a) The Company shall pay to the Trustee for each of its capacities hereunder from time to time compensation for its acceptance of this Indenture and
its services as the Company and the Trustee shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation, disbursements and expenses of the
Trustee’s agents and counsel. 

  
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 (b) The Company shall indemnify each of the Trustee in each of its capacities hereunder against any loss,
liability or expense (including the cost of defending itself and including the reasonable compensation, disbursements and expenses of the Trustee’s agents and counsel) incurred by it except as set forth in Section 7.06(c) in the exercise
or performance of its powers, rights or duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate
in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees, disbursements and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. This indemnification shall apply to officers, directors, employees, shareholders and agents of the Trustee. 
 (c) The Company
need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through gross negligence or willful misconduct. 

(d) To ensure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all funds or property
held or collected by the Trustee, except that held in trust to pay principal of or interest on particular Securities. The Trustee’s right to receive payment of any amounts due under this Section 7.06 shall not be subordinate to any other
liability or indebtedness of the Company. When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 6.01(4) or (5), the expenses (including the reasonable fees, disbursements and expenses
of its counsel) and the compensation for services in connection therewith are to constitute expenses of administration under any bankruptcy law. The provisions of this Section 7.06 shall survive the termination or satisfaction and discharge of
this Indenture, payment in full of the Securities, and the resignation or removal of the Trustee. 
 Section 7.07 Disqualification; Conflicting
Interests.  
 If the Trustee has or shall acquire any “conflicting interest” within the meaning of Section 310(b) of the
Trust Indenture Act, the Trustee and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust Indenture Act. 

Section 7.08 Corporate Trustee Required; Eligibility.  

There shall at all times be a Trustee with respect to the Securities issued hereunder which shall at all times be a corporation organized and doing business
under the laws of the United States of America or any state or territory thereof or of the District of Columbia, or a corporation or other Person permitted to act as trustee by the Commission, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least fifty million U.S. dollars ($50,000,000), and subject to supervision or examination by federal, state, territorial, or District of Columbia authority. 

If such corporation or other Person publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation or other Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
The Company may not, nor may any Person directly or indirectly controlling, controlled by, or under common control with the Company, serve as Trustee. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of
this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 7.09. 
 Section 7.09 Resignation and
Removal; Appointment of Successor.  
 (a) The Trustee or any successor hereafter appointed may at any time resign with respect to the
Securities of one or more series by giving written notice thereof to the Company and . Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee with respect to Securities of such series by written instrument,
in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor trustee. If no successor trustee shall have been so appointed and


  
 24 








 
have accepted appointment within 30 days after the sending of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor
trustee with respect to Securities of such series, or any Securityholder of that series who has been a bona fide holder of a Security or Securities for at least six months may on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee. 

(b) In case at any time any one of the following shall occur: 

(i) the Trustee shall fail to comply with the provisions of Section 7.07 after written request therefor by the Company or by any Securityholder
who has been a bona fide holder of a Security or Securities for at least six months; or 
 (ii) the Trustee shall cease to be eligible in accordance
with the provisions of Section 7.08 and shall fail to resign after written request therefor by the Company or by any such Securityholder; or 

(iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary bankruptcy proceeding, or a
receiver of the Trustee or of its property shall be appointed or consented to, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; then, in
any such case, the Company may remove the Trustee with respect to all Securities and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor trustee, or any Securityholder who has been a bona fide holder of a Security or Securities for at least six months may, on behalf of that holder and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee. Such court may thereupon after such notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor trustee. 

(c) The holders of a majority in aggregate principal amount of the Securities of any series at the time Outstanding may at any time remove the Trustee
with respect to such series by so notifying the Trustee and the Company and may appoint a successor Trustee for such series with the consent of the Company. 

(d) Any resignation or removal of the Trustee and appointment of a successor trustee with respect to the Securities of a series pursuant to any of the
provisions of this Section shall become effective upon acceptance of appointment by the successor trustee as provided in Section 7.10. 
 (e)
Any successor trustee appointed pursuant to this Section may be appointed with respect to the Securities of one or more series or all of such series, and at any time there shall be only one Trustee with respect to the Securities of any
particular series. 
 Section 7.10 Acceptance of Appointment By Successor.  

(a) In case of the appointment hereunder of a successor trustee with respect to all Securities, every such successor trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor trustee, such retiring Trustee shall, upon payment of any amounts due to it pursuant
to the provisions of Section 7.06, execute and deliver an instrument transferring to such successor trustee all the rights, powers, and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor trustee all
property and money held by such retiring Trustee hereunder, subject to the lien provided in Section 7.06. Notwithstanding the replacement of the Trustee pursuant to this Article 7, the Company’s obligations under Section 7.06 shall
continue or the benefit of the retiring Trustee. 
 (b) In case of the appointment hereunder of a successor trustee with respect to the Securities of
one or more (but not all) series, the Company, the retiring Trustee and each successor trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor trustee shall
accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, 

  
 25 








 
and to vest in, each successor trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such
successor trustee relates, (ii) shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as
to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (iii) shall 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, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust, that each such Trustee
shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee and that no Trustee shall be responsible or liable for any act or failure to act on the part of any other
Trustee hereunder; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein, such retiring Trustee shall with respect to the
Securities of that or those series to which the appointment of such successor trustee relates have no further responsibility or liability for the exercise of rights and powers or for the performance of the duties and obligations vested in the
Trustee under this Indenture, and each such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those
series to which the appointment of such successor trustee relates; but, on request of the Company or any successor trustee, such retiring Trustee shall, upon payment of any amounts due to it pursuant to the provisions of Section 7.06, duly
assign, transfer and deliver to such successor trustee, to the extent contemplated by such supplemental indenture, the property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the
appointment of such successor trustee relates, subject to the lien provided in Section 7.06. 
 (c) Upon request of any such successor trustee,
the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor trustee all such rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 

(d) No successor trustee shall accept its appointment unless at the time of such acceptance such successor trustee shall be qualified and eligible
under this Article. 
 (e) Upon acceptance of appointment by a successor trustee as provided in this Section, the Company shall transmit notice of
the succession of such trustee hereunder to the Securityholders, as their names and addresses appear upon the Security Register. If the Company fails to transmit such notice within ten days after acceptance of appointment by the successor trustee,
the successor trustee shall cause such notice to be transmitted at the expense of the Company. 
 Section 7.11 Merger, Conversion,
Consolidation or Succession to Business.  
 Any corporation into which the Trustee may be merged or converted or with which it may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, including the
administration of the trust created by this Indenture, shall be the successor of the Trustee hereunder, provided that such corporation shall be qualified under the provisions of Section 7.07 and eligible under the provisions of
Section 7.08, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case any Securities shall have been authenticated, but not delivered, by
the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities. 
 Section 7.12 Preferential Collection of Claims Against the Company.  

The Trustee shall comply with Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section 311(b) of the Trust
Indenture Act. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the Trust Indenture Act to the extent included therein. 

Section 7.13 Notice of Default. 

  
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 If any Event of Default occurs and is continuing of which the Trustee has knowledge (as provided in
Section 7.02(m)), then the Trustee shall send to each Securityholder notice of the Event of Default within 90 days after it occurs or, if it is not known to the Trustee at such time, within 30 days after it becomes known to the Trustee (as
provided in Section 7.01(l)), unless such Event of Default has been cured; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Security, the Trustee shall be
protected in withholding such notice if and so long as the Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Securityholders. 

ARTICLE 8 
 CONCERNING
THE SECURITYHOLDERS 
 Section 8.01 Evidence of Action by Securityholders.  

Whenever in this Indenture it is provided that the holders of a majority or specified percentage in aggregate principal amount of the Securities of a
particular series may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action the holders of such majority or
specified percentage of that series have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by such holders of Securities of that series in person or by agent or proxy appointed in writing. 

If the Company shall solicit from the Securityholders of any series any request, demand, authorization, direction, notice, consent, waiver or other action,
the Company may, at its option, as evidenced by an Officer’s Certificate, fix in advance a record date for such series for the determination of Securityholders entitled to give such request, demand, authorization, direction, notice, consent,
waiver or other action, but the Company shall have no obligation to do so. If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other action may be given before or after the record date, but only
the Securityholders of record at the close of business on the record date shall be deemed to be Securityholders for the purposes of determining whether Securityholders of the requisite proportion of Outstanding Securities of that series have
authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other action, and for that purpose the Outstanding Securities of that series shall be computed as of the record date; provided, however,
that no such authorization, agreement or consent by such Securityholders on the record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than six months after the record date. 

Section 8.02 Proof of Execution by Securityholders.  

Subject to the provisions of Sections 7.01 and 7.02 , proof of the execution of any instrument by a Securityholder (such proof will not require notarization)
or his or her agent or proxy and proof of the holding by any Person of any of the Securities shall be sufficient if made in the following manner: 
 (a)
The fact and date of the execution by any such Person of any instrument may be proved in any reasonable manner acceptable to the Trustee. 
 (b)
The ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security Registrar thereof. 
 The
Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary. 
 Section 8.03 Who
May be Deemed Owners.  
 Prior to the due presentment for registration of transfer of any Security, the Company, the Trustee, any paying
agent and any Security Registrar may deem and treat the Person in whose name such Security shall be registered upon the books of the Security Registrar as the absolute owner of such Security (whether or not such Security shall be overdue and
notwithstanding any notice of ownership or writing thereon made by anyone other than the Security 

  
 27 








 
Registrar) for the purpose of receiving payment of or on account of the principal of, premium, if any, and (subject to Section 2.03) interest on such Security and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Security Registrar shall be affected by any notice to the contrary. 

Section 8.04 Certain Securities Owned by Company Disregarded.

In determining whether the holders of the requisite aggregate principal amount of Securities of a particular series have concurred in any direction, consent or
waiver under this Indenture, the Securities of that series that are owned by the Company or any other obligor on the Securities of that series or by any Person directly or indirectly controlling or controlled by or under common control with the
Company or any other obligor on the Securities of that series shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in
relying on any such direction, consent or waiver, only Securities of such series that a Responsible Officer of the Trustee has been notified in writing are so owned shall be so disregarded. The Securities so owned that have been pledged in good
faith may be regarded as Outstanding for the purposes of this Section, if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not a Person directly
or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee. 
 Section 8.05 Actions Binding on Future Securityholders.  

At any time prior to (but not after) the evidencing to the Trustee, as provided in Section 8.01, of the taking of any action by the holders of the
majority or percentage in aggregate principal amount of the Securities of a particular series specified in this Indenture in connection with such action, any holder of a Security of that series that is shown by the evidence to be included in the
Securities the holders of which have consented to such action may, by filing written notice with the Trustee, and upon proof of holding as provided in Section 8.02, revoke such action so far as concerns such Security. Except as aforesaid any
such action taken by the holder of any Security shall be conclusive and binding upon such holder and upon all future holders and owners of such Security, and of any Security issued in exchange therefor, on registration of transfer thereof or in
place thereof, irrespective of whether or not any notation in regard thereto is made upon such Security. Any action taken by the holders of the majority or percentage in aggregate principal amount of the Securities of a particular series specified
in this Indenture in connection with such action shall be conclusively binding upon the Company, the Trustee and the holders of all the Securities of that series. 

ARTICLE 9 
 SUPPLEMENTAL
INDENTURES 
 Section 9.01 Supplemental Indentures Without the Consent of Securityholders.  

In addition to any supplemental indenture otherwise authorized by this Indenture, the Company, when authorized by the Board of Directors, and the Trustee may
from time to time and at any time enter into an indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust Indenture Act as then in effect), without the consent of the Securityholders, for one or more of the
following purposes: 
 (a) to cure any ambiguity, defect, or inconsistency herein or in the Securities of any series; 

(b) to comply with Article Ten; 
 (c) to provide
for uncertificated Securities in addition to or in place of certificated Securities; 
 (d) to add to the covenants, restrictions, conditions or
provisions relating to the Company for the benefit of the holders of all or any series of Securities (and if such covenants, restrictions, conditions or provisions are to be for the benefit of less than all series of Securities, stating that such
covenants, restrictions, conditions or provisions are 

  
 28 








 
expressly being included solely for the benefit of such series), to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an Event of Default, or to surrender any right or power herein conferred upon the Company; 
 (e) to add to, delete from, or
revise the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication, and delivery of Securities, as herein set forth; 

(f) to make any change that does not adversely affect the rights of any Securityholder in any material respect in the good faith opinion of the Board
of Directors as certified to the Trustee in an Officers’ Certificate of the Company; 
 (g) to provide for the issuance of and establish the
form and terms and conditions of the Securities of any series as provided in Section 2.01, to establish the form of any certifications required to be furnished pursuant to the terms of this Indenture or any series of Securities, or to add to
the rights of the holders of any series of Securities; 
 (h) to evidence and provide for the acceptance of appointment hereunder by a successor
trustee; or 
 (i) to comply with any requirements of the Commission or any successor in connection with the qualification of this Indenture under
the Trust Indenture Act. 
 The Trustee is hereby authorized to join with the Company in the execution of any such supplemental indenture, and to make any
further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture that conflicts with law or this Indenture or affects the Trustee’s own rights,
protections, duties, obligations, indemnities or immunities under this Indenture or otherwise. 
 Any supplemental indenture authorized by the provisions of
this Section may be executed by the Company and the Trustee without the consent of the holders of any of the Securities at the time Outstanding, notwithstanding any of the provisions of Section 9.02. 

Section 9.02 Supplemental Indentures With Consent of Securityholders.  

With the consent (evidenced as provided in Article 8) of the holders of not less than a majority in aggregate principal amount of the Securities of each series
affected by such supplemental indenture or indentures at the time Outstanding, the Company, when authorized by a Board Resolution, and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act as then in effect) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner not covered by Section 9.01 the rights of the holders of the Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the holders of each
Security then Outstanding and affected thereby, (a) extend the fixed maturity of any Securities of any series, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any premium
payable upon the redemption thereof or (b) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture. 

It shall not be necessary for the consent of the Securityholders of any series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent shall approve the substance thereof. 
 Section 9.03
Effect of Supplemental Indentures.  
 Upon the execution of any supplemental indenture pursuant to the provisions of this Article or of
Section 10.01, this Indenture shall, with respect to such series, be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, protections, obligations, duties, indemnities, and
immunities under this Indenture of the Trustee, the Company and the holders of Securities of the series affected thereby shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any and all purposes. 

  
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 Section 9.04 Securities Affected by Supplemental Indentures.  

Securities of any series affected by a supplemental indenture, authenticated and delivered after the execution of such supplemental indenture pursuant to the
provisions of this Article or of Section 10.01, may bear a notation in form approved by the Company, provided such form meets the requirements of any securities exchange upon which such series may be listed, as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Securities of that series so modified as to conform, in the opinion of the Board of Directors, to any modification of this Indenture contained in any such supplemental indenture may
be prepared by the Company, authenticated by the Trustee and delivered in exchange for the Securities of that series then Outstanding. 

Section 9.05 Execution of Supplemental Indentures.  

Upon the written request of the Company, accompanied by its Board Resolutions authorizing the execution of any such supplemental indenture, and upon the filing
with the Trustee of evidence satisfactory to the Trustee of the consent of Securityholders required to consent thereto as aforesaid, the Trustee shall join with the Company in the execution of such supplemental indenture unless such supplemental
indenture affects the Trustee’s own rights, protections, obligations, duties, indemnities or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall not be obligated to enter into such
supplemental indenture. In addition to the documents required by Section 13.08, the Trustee shall receive an Officer’s Certificate and an Opinion of Counsel stating, and as conclusive evidence that, (a) the supplemental indenture
complies with this Article 9 and is authorized or permitted by the terms of the Indenture, and (b) in the case of the Opinion of Counsel, such supplemental indenture is a valid and binding obligation of the Company, enforceable against the
Company in accordance with its terms. 
 Promptly after the execution by the Company and the Trustee of any supplemental indenture pursuant to the
provisions of this Section, the Company shall (or shall direct the Trustee to) send a notice, setting forth in general terms the substance of such supplemental indenture, to the Securityholders of all series affected thereby as their names and
addresses appear upon the Security Register. Any failure of the Company to mail, or cause the mailing of, such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. 

ARTICLE 10 
 SUCCESSOR
ENTITY 
 Section 10.01 Company May Consolidate, Etc. 

Nothing contained in this Indenture shall prevent any consolidation or merger of the Company with or into any other Person (whether or not affiliated with the
Company) or successive consolidations or mergers in which the Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Company or its successor or
successors as an entirety, or substantially as an entirety, to any other Person (whether or not affiliated with the Company or its successor or successors); provided, however, the Company hereby covenants and agrees that, upon any such consolidation
or merger (in each case, if the Company is not the survivor of such transaction) or any such sale, conveyance, transfer or other disposition (other than a sale, conveyance, transfer or other disposition to a Subsidiary of the Company), (i) the due
and punctual payment of the principal of (premium, if any) and interest on all of the Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all the
covenants and conditions of this Indenture with respect to each series or established with respect to such series pursuant to Section 2.01 to be kept or performed by the Company shall be expressly assumed, by supplemental indenture (which shall
conform to the provisions of the Trust Indenture Act, as then in effect, and the terms of Article 9 of this Indenture) satisfactory in form to the Trustee executed and delivered to the Trustee by the entity formed by such consolidation, or into
which the Company shall have been merged, or by the entity which shall have acquired such property and (ii) the Trustee shall have received an Officers’ Certificate and Opinion of Counsel, each stating that such consolidation, merger or
transfer, as the case may be, and any such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with the provisions of this Article 10, and which Opinion of Counsel shall
state that the Securities and such supplemental 

  
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indenture are valid and binding obligations of such entity, enforceable against such entity in accordance with their terms. 

Section 10.02 Successor Entity Substituted.  

(a) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition where the Company is not the surviving entity and upon
(i) the assumption by the successor entity by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations set forth under Section 10.01 on all of the Securities of all series
Outstanding, and (ii) receipt by the Trustee of the Officers’ Certificate and Opinion of Counsel referred to in Section 10.01, such successor entity shall succeed to and be substituted for the Company with the same effect as if it had
been named as the Company herein, and thereupon the predecessor corporation shall be relieved of all obligations and covenants under this Indenture and the Securities. 

(b) In case of any such consolidation, merger, sale, conveyance, transfer or other disposition, such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be appropriate. 
 (c) Nothing contained in this Article shall require any
action required under this Article by the Company in the case of a consolidation or merger of any Person into the Company where the Company is the survivor of such transaction, or the acquisition by the Company, by purchase or otherwise, of all or
any part of the property of any other Person (whether or not affiliated with the Company). 
 ARTICLE 11 

SATISFACTION AND DISCHARGE 

Section 11.01 Satisfaction and Discharge of Indenture.  

If at any time: (a) the Company shall have delivered to the Trustee for cancellation all Securities of a series theretofore authenticated and not
delivered to the Trustee for cancellation (other than any Securities that shall have been destroyed, lost or stolen and that shall have been replaced or paid as provided in Section 2.07 and Securities for whose payment money or Governmental
Obligations have theretofore been deposited in trust or segregated and held in trust by the Company and thereupon repaid to the Company or discharged from such trust, as provided in Section 11.05); or (b) all such Securities of a
particular series not theretofore delivered to the Trustee for cancellation shall have become due and payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and (i) the Company shall deposit or cause to be deposited with the Trustee as trust funds the entire amount in moneys or Governmental Obligations or a combination thereof,
sufficient, without consideration of reinvestment, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all
Securities of that series not theretofore delivered to the Trustee for cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, (ii) the
Company shall also pay or cause to be paid all other sums payable hereunder by the Company with respect to such series (including, without limitation, all sums due to the Trustee under the Indenture), and (iii) the Company shall deliver to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent and covenants provided herein relating to the satisfaction and discharge of this Indenture have been complied with, then this Indenture shall
thereupon cease to be of further effect with respect to such series except for the provisions of Sections 2.03, 2.05, 2.07, 4.01, 4.02, 4.03, 11.05, 13.04 and Article 7, which shall survive until the date of maturity or redemption date, as the case
may be, and Sections 7.06 and 11.05, which shall survive to such date and thereafter, and the Trustee, at the request of the Company and at the cost and expense of the Company shall execute instruments prepared by the Company and satisfactory to the
Trustee acknowledging satisfaction of and discharging this Indenture with respect to such series.
 Section 11.02 Discharge of
Obligations.  
 (i) If at any time all such Securities of a particular series not heretofore delivered to the Trustee for cancellation or
that have not become due and payable as described in Section 11.01 shall have been paid by the Company by 

  
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depositing irrevocably with the Trustee as trust funds moneys or an amount of Governmental Obligations sufficient, without consideration for reinvestment, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay at maturity or upon redemption all such Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal (and premium, if any) and interest due or to become due to such date of maturity or date fixed for redemption, as the case may be, (ii) if the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company with respect to such series (including, without limitation, all sums due to the Trustee under the Indenture), and (iii) the Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel,
each stating that all conditions precedent and covenants provided herein relating to the satisfaction and discharge of this Indenture have been complied with, then after the date such moneys or Governmental Obligations, as the case may be, are
deposited with the Trustee the obligations of the Company under this Indenture with respect to such series shall cease to be of further effect except for the provisions of Sections 2.03, 2.05, 2.07, 4,01, 4.02, 4,03, 11.05, 13.04 and Article 7,
which shall survive until such Securities shall mature and be paid. Thereafter, Sections 7.06 and 11.05 shall survive. 

Section 11.03 Deposited Moneys to be Held in Trust.  

All moneys or Governmental Obligations deposited with the Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be available for payment
as due, either directly or through any paying agent (including the Company acting as its own paying agent), to the holders of the particular series of Securities for the payment or redemption of which such moneys or Governmental Obligations have
been deposited with the Trustee. 
 Section 11.04 Payment of Moneys Held by Paying Agents. 

In connection with the satisfaction and discharge of this Indenture all moneys or Governmental Obligations then held by any paying agent under the provisions
of this Indenture shall, upon demand of the Company, be paid to the Trustee and thereupon such paying agent shall be released from all further liability with respect to such moneys or Governmental Obligations. 

Section 11.05 Repayment to Company.  

Any moneys or Governmental Obligations deposited with any paying agent or the Trustee, or then held by the Company, in trust for payment of principal of or
premium, if any, or interest on the Securities of a particular series that are not applied but remain unclaimed by the holders of such Securities for at least two years after the date upon which the principal of (and premium, if any) or interest on
such Securities shall have respectively become due and payable, or such other shorter period set forth in applicable escheat or abandoned or unclaimed property law, shall be repaid to the Company upon receipt of the Company’s written request or
(if then held by the Company) shall be discharged from such trust; and thereupon the paying agent and the Trustee shall be released from all further liability with respect to such moneys or Governmental Obligations, and the holder of any of the
Securities entitled to receive such payment shall thereafter, as a general creditor, look only to the Company for the payment thereof. 

ARTICLE 12 
 IMMUNITY OF
INCORPORATORS, STOCKHOLDERS, OFFICERS AND 
 DIRECTORS 

Section 12.01 No Recourse.  

No recourse under or upon any obligation, covenant or agreement of this Indenture, or of any Security, or for any claim based thereon or otherwise in respect
thereof, shall be had against any incorporator, stockholder, officer or director, past, present or future as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or
successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach to, or is or shall be incurred by, the incorporators, stockholders, officers or directors as such, of the Company or of any predecessor or successor corporation, or any
of them, 

  
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because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied
therefrom; and that any and all such personal liability of every name and nature, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer or
director as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issuance of such Securities. 

ARTICLE 13 

MISCELLANEOUS PROVISIONS 

Section 13.01 Effect on Successors and Assigns.  

All the covenants, stipulations, promises and agreements in this Indenture made by or on behalf of the Company shall bind its successors and assigns, whether
so expressed or not. 
 Section 13.02 Actions by Successor.  

Any act or proceeding by any provision of this Indenture authorized or required to be done or performed by any board, committee or officer of the Company shall
and may be done and performed with like force and effect by the corresponding board, committee or officer of any corporation that shall at the time be the lawful successor of the Company. 

Section 13.03 Surrender of Company Powers.  

The Company by instrument in writing executed by authority of its Board of Directors and delivered to the Trustee may surrender any of the powers reserved to
the Company, and thereupon such power so surrendered shall terminate both as to the Company and as to any successor corporation. 

Section 13.04 Notices.  

Except as otherwise expressly provided herein, any notice, request or demand that by any provision of this Indenture is required or permitted to be given, made
or served by the Trustee, the Security Registrar, any paying or other agent under this Indenture or by the holders of Securities or by any other Person pursuant to this Indenture to or on the Company may be given or served by being deposited in
first class mail, postage prepaid, addressed (until another address is filed in writing by the Company with the Trustee), as follows: BioMarin Pharmaceutical Inc. 770 Lindaro Street, San Rafael, California 94901, Attention: General Counsel. Any
notice, election, request or demand by the Company or any Securityholder or by any other Person pursuant to this Indenture to or upon the Trustee shall be deemed to have been sufficiently given or made, for all purposes, if given or made in writing
by first class mail, postage prepaid, addressed to the Corporate Trust Office of the Trustee, and actually received by a Responsible Officer of the Trustee, with a copy to Curtis, Mallet-Prevost, Colt & Mosle, LLP, 101 Park Avenue, Suite
3500, New York, NY 10178, Attention Steven J. Reisman, Esq., and Raymond T. Hum, Esq. Notices to holders of the Securities will be given by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing
next day delivery, to the addresses of holders of the Securities as they appear in the Security Register, provided that notices to holders of Securities in the form of global securities will be given in accordance with the applicable procedures of
the Depositary as in effect from time to time, and any notice so given will be deemed to have been duly sent or given in writing. 

Section 13.05 Governing Law; Jury Trial Waiver.  

This Indenture and each Security will be governed by and construed in accordance with the laws of the State of New York. 

  
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 EACH PARTY HERETO, AND EACH HOLDER OF A SECURITY BY ACCEPTANCE THEREOF, HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE OR THE SECURITIES. 

Section 13.06 Submission to Jurisdiction 
 Any legal
suit, action or proceeding arising out of or relating to this Indenture, the Securities or the transactions contemplated by this Indenture or the Securities may be instituted in the federal courts of the United States of America located in the City
of New York or the courts of the State of New York, in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive
jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in
Section 13.04 will be effective service of process for any such suit, action or proceeding brought in any such court. Each of the Company, the Trustee, and each holder (by its acceptance of any Security) irrevocably and unconditionally waives
any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waives and agrees not to plead or claim any such suit, action or other proceeding has been brought in an
inconvenient forum. 
 Section 13.07 Treatment of Securities as Debt.  

It is intended that the Securities will be treated as indebtedness and not as equity for federal income tax purposes. The provisions of this Indenture shall be
interpreted to further this intention. 
 Section 13.08 Certificates and Opinions as to Conditions Precedent.  

(a) Upon any application or demand by the Company to the Trustee to take any action or omit to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officer’s Certificate satisfactory to the Trustee stating that all conditions precedent and covenants provided for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel satisfactory to the Trustee stating that in the opinion of such counsel all such conditions precedent have been complied with, except that in the case of any such application or demand as to which the furnishing of such
documents is specifically required by any provision of this Indenture relating to such particular application or demand, no additional certificate or opinion need be furnished. 

(b) Each certificate or opinion provided for in this Indenture and delivered to the Trustee with respect to compliance with a condition or covenant in
this Indenture (other than the certificate to be delivered pursuant to Section 13.13 of this Indenture or Section 314(a)(4) of the Trust Indenture Act) shall include (i) a statement that the Person making such certificate or opinion
has read such covenant or condition; (ii) 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; (iii) a statement that, in
the opinion of such Person, he has made such examination or investigation as is reasonably necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to
whether or not, in the opinion of such Person, such condition or covenant has been complied with. 
 Section 13.09 Payments on
Business Days.  
 Except as provided pursuant to Section 2.01 pursuant to a Board Resolution, and set forth in an Officer’s
Certificate, or established in one or more indentures supplemental to this Indenture in any case where the date of maturity of interest or principal of any Security or the date of redemption of any Security shall not be a Business Day, then payment
of interest or principal (and premium, if any) may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of maturity or redemption, and no interest shall accrue for the period after such nominal
date, on account of such delay. 

  
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 Section 13.10 Conflict with Trust Indenture Act.  

If and to the extent that any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Section 318(c) of the Trust Indenture
Act, such imposed duties shall control. 
 Section 13.11 Counterparts.  

This Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and
the same instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the
original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. 

Section 13.12 Separability.  
 In case
any one or more of the provisions contained in this Indenture or in the Securities of any series shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Indenture or of such Securities, but this Indenture and such Securities shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein. 

Section 13.13 Compliance Certificates.  

The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year during which any Securities of any series were outstanding, an
Officer’s Certificate stating whether or not the signers know of any Default or Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, principal financial
officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Company’s performance under this Indenture and that the Company has complied with all conditions and covenants
under this Indenture. For purposes of this Section 13.13, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officer of the Company signing such certificate
has knowledge of such a Default or Event of Default, the certificate shall set forth the details of any such Default or Event of Default, its status and the action the Company is taking or proposes to take with respect thereto. 

Section 13.14 [Reserved] 
 Section 13.15
U.S.A. Patriot Act. 
 The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all
financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account
with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act. 

Section 13.16 Force Majeure. 
 In no event
shall the Trustee, the Security Registrar, any paying agent or any other agent under this Indenture 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 or utilities, communications or computer (software and hardware) services; it being understood that the Trustee, the Security Registrar, any paying agent or any other agent under this Indenture shall use reasonable efforts which are
consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances. 
 Section 13.17
Table of Contents; Headings. 

  
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 The table of contents and headings of the articles and sections of this Indenture have been inserted for
convenience of reference only, are not intended to be considered a part hereof, and will not modify or restrict any of the terms or provisions hereof. 

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

			
	BIOMARIN PHARMACEUTICAL INC.
		
	By:	 	 /s/ Daniel Spiegelman

	Name:	 	Daniel Spiegelman
	Title:	 	Executive Vice President and Chief Financial Officer
	
	 WILMINGTON TRUST, NATIONAL ASSOCATION,

as Trustee

		
	By:	 	 /s/ John T. Needham Jr.

	Name:	 	John T. Needham Jr.
	Title:	 	Vice President



  
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 CROSS-REFERENCE TABLE (1) 
  

			
	 Section of Trust Indenture Act of 1939, as Amended
	  	 Section of Indenture

	 310(a)
	  	7.08
	 310(b)
	  	7.07
		  	7.09
	 310(c)
	  	Inapplicable
	 311(a)
	  	7.12
	 311(b)
	  	7.12
	 311(c)
	  	Inapplicable
	 312(a)
	  	5.01
		  	5.02(a)
	 312(b)
	  	5.02(c)
	 312(c)
	  	5.02(c)
	 313(a)
	  	5.04(a)
	 313(b)
	  	5.04(b)
	 313(c)
	  	5.04(a)
		  	5.04(b)
	 313(d)
	  	5.04(c)
	 314(a)
	  	5.03
		  	13.12
	 314(b)
	  	Inapplicable
	 314(c)
	  	13.07(a)
	 314(d)
	  	Inapplicable
	 314(e)
	  	13.07(b)
	 314(f)
	  	Inapplicable
	 315(a)
	  	7.01(a)
		  	7.01(b)
	 315(b)
	  	7.13
	 315(c)
	  	7.01
	 315(d)
	  	7.01(b)
	 315(e)
	  	6.07
	 316(a)
	  	6.06
		  	8.04
	 316(b)
	  	6.04
	 316(c)
	  	8.01
	 317(a)
	  	6.02
	 317(b)
	  	4.03
	 318(a)
	  	13.09

  

	(1)	This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions. 


  
 38