Exhibit 4.1


 


 


REGENERON PHARMACEUTICALS, INC.,

ISSUER


 


AND


 


U.S. Bank National Association,

TRUSTEE


 





 



 


INDENTURE


 





 



 


DATED AS OF AUGUST 12, 2020


 


DEBT SECURITIES


 





 



 






    


     


    

 


TABLE OF CONTENTS1


 




	ARTICLE 1 DEFINITIONS	1
	 	 
	SECTION 1.01   DEFINITIONS OF TERMS	1
	 	 
	ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES	5
	 	 
	SECTION 2.01   DESIGNATION AND TERMS OF SECURITIES	5
	 	 
	SECTION 2.02   FORM OF SECURITIES AND TRUSTEE’S CERTIFICATE	7
	 	 
	SECTION 2.03   DENOMINATIONS: PROVISIONS FOR PAYMENT	7
	 	 
	SECTION 2.04   EXECUTION AND AUTHENTICATIONS	9
	 	 
	SECTION 2.05   REGISTRATION OF TRANSFER AND EXCHANGE	9
	 	 
	SECTION 2.06   TEMPORARY SECURITIES	10
	 	 
	SECTION 2.07   MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES	11
	 	 
	SECTION 2.08   CANCELLATION	12
	 	 
	SECTION 2.09   BENEFITS OF INDENTURE	12
	 	 
	SECTION 2.10   AUTHENTICATING AGENT	12
	 	 
	SECTION 2.11   GLOBAL SECURITIES	13
	 	 
	ARTICLE 3 REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS	14
	 	 
	SECTION 3.01   REDEMPTION	14
	 	 
	SECTION 3.02   NOTICE OF REDEMPTION	14
	 	 
	SECTION 3.03   PAYMENT UPON REDEMPTION	15
	 	 
	SECTION 3.04   SINKING FUND	15
	 	 
	SECTION 3.05   SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	16
	 	 
	SECTION 3.06   REDEMPTION OF SECURITIES FOR SINKING FUND	16
	 	 
	ARTICLE 4 COVENANTS	16
	 	 
	SECTION 4.01   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	16
	 	 
	SECTION 4.02   MAINTENANCE OF OFFICE OR AGENCY	17
	 	 
	SECTION 4.03   PAYING AGENTS	17
	 	 
	SECTION 4.04   APPOINTMENT TO FILL VACANCY IN OFFICE OF TRUSTEE	18
	 	 
	SECTION 4.05   COMPLIANCE WITH CONSOLIDATION PROVISIONS	18
	 	 
	SECTION 4.06   COMPLIANCE CERTIFICATE	18



 





 






		1	This Table of Contents does not constitute part of the
Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.



 






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TABLE OF CONTENTS


(continued)


 


	 	Page
	 	 
	ARTICLE 5 SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE	18
	 	 
	SECTION 5.01   COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF SECURITYHOLDERS	19
	 	 
	SECTION 5.02   PRESERVATION OF INFORMATION; COMMUNICATIONS WITH SECURITYHOLDERS	19
	 	 
	SECTION 5.03   REPORTS BY THE COMPANY	19
	 	 
	SECTION 5.04   REPORTS BY THE TRUSTEE	20
	 	 
	ARTICLE 6 REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT	20
	 	 
	SECTION 6.01   EVENTS OF DEFAULT	20
	 	 
	SECTION 6.02   COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	22
	 	 
	SECTION 6.03   APPLICATION OF MONEYS COLLECTED	23
	 	 
	SECTION 6.04   LIMITATION ON SUITS	24
	 	 
	SECTION 6.05   RIGHTS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER	24
	 	 
	SECTION 6.06   CONTROL BY SECURITYHOLDERS	25
	 	 
	SECTION 6.07   UNDERTAKING TO PAY COSTS	25
	 	 
	ARTICLE 7 CONCERNING THE TRUSTEE	26
	 	 
	SECTION 7.01   CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE	26
	 	 
	SECTION 7.02   CERTAIN RIGHTS OF TRUSTEE	27
	 	 
	SECTION 7.03   TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES	28
	 	 
	SECTION 7.04   MAY HOLD SECURITIES	29
	 	 
	SECTION 7.05   MONEYS HELD IN TRUST	29
	 	 
	SECTION 7.06   COMPENSATION AND REIMBURSEMENT	29
	 	 
	SECTION 7.07   RELIANCE ON OFFICERS’ CERTIFICATE	30
	 	 
	SECTION 7.08   DISQUALIFICATION; CONFLICTING INTERESTS	30
	 	 
	SECTION 7.09   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	30
	 	 
	SECTION 7.10   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	31
	 	 
	SECTION 7.11   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	32
	 	 
	SECTION 7.12   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	33
	 	 
	SECTION 7.13   PREFERENTIAL COLLECTION OF CLAIMS AGAINST THE COMPANY	33
	 	 
	SECTION 7.14   NOTICE OF DEFAULT	33



 






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TABLE OF CONTENTS


(continued)


 


	 	Page
	 	 
	ARTICLE 8 CONCERNING THE SECURITYHOLDERS	34
	 	 
	SECTION 8.01   EVIDENCE OF ACTION BY SECURITYHOLDERS	34
	 	 
	SECTION 8.02   PROOF OF EXECUTION BY SECURITYHOLDERS	34
	 	 
	SECTION 8.03   WHO MAY BE DEEMED OWNERS	35
	 	 
	SECTION 8.04   CERTAIN SECURITIES OWNED BY COMPANY DISREGARDED	35
	 	 
	SECTION 8.05   ACTIONS BINDING ON FUTURE SECURITYHOLDERS	35
	 	 
	ARTICLE 9 SUPPLEMENTAL INDENTURES	36
	 	 
	SECTION 9.01   SUPPLEMENTAL INDENTURES WITHOUT THE CONSENT OF SECURITYHOLDERS	36
	 	 
	SECTION 9.02   SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS	37
	 	 
	SECTION 9.03   EFFECT OF SUPPLEMENTAL INDENTURES	38
	 	 
	SECTION 9.04   SECURITIES AFFECTED BY SUPPLEMENTAL INDENTURES	38
	 	 
	SECTION 9.05   EXECUTION OF SUPPLEMENTAL INDENTURES	39
	 	 
	ARTICLE 10 SUCCESSOR ENTITY	39
	 	 
	SECTION 10.01   COMPANY MAY CONSOLIDATE, ETC.	39
	 	 
	SECTION 10.02   SUCCESSOR ENTITY SUBSTITUTED	40
	 	 
	SECTION 10.03   EVIDENCE OF CONSOLIDATION, ETC.	40
	 	 
	ARTICLE 11 SATISFACTION AND DISCHARGE	40
	 	 
	SECTION 11.01   SATISFACTION AND DISCHARGE OF INDENTURE	40
	 	 
	SECTION 11.02   DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT OBLIGATIONS	41
	 	 
	SECTION 11.03   DEPOSITED MONEYS TO BE HELD IN TRUST	42
	 	 
	SECTION 11.04   PAYMENT OF MONEYS HELD BY PAYING AGENTS	42
	 	 
	SECTION 11.05   REPAYMENT TO COMPANY	42
	 	 
	ARTICLE 12 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS	43
	 	 
	SECTION 12.01   NO RECOURSE	43
	 	 
	ARTICLE 13 MISCELLANEOUS PROVISIONS	43
	 	 
	SECTION 13.01   EFFECT ON SUCCESSORS AND ASSIGNS	43
	 	 
	SECTION 13.02   ACTIONS BY SUCCESSOR	43
	 	 
	SECTION 13.03   SURRENDER OF COMPANY POWERS	43
	 	 
	SECTION 13.04   NOTICES	43
	 	 
	SECTION 13.05   GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL	44



 






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	SECTION 13.06   CERTIFICATES AND OPINIONS AS TO CONDITIONS PRECEDENT	45
	 	 
	SECTION 13.07   PAYMENTS ON BUSINESS DAYS	45
	 	 
	SECTION 13.08   CONFLICT WITH TRUST INDENTURE ACT	46
	 	 
	SECTION 13.09   COUNTERPARTS	46
	 	 
	SECTION 13.10   SEPARABILITY	46
	 	 
	SECTION 13.11   USA PATRIOT ACT.	46
	 	 
	SECTION 13.12   FORCE MAJEURE.	46
	 	 
	ARTICLE 14 SUBORDINATION OF SECURITIES	46
	 	 
	SECTION 14.01   SUBORDINATION TERMS	46





 






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INDENTURE



 


INDENTURE,
dated as of August 12, 2020, among REGENERON PHARMACEUTICALS, INC., a New York corporation (the “Company”), and U.S.
Bank 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 (the “Securities Act”) (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 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 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 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 in the city of the Corporate Trust Office of the Trustee, are authorized
or obligated by law, executive order or regulation to close.


 


“CERTIFICATE”
means a certificate signed by any Officer. The Certificate need not comply with the provisions of Section 13.06.


 


“COMPANY”
means Regeneron Pharmaceuticals, Inc., a corporation duly organized and existing under the laws of the State of New York, and,
subject to the provisions of Article Ten, shall also include its successors and assigns.


 


“COMPANY
ORDER” means a written order signed in the name of the Company by an Officer and delivered to the Trustee.


 


“CORPORATE
TRUST OFFICE” means the office of the Trustee at which, at any particular time, its corporate trust business shall be administered,
which office at the date hereof is located at 225 Asylum Street, 23rd Floor, Hartford, Connecticut 06103.


 


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


 


“DEFAULT”
means any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


“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, New York, New York, another clearing agency, or any successor registered as a clearing
agency under the Securities and Exchange Act of 1934, as amended (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.


 


“GLOBAL
SECURITY” means, with respect to any series of Securities, a Security executed by the Company 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 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.


 






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“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.


 


“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, a Company Order, 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.


 


“OBLIGOR”
on the Securities means the Company and any successor obligor on the Securities.


 


“OFFICER”
means, with respect to the Company, the chairman of the Board of Directors, a chief executive officer, a president, a chief operating
officer, any senior vice president, any vice president or a chief financial officer, the treasurer or any assistant treasurer,
the controller or any assistant controller or the secretary or any assistant secretary.


 


“OFFICERS’
CERTIFICATE” means a certificate signed by any two Officers. Each such certificate shall include the statements provided
for in Section 13.06, if and to the extent required by the provisions thereof.


 


“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 13.06, 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 in Article Three provided, 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.


 






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“PERSON”
means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust,
unincorporated organization, or government or any agency or political subdivision thereof or other similar entity.


 


“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 the chairman of its board of directors, the chief executive officer,
the president, any vice president, the secretary, the treasurer, any trust officer, any corporate trust officer or any other officer
or assistant officer of the Trustee customarily performing functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is referred because of his or her knowledge of and
familiarity with the particular subject and, with respect to any of the foregoing, who shall have direct responsibility for the
administration of the Indenture.


 


“SECURITIES”
means the debt Securities authenticated and delivered under this Indenture.


 


“SECURITYHOLDER”,
“holder of Securities”, “registered holder”, or other similar term, means the Person or Persons in whose
name or names a particular Security shall be registered on the books of the Company 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, (i) any corporation at least a majority of whose outstanding Voting Stock shall at the time
be owned, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its
Subsidiaries, (ii) any general partnership, joint venture or similar entity, at least a majority of whose outstanding partnership
or similar interests shall at the time be owned by such Person, or by one or more of its Subsidiaries, or by such Person and one
or more of its Subsidiaries and (iii) any limited partnership of which such Person or any of its Subsidiaries is a general partner.


 


“TRUSTEE”
means U.S. Bank National Association, 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.


 






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“TRUST
INDENTURE ACT” means the Trust Indenture Act of 1939, as amended.


 


“VOTING
STOCK”, as applied to stock of any Person, means shares, interests, participations or other equivalents in the equity interest
(however designated) in such Person having ordinary voting power for the election of a majority of the directors (or the equivalent)
of such Person, other than shares, interests, participations or other equivalents having such power only by reason of the occurrence
of a contingency.


 


ARTICLE
2



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


 


		SECTION 2.01	DESIGNATION
                                         AND TERMS OF SECURITIES. 



 


(1)              
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 Company Order or pursuant to one or more indentures supplemental hereto. Prior to the initial
issuance of Securities of any series, there shall be established and set forth in a Company Order, or established in one or more
indentures supplemental hereto:


 


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


 


(ii)              
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);


 


(iii)             
the date or dates on which the principal of the Securities of the series is payable, any original issue discount that may
apply to the Securities of that series upon their issuance, the principal amount due at maturity, and the place(s) of payment;


 


(iv)             
the rate or rates at which the Securities of the series shall bear interest or the manner of calculation of such rate or
rates, if any;


 


(v)              
the date or dates from which such interest shall accrue, the Interest Payment Dates on which such interest will be payable
or the manner of determination of such Interest Payment Dates, the place(s) of payment, and the record date for the determination
of holders to whom interest is payable on any such Interest Payment Dates or the manner of determination of such record dates;


 






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(vi)             
 the right, if any, to extend the interest payment periods and the duration of such extension;


 


(vii)            
the period or periods within which, the price or prices at which and the terms and conditions upon which Securities of
the series may be redeemed, in whole or in part, at the option of the Company;


 


(viii)           
the obligation, if any, of the Company to redeem or purchase Securities of the series pursuant to any sinking fund, mandatory
redemption, or analogous provisions (including payments made in cash in satisfaction of future sinking fund obligations) or at
the option of a holder thereof and the period or periods within which, the price or prices at which, and the terms and conditions
upon which, Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(ix)             
the form of the Securities of the series including the form of the Certificate of Authentication for such series;


 


(x)               
if other than denominations of one thousand U.S. dollars ($1,000) or any integral multiple thereof, the denominations in
which the Securities of the series shall be issuable;


 


(xi)              
whether the Securities are issuable as a Global Security and, in such case, the terms and the identity of the Depositary
for such series;


 


(xii)             
whether the Securities will be convertible into or exchangeable for shares of common stock or other securities of the Company
or any other Person and, if so, 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, and the applicable conversion or exchange
period;


 


(xiii)            
if other than the 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;


 


(xiv)            
any additional or different Events of Default or restrictive covenants or financial covenants provided for with respect
to the Securities of the series;


 


(xv)             
if other than dollars, the coin or currency in which the Securities of the series are denominated (including, but not limited
to, foreign currency);


 


(xvi)            
the terms and conditions, if any, upon which the Company shall pay amounts in addition to the stated interest, 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;


 






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


 


(xviii)          
the subordination terms, if any, of the Securities of the series; and


 


(xix)       
      any other terms of the Securities of such series (which terms shall not be inconsistent
with the provisions of the Trust Indenture Act, but may modify, amend, supplement or delete any of the terms of this
Indenture with respect to such series).


 


All
Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided
in or pursuant to any such Company Order or in any indentures supplemental hereto.


 


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 Company Order, 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(x). The Securities of a particular series shall bear interest payable on the dates and
at the rate specified with respect to that series.


 


The
principal of and the interest on the Securities of any series, as well as any premium thereon in case of redemption thereof prior
to maturity, 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 in the Borough of Manhattan, the City and
State of New York. 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 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.


 






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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:


 


(i)               
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 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 mailed, first class postage prepaid, to each Securityholder at his or her address as it appears in
the Security Register (as hereinafter defined), 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 mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names such Securities (or their respective Predecessor Securities) are registered on such
special record date.


 


(ii)              
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 Company Order 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.


 






    8


     


    

 


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, 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 Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with such
Company Order shall authenticate and deliver such Securities.


 


In
authenticating such Securities and accepting the additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be fully protected in relying upon, an Opinion of
Counsel stating that the form and terms thereof have been established 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.



 


(1)              
Securities of any series may be exchanged upon presentation thereof at the office or agency of the Company designated for
such purpose in the Borough of Manhattan, the City and State of New York, 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.


 






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(2)              
The Company shall keep, or cause to be kept, at its office or agency designated for such purpose in the Borough of Manhattan,
the City and State of New York, or such other location designated by the Company, 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 a Company Order (the “Security Registrar”).


 


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.


 


(3)              
Except as provided pursuant to Section 2.01 pursuant to a Company Order, or 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, 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(2) and Section 9.04
not involving any transfer.


 


(4)              
The Company 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 mailing 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 mailing, nor (ii) to register the transfer of or exchange
any Securities of any series or portions thereof called for redemption, other than the unredeemed portion of any such Securities
being redeemed in part. The provisions of this Section 2.05 are, with respect to any Global Security, subject to Section 2.11
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 in the Borough of Manhattan, the City and State of New York, 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.


 






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		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.


 






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		SECTION 2.08	CANCELLATION.



 


All
Securities surrendered for the purpose of payment, redemption, exchange or registration of transfer shall, if surrendered to the
Company or any paying agent, be delivered to 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. On request of the Company at the time of such surrender, the Trustee shall deliver to the Company canceled Securities
held by the Trustee. In the absence of such request 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 (and, with respect to the provisions of Article Fourteen, the holders of any indebtedness
of the Company to which the Securities of any series are subordinated) 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 (and, with respect to the provisions
of Article Fourteen, the holders of any indebtedness of the Company to which the Securities of any series are subordinated).


 


		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 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.


 






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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.



 


(1)              
If the Company shall establish pursuant to Section 2.01 that the Securities of a particular series are to be issued as a
Global Security, then the Company shall execute and the Trustee shall, in accordance with Section 2.04, authenticate and deliver,
a Global Security 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 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.”


 


(2)              
Notwithstanding the provisions of Section 2.05, the Global Security 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.


 


(3)               If
(i) at any time the Depositary for a series of the Securities notifies the Company that it is unwilling or unable to 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, (ii) an Event of Default has occurred and is continuing or (iii) the Company executes and delivers to the
Trustee and the Registrar a Company Order stating that such Global Security shall be so exchangeable, 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 Security 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 Security 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(3) 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.


 






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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.



 


(1)              
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, a notice of such redemption not less than 10 days and not more than 60 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. The Company shall give the Trustee written notice of such
notice of redemption to holders not less than 5 days in advance of the date on which such notice of redemption is to be delivered
to holders (unless a shorter notice shall be satisfactory to the Trustee and agreed in writing). Any notice that is mailed 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.


 


Each such notice of redemption shall 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 in the Borough
of Manhattan, the City and State of New York, 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
and that the redemption is for a sinking fund, if such is the case. If less than all the Securities of a series are to be redeemed,
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.


 






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(2)               If
less than all the Securities of a series are to be redeemed, the Company shall give the Trustee at least 15 days’
written notice (unless a shorter notice shall be satisfactory to the Trustee and agreed in writing) 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
Trustee shall select, by lot or in such other manner as it 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, the Securities to be redeemed and
shall thereafter promptly notify the Company in writing of the numbers of the Securities to be redeemed, in whole or in part.
The Company may, if and whenever it shall so elect, by Company Order, instruct the Trustee or any paying agent to call all or
any part of the Securities of a particular series for redemption and to give notice of redemption in the manner set forth in
this Section, such notice to be in the name of the Company or its own name as the Trustee or such paying agent may deem
advisable. 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 by mail that may be required under the provisions of this Section.


 


		SECTION 3.03	PAYMENT UPON REDEMPTION.



 


(1)              
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 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 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).


 


(2)              
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.


 


		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.


 






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		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 and 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 15 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 a Company Order 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 Company Order, deliver to the Trustee any Securities
to be so delivered. Not less than 20 days before each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in Section 3.02 and 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.


 






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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 in the Borough of Manhattan, the City and
State of New York, 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 Company Order, 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 located in the
Borough of Manhattan, the City of New York as its paying agent with respect to the Securities.


 


		SECTION 4.03	PAYING AGENTS.



 


(1)              
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:


 


(i)            
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 Persons entitled thereto;


 


(ii)           
that it will give the Trustee 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;


 


(iii)          
that it will, at any time during the continuance of any failure referred to in the preceding paragraph (1)(ii) above, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such paying agent; and


 


(iv)         
that it will perform all other duties of paying agent as set forth in this Indenture.


 


(2)               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.


 






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(3)              
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.


 


		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 7.10, a Trustee, so that there shall
at all times be a Trustee hereunder.


 


		SECTION 4.05	COMPLIANCE WITH CONSOLIDATION PROVISIONS.



 


The Company will not, while any of the Securities
remain Outstanding, consolidate with or merge into any other Person, in either case where the Company is not the survivor of such
transaction, or sell or convey all or substantially all of its property to any other Person unless the provisions of Article Ten
hereof are complied with.


 


		SECTION 4.06	COMPLIANCE CERTIFICATE.



 


Except as otherwise provided as contemplated
by Section 2.01 with respect to any series of Securities, the Company shall furnish to the Trustee annually, within 120 days after
the end of each fiscal year, a brief certificate from the principal executive officer, principal financial officer, principal accounting
officer or vice president and treasurer as to his or her knowledge of the Company’s compliance with all conditions and covenants
under this Indenture (which compliance shall be determined without regard to any period of grace or requirement of notice provided
under this Indenture) and of any Default or Event of Default that occurred during the prior fiscal year, specifying each such Default
or Event of Default and the nature and status thereof of which such person may have knowledge. Such certificates need not comply
with Section 13.06 of this Indenture.


 






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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.



 


(1)              
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).


 


(2)              
The Trustee may destroy any list furnished to it as provided in Section 5.01 upon receipt of a new list so furnished.


 


(3)              
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.



 


The Company shall file with the Trustee
and the Securities and Exchange Commission, and transmit to Securityholders, such information, documents and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust
Indenture Act; provided that, unless available on EDGAR, any such information, documents or reports required to be filed with the
SEC pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 30 days after the same is filed
with the Securities and Exchange Commission.


 


Delivery of such reports, information and
documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information contained therein, including the Company’s compliance
with any of its covenants hereunder.


 






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		SECTION 5.04	REPORTS BY THE TRUSTEE.



 


(1)              
So long as any Securities are outstanding, the Trustee shall transmit to Securityholders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided
therein. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each anniversary following
the date of this Indenture deliver to Securityholders a brief report which complies with the provisions of such Section 313(a).


 


(2)              
The Trustee shall, at the time of the transmission to the Securityholders of Securities of any report pursuant to the provisions
of this Section 5.04, file a copy of such report with each stock exchange upon which the Securities are listed, if any, and also
with the Securities and Exchange Commission in respect of a Security listed and registered on a national securities exchange, if
any. The Company agrees to notify the Trustee when, as and if the Securities become listed on any stock exchange or any delisting
thereof.


 


(3)              
The Company will reimburse the Trustee for all expenses incurred in the preparation and transmission of any report pursuant
to the provisions of this Section 5.04 and of Section 5.03.


 


ARTICLE
6



REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT


 


		SECTION 6.01	EVENTS OF DEFAULT.



 


(1)              
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:


 


(i)            
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 30 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;


 


(ii)          
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;


 


(iii)           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;


 






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(iv)          
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


 


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


 


(2)              
In each and every such case (other than an Event of Default specified in clause (iv) or clause (v) 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.


 


(3)               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.


 






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No such rescission and annulment shall extend
to or shall affect any subsequent default or impair any right consequent thereon.


 


(4)              
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.



 


(1)              
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 30 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.


 


(2)              
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 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.


 


(3)               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 any amount due it under Section
7.06.


 






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(4)              
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 all indebtedness
of the Company to which such series of Securities is subordinated to the extent required by Section 7.06 and Article Fourteen;


 


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 to the Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby; (iv) the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity, shall have failed to institute any such action, suit or proceeding and (v) during such 60 day period, the holders
of a majority in principal amount of the Securities of that series do not give the Trustee a direction 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.




 


(1)         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.


 






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(2)        
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. Subject to the provisions of Section 7.01, the Trustee shall have the right to decline
to follow any such direction if the Trustee in good faith shall, by a Responsible Officer or officers of the Trustee, determine
that the proceeding so directed, subject to the Trustee’s duties under the Trust Indenture Act, would involve the Trustee
in personal liability or might be unduly prejudicial to the Securityholders not involved in the proceeding. 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(3)). 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, 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.


 






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ARTICLE
7



CONCERNING THE TRUSTEE


 


 SECTION 7.01           CERTAIN DUTIES AND RESPONSIBILITIES OF TRUSTEE.




 


(1) 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), 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 own affairs.


 


(2) 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, 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 implied covenants or
obligations shall be read into this Indenture against the Trustee;


 


(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 only be under a duty to
examine the same to determine whether or not they conform to the requirement of this Indenture;


 






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(C)             
 the Trustee shall not be liable 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;


 


(D)             
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; and


 


(E)             
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 if
there is reasonable ground for believing that the repayment of such funds or liability is not reasonably assured to it under the
terms of this Indenture or adequate indemnity against such risk is not reasonably assured to it.


 


 SECTION 7.02            CERTAIN RIGHTS OF TRUSTEE.




 


Except as otherwise provided in Section
7.01:


 


(1)        
The Trustee may 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;


 


(2)        
Any request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by a Board Resolution
or an instrument signed in the name of the Company by any authorized officer of the Company (unless other evidence in respect thereof
is specifically prescribed herein);


 


(3)        
The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted hereunder in good faith and in reliance thereon;


 


(4)        
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 reasonable security or indemnity 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), 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 own affairs;


 






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(5)        
 The Trustee shall not be liable for any action taken or omitted to be taken by it in good faith;


 


(6)        
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, consent, order, approval, bond, security, or other papers or documents,
unless requested in writing so to do by the holders of not less than a majority in principal amount of the Outstanding Securities
of the particular series affected thereby (determined as provided in Section 8.04); provided, however, that if the payment within
a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation
is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such costs, expenses or liabilities as a condition to so proceeding. The reasonable
expense of every such examination shall be paid by the Company or, if paid by the Trustee, shall be repaid by the Company upon
demand; and


 


(7)        
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 acts or omissions on the part of any agent or attorney appointed
with due care by it hereunder.


 


(8)        
In no event shall the Trustee be liable for any consequential, punitive, special, or indirect loss or damage of any kind
(including but not limited to lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.


 


In addition, the Trustee shall not be deemed
to have knowledge of any Default or Event of Default except any Default or Event of Default of which the Trustee shall have received
written notification at its Corporate Trust Office in the manner set forth in this Indenture or a Responsible Officer of the Trustee
shall have obtained actual knowledge. 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 constructive notice of
any information contained therein, or determinable from information contained therein including the Company’s compliance
with any of their covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officers’ Certificate).
The Trustee shall have no liability or responsibility for the filing, timeliness, or content of such reports, information, or documents.


 


 SECTION 7.03           TRUSTEE NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OR SECURITIES.




 


(1)        
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.


 


(2)        
The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities.


 






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(3)        
 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 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.




 


(1)        
The Company covenants and agrees to pay to the Trustee, and the Trustee shall be entitled to, such reasonable compensation
(which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) as the Company
and the Trustee may from time to time agree in writing, for all services rendered by it in the execution of the trusts hereby created
and in the exercise and performance of any of the powers and duties hereunder of the Trustee, and, except as otherwise expressly
provided herein, the Company will pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all Persons not regularly in its employ), except any such expense, disbursement
or advance as may arise from its negligence or willful misconduct as determined by a court of competent jurisdiction in a final
and non-appealable decision and except as the Company and Trustee may from time to time agree in writing. The Company also covenants
to indemnify the Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any loss, claim,
liability or expense incurred without negligence or willful misconduct as determined by a court of competent jurisdiction in a
final and non-appealable decision on the part of the Trustee and arising out of or in connection with the acceptance or administration
of its duties under this Indenture, including the reasonable costs and expenses of defending itself against any claim of liability
in connection with the exercise or performance of any of its powers or duties under this Indenture, and the costs and expenses
of enforcing this Indenture against the Company.


 






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(2)         The
obligations of the Company under this Section to compensate and indemnify the Trustee and to pay or reimburse the Trustee for
reasonable expenses, disbursements and advances shall (i) survive resignation or removal of the Trustee and termination of
the Indenture, and (ii) constitute indebtedness of the Company to which the Securities are subordinated. Such additional
indebtedness shall be secured by a lien prior to that of the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the benefit of the holders of particular Securities.


 


 SECTION 7.07           RELIANCE ON OFFICERS’ CERTIFICATE.




 


Except as otherwise provided in Section
7.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem it reasonably necessary or desirable
that a matter be proved or established prior to taking or suffering or omitting to take any action hereunder, such matter (unless
other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence or willful misconduct on
the part of the Trustee, be deemed to be conclusively proved and established by an Officers’ Certificate delivered to the
Trustee and such certificate, in the absence of negligence or willful misconduct on the part of the Trustee, shall be full warrant
to the Trustee for any action taken, suffered or omitted to be taken by it under the provisions of this Indenture upon the faith
thereof.


 


 SECTION 7.08           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 7.09           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 Securities and Exchange 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 7.10.


 






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 SECTION 7.10           RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.




 


(1)        
 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.


 


Upon receiving such notice of resignation,
the Company shall promptly appoint a successor trustee with respect to Securities of such series by written instrument. If no successor
trustee shall have been so appointed and have accepted appointment within 60 days after the mailing 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.


 


(2)        
In case at any time any one of the following shall occur:


 


(A)             
the Trustee shall fail to comply with the provisions of Section 7.08 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


 


(B)             
the Trustee shall cease to be eligible in accordance with the provisions of Section 7.09 and shall fail to resign after
written request therefor by the Company or by any such Securityholder; or


 


(C)             
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.


 


(3)        
 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 in writing and may appoint
a successor Trustee for such series with the consent of the Company.


 


(4)        
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 7.11.


 


(5)        
 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.


 






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 SECTION 7.11           ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.




 


(1)        
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 a written 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 its charges,
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.


 


(2)        
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, 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 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 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 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.


 






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(3)        
 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 (1) or (2) of this
Section, as the case may be.


 


(4)        
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.


 


(5)        
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 by mail, first class postage prepaid, 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 7.12           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 to which its assets may be sold, or any corporation resulting from
any merger, conversion or consolidation or sale of assets to which the Trustee shall be a party, or any corporation succeeding
to the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation
shall be qualified under the provisions of Section 7.08 and eligible under the provisions of Section 7.09, 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 7.13           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 7.14           NOTICE OF DEFAULT.




 


If any Default or any Event of Default
occurs and is continuing and if such Default or Event of Default is actually known to a Responsible Officer of the Trustee,
the Trustee shall mail to each Securityholder in the manner and to the extent provided in Section 313(c) of the Trust
Indenture Act notice of the Default or Event of Default within 90 days after it occurs, unless such Default or 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
board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interest of the Securityholders.


 






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ARTICLE
8



CONCERNING THE SECURITYHOLDERS


 


 SECTION 8.01           EVIDENCE OF ACTION BY SECURITYHOLDERS.




 


Whenever in this Indenture it is provided
that the Securityholders of a specified percentage or a majority in aggregate principal amount of the Securities or of any series
of Securities 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 Securityholders of such specified percentage
or majority have joined therein may be evidenced by any instrument or any number of instruments of similar tenor executed by Securityholders
in person, by an agent or by a proxy appointed in writing, including through an electronic system for tabulating consents operated
by the Depositary for such series or otherwise (such action becoming effective, except as herein otherwise expressly provided,
when such instruments or evidence of electronic consents are delivered to the Trustee and, where it is hereby expressly required,
to the Company).


 


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 a Company Order, 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.


 


 SECTION 8.02           PROOF OF EXECUTION BY SECURITYHOLDERS.




 


Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder (such proof will not require notarization) or his 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:


 


(1)        
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.


 


(2)        
The ownership of Securities shall be proved by the Security Register of such Securities or by a certificate of the Security
Registrar thereof.


 






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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 Company 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 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 the Trustee actually knows 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.


 






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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 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:


 


(1)              
to cure any ambiguity or to correct or supplement any provision contained herein or in any indenture supplemental hereto
which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform
the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms
of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities
at the time of initial sale thereof;


 


(2)              
to comply with Article Ten;


 


(3)              
to provide for uncertificated Securities in addition to or in place of certificated Securities;


 


(4)              
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 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;


 


(5)              
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;


 


(6)              
to make any change herein or in any series of Securities that does not adversely affect the rights of any Securityholder
of such series of Securities in any material respect;


 


(7)              
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;


 






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(8)              
to change or eliminate any of the provisions of this Indenture; provided that any such change or elimination shall become
effective only when there is no Outstanding Security of any series created prior to the execution of such supplemental indenture
that is entitled to the benefit of such provision and as to which such supplemental indenture would apply;


 


(9)              
to secure any series of Securities;


 


(10)            
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to one or more
series of Securities and to add to or change any of the provisions of this Indenture as shall be necessary for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 7.10(5);


 


(11)            
to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities; provided that any such action shall not adversely affect the rights of the
Securityholders of such series of Securities;


 


(12)            
 to prohibit the authentication and delivery of additional series of Securities; or


 


(13)            
to comply with any requirements of the Securities and Exchange Commission or any successor in connection with the qualification
of this Indenture under the Trust Indenture Act.


 


The
Trustee shall 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 affects the Trustee’s own rights, duties 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.


 


		SECTION 9.02	SUPPLEMENTAL
                                         INDENTURES WITH CONSENT OF SECURITYHOLDERS.



 


With
the consent (evidenced as provided in Section 8.01) 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 voting separately,
the Company and the Trustee may from time to time and at any time enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of
any supplemental indenture or of modifying in any manner the rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall, without the consent of the holder of each Outstanding
Security of such series 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, (b) reduce any amounts due on any Securities of any series or payable upon acceleration of the maturity of any Securities
of any series following an Event of Default, (c) adversely affect any right of repayment at the Securityholder’s option
if such option is applicable to the Securities of such series in accordance with the provisions of Section 2.01(1)(viii),
(d) change the place (except as otherwise permitted by the terms of this Indenture) or currency of payment on the Securities of
such series, (e) modify the Securities of such series to contractually subordinate such Securities in right of payment to other
indebtedness of the Company, (f) reduce the aforesaid percentage of Securities, the holders of which are required to consent to
any such supplemental indenture, (g) reduce the percentage of Securityholders whose consent is needed to waive certain Defaults
in accordance with the provisions of Section 6.06 and (h) modify any of the provisions of this Section 9.02 or Section 6.06,
except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived
without the consent of the Securityholder of each outstanding series of Securities affected thereby.


 






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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, obligations, duties 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.


 


		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.


 






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		SECTION 9.05	EXECUTION
                                         OF SUPPLEMENTAL INDENTURES.



 





Upon
the request of the Company, accompanied by a Company Order authorizing the execution of any such supplemental indenture, and upon
the delivery to the Trustee of evidence of the consent of Securityholders required to consent thereto, the Trustee shall join
with the Company in the execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion but shall
not be obligated to enter into such supplemental indenture. The Trustee, subject to the provisions of Section 7.01, is entitled
to receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any supplemental indenture executed
pursuant to this Article is authorized or permitted by, and conforms to, the terms of this Article and with respect to Section
9.01(6), does not adversely affect the rights of any Securityholder of any series in any material respect, and that it is proper
for the Trustee under the provisions of this Article to join in the execution thereof; provided, however, that such Officers’
Certificate and an Opinion of Counsel need not be provided in connection with the execution of a supplemental indenture that establishes
the terms of a series of Securities pursuant to Section 2.01 hereof.


 


Promptly
after the execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, 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 Trustee to mail 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.



 


Except
as provided pursuant to Section 2.01 and established and set forth in a Company Order, or established in one or more indentures
supplemental hereto, 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;
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), sale, conveyance, transfer or other disposition, (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) reasonably 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 surviving Person of such transaction must be organized under the laws of the United States, any state thereof or
the District of Columbia.


 






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		SECTION 10.02	SUCCESSOR
                                         ENTITY SUBSTITUTED.



 


(1)              
In case of any such consolidation, merger, sale, conveyance, transfer or other disposition and upon 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, 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.


 


(2)              
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.


 


(3)              
Nothing contained in this Article shall require any action 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).


 


		SECTION 10.03	EVIDENCE
                                         OF CONSOLIDATION, ETC. TO TRUSTEE.



 


The
Trustee, subject to the provisions of Section 7.01, shall be entitled to receive an Officers’ Certificate or an Opinion
of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or other disposition, and any
such assumption, comply with the provisions of this Article.


 


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 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 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, and if the Company shall also pay or
cause to be paid all other sums payable hereunder with respect to such series by the Company 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 and 7.10, that shall survive until the date of maturity or redemption date, as the case may be, and Sections 7.06 and 11.05,
that shall survive to such date and thereafter, and the Trustee, on demand of the Company and at the cost and expense of the Company
shall execute proper instruments acknowledging satisfaction of and discharging this Indenture with respect to such series. In
addition, as a condition of satisfaction and discharge under this Article, the Company shall deliver to the Trustee an Officer’s
Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions reasonably
acceptable to the Trustee), each stating that all conditions precedent to satisfaction and discharge have been satisfied.


 






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		SECTION 11.02	DEFEASANCE
                                         UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT OBLIGATIONS.



 


At
the Company’s option, either (a) the Company shall be deemed to have been Discharged (as defined below) from its obligations
with respect to Securities of any series on the first day after the applicable conditions set forth below have been satisfied
or (b) the Company shall cease to be under any obligation to comply with any term, provision or condition set forth in Section
4.05 and Section 5.03 with respect to Securities of any series (and, if so specified pursuant to Section 2.01, any other restrictive
covenant added for the benefit of such series pursuant to Section 2.01) at any time after the applicable conditions set forth
below have been satisfied (such action under clauses (a) or (b) of this paragraph in no circumstance may be construed as an Event
of Default under Section 6.01):


 


(1)              
The Company shall have deposited or caused to be deposited irrevocably with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of the Securities of such series (i) money in an
amount, or (ii) Government Obligations that through the payment of interest and principal in respect thereof in accordance with
their terms will provide, not later than one day before the due date of any payment, money in an amount, or (iii) a combination
of (i) and (ii), sufficient to pay and discharge each installment of principal (including any mandatory sinking fund payments)
of and premium, if any, and interest on, the Outstanding Securities of such series on the dates such installments of interest
or principal and premium are due;


 


(2)              
No Default with respect to the Securities of such series shall have occurred and be continuing on the date of such deposit
(other than a Default resulting from the borrowing of funds and the grant of any related liens to be applied to such deposit);
and


 


(3)              
The Company shall have delivered to the Trustee an Opinion of Counsel to the effect that Holders of the Securities of such
series will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the Company’s exercise
of its option under this Section and will be subject to federal income tax on the same amounts and in the same manner and at the
same times as would have been the case if such action had not been exercised and, in the case of the Securities of such series
being Discharged accompanied by a ruling to that effect received from or published by the Internal Revenue Service.


 






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“Discharged”
means that the Company shall be deemed to have paid and discharged the entire Indebtedness represented by, and obligations under,
the Securities of such series and to have satisfied all the obligations under this Indenture relating to the Securities of such
series (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except (A) the
rights of Holders of Securities of such series to receive, from the trust fund described in clause (a) above, payment of the principal
of and premium, if any, and interest on such Securities when such payments are due and (B) Sections 7.06 and 11.05 hereof.


 


		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 on May 31 of each year or upon the Company’s 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.


 






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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 of the Company, either directly or through the Company
or any such predecessor or successor corporation of the Company, 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 of the Company, or any of them, 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 thereof.


 


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.



 


All
notices, approvals, consents, requests and other communications hereunder must be in writing (and any communication sent to the
Trustee hereunder must be in the form of a document that is signed manually or by way of a digital signature provided via DocuSign
(or such other digital signature provider as specified in writing to the Trustee by the Company) or an electronic copy thereof),
in English, and may only be delivered (a) by personal delivery, or (b) by national overnight courier service, or (c) by certified
or registered mail, return receipt requested, or (d) by facsimile transmission, with confirmed receipt or (e) by email by way
of a PDF attachment thereto. Notice will be effective upon receipt except for notice via email, which will be effective only when
the recipient, by return email or notice delivered by other method provided for in this Section, acknowledges having received
that email (with an automatically generated receipt or similar notice not constituting an acknowledgement of an email receipt
for purposes of this Section). Such notices may only be sent to the applicable party or parties at the address specified below:


 






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If
to the Company:


 


Regeneron
Pharmaceuticals, Inc.


777
Old Saw Mill River Road


Tarrytown,
NY 10591


Attn:
Leonard N. Brooks


Vice
President, Treasurer


Fax
No.: 914-847-1555


Email:
leonard.brooks@regeneron.com


 


With
a copy to:


Joseph
J. LaRosa


Executive
Vice President, General Counsel and Secretary


Email:
joseph.larosa@regeneron.com


 


If
to the Trustee:


 


U.S.
Bank National Association


225
Asylum Street, 23rd Floor


Hartford,
CT 06103


Attn:
Corporate Trust Services


Fax
No.: (860) 241-6897


Email:
kathy.mitchell@usbank.com


 


		SECTION 13.05	GOVERNING
                                         LAW; JURISDICTION; WAIVER OF JURY TRIAL.



 


This
Indenture and each Security (including any guarantee thereof) shall be deemed to be a contract made under the internal laws of
the State of New York, and for all purposes shall be construed in accordance with the laws of said State, except to the extent
that the Trust Indenture Act is applicable.


 


The
Company and the Trustee agree that any suit, action or proceeding arising out of or based upon this Indenture or the Securities
may be instituted in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from
any thereof, and irrevocably submit to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Company
and the Trustee irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that
may be brought in connection with this Indenture or the Securities, including such actions, suits or proceedings relating to securities
laws of the United States or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the
ground that any such suit, action or proceeding has been brought in an inconvenient forum. The Company and the Trustee agree that
final judgment in any such suit, action or proceeding brought in such court shall be conclusive and binding upon the Company or
the Trustee, as applicable, and may be enforced in any court to the jurisdiction of which the Company or the Trustee, as applicable,
is subject by a suit upon such judgment.


 






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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 DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS INDENTURE.


 


		SECTION 13.06	CERTIFICATES
                                         AND OPINIONS AS TO CONDITIONS PRECEDENT.



 


(1)              
Upon any application or demand by the Company to the Trustee to take any action under any of the provisions of this Indenture,
the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent provided for in
this Indenture (other than the certificate to be delivered pursuant to Section 4.06) relating to the proposed action have been
complied with and an Opinion of Counsel 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.


 


(2)              
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 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 13.07	PAYMENTS
                                         ON BUSINESS DAYS.



 


Except
as provided pursuant to Section 2.01 pursuant to a Company Order, 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.


 






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SECTION 13.08         
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 Sections 310 to 317, inclusive, of the Trust Indenture
Act, such imposed duties shall control.


 


 SECTION 13.09          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 will 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 will be deemed to be their original signatures for all purposes. The Company
agrees to assume all risks arising out of the use of DocuSign digital
signatures and 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 of interception and misuse by third parties.


 


 SECTION 13.10          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 13.11          USA PATRIOT ACT.




 


The parties hereto acknowledge that in accordance
with Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Act of 2001 (the “USA 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 USA PATRIOT Act.


 


 SECTION 13.12          FORCE MAJEURE.




 


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


 


ARTICLE
14


 


SUBORDINATION OF SECURITIES


 


SECTION 14.01         
SUBORDINATION TERMS.




 


The payment by the Company of the principal
of, premium, if any, and interest on any series of securities issued hereunder may be subordinated in the manner contemplated by
Section 2.01.


 






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IN WITNESS WHEREOF, the parties hereto have
caused this Indenture to be duly executed manually or by way of a Docusign digital signature effective as of the date first above
written.


 


 


	 	REGENERON
    PHARMACEUTICALS, INC.
	 	 
	 	 
	 	By: 	/s/ Robert E. Landry
	 	 	Name:	 Robert E. Landry
	 	 	Title:	 Executive Vice President, Finance and Chief Financial
Officer
	 	 
	 	U.S.
    BANK, NATIONAL ASSOCIATION, AS TRUSTEE
	 	 
	 	 
	 	By: 	/s/ Kathy L. Mitchell
	 	 	Name: 	Kathy L. Mitchell
	 	 	Title:	 Vice President




 


[Signature Page to Base Indenture]


 






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CROSS-REFERENCE TABLE 1


 


	SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED	 	SECTION OF INDENTURE
	310(a)	 	7.09
	310(b)	 	7.08
	7.10	 	 
	310(c)	 	Inapplicable
	311(a)	 	7.13
	311(b)	 	7.13
	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)	 	13.06(a)
	314(d)	 	Inapplicable
	314(e)	 	13.06(b)
	314(f)	 	Inapplicable
	315(a)	 	7.01(a)
	7.01(b)	 	 
	315(b)	 	7.14
	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.



 






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