Indenture



 EXHIBIT 4.3 
  

  
 AVERY DENNISON CORPORATION 
  
 J.P. MORGAN TRUST
COMPANY, NATIONAL ASSOCIATION 
  
 Trustee 
  

  
 Indenture 
  
 Dated as of November 4, 2004 
  








 Certain Sections of this Indenture Relating to Sections 310 Through 318, Inclusive, 
 of the Trust Indenture Act of 1939: 
  

					
	 Trust Indenture        
 Act Section

	 	 	  	Indenture Section


	 Section 310(a)(1)
	 	 	  	609
	 (a)(2)
	 	 	  	609
	 (a)(3)
	 	 	  	Not Applicable
	 (a)(4)
	 	 	  	Not Applicable
	 (b)
	 	 	  	608, 610
	 Section 311(a)
	 	 	  	613
	 (b)
	 	 	  	613
	 Section 312(a)
	 	 	  	701, 702
	 (b)
	 	 	  	702
	 (c)
	 	 	  	702
	 Section 313(a)
	 	 	  	703
	 (b)
	 	 	  	703
	 (c)
	 	 	  	703
	 (d)
	 	 	  	703
	 Section 314(a)
	 	 	  	704
	 (a)(4)
	 	 	  	101, 1005
	 (b)
	 	 	  	Not Applicable
	 (c)(1)
	 	 	  	102
	 (c)(2)
	 	 	  	102
	 (c)(3)
	 	 	  	Not Applicable
	 (d)
	 	 	  	Not Applicable
	 (e)
	 	 	  	102
	 Section 315(a)
	 	 	  	601
	 (b)
	 	 	  	602
	 (c)
	 	 	  	601
	 (d)
	 	 	  	601
	 (e)
	 	 	  	514
	 Section 316(a)
	 	 	  	101
	 (a)(1)(A)
	 	 	  	502, 512
	 (a)(1)(B)
	 	 	  	513
	 (a)(2)
	 	 	  	Not Applicable
	 (b)
	 	 	  	508
	 (c)
	 	 	  	104
	 Section 317(a)(1)
	 	 	  	503
	 (a)(2)
	 	 	  	504
	 (b)
	 	 	  	1003
	 Section 318(a)
	 	 	  	107

  

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

 i 








 TABLE OF CONTENTS 
  

							
	 	  	 	 	 	  	Page


	 ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
				
	 	  	 Section 101.
	 	 Definitions
	  	1
	 	  	 Section 102.
	 	 Compliance Certificates and Opinions
	  	7
	 	  	 Section 103.
	 	 Form of Documents Delivered to Trustee.
	  	8
	 	  	 Section 104.
	 	 Acts of Holders; Record Dates.
	  	9
	 	  	 Section 105.
	 	 Notices, Etc., to Trustee and Corporation
	  	11
	 	  	 Section 106.
	 	 Notice to Holders; Waiver
	  	11
	 	  	 Section 107.
	 	 Conflict with Trust Indenture Act.
	  	11
	 	  	 Section 108.
	 	 Effect of Headings and Table of Contents.
	  	12
	 	  	 Section 109.
	 	 No Adverse Interpretation of Other Agreements.
	  	12
	 	  	 Section 110
	 	 Successors and Assigns.
	  	12
	 	  	 Section 111.
	 	 Separability Clause.
	  	12
	 	  	 Section 112.
	 	 Benefits of Indenture.
	  	12
	 	  	 Section 113.
	 	 Governing Law.
	  	12
	 	  	 Section 114.
	 	 Legal Holidays.
	  	12
	 	  	 Section 115.
	 	 No Security Interest Created
	  	13
		
	 ARTICLE II. SECURITY FORMS
	  	13
				
	 	  	 Section 201.
	 	 Forms Generally
	  	13
	 	  	 Section 202.
	 	 Form of Face of Security
	  	13
	 	  	 Section 203.
	 	 Form of Reverse of Security
	  	15
	 	  	 Section 204.
	 	 Form of Legend for Global Securities
	  	19
	 	  	 Section 205.
	 	 Form of Trustee’s Certificate of Authentication
	  	19
		
	 ARTICLE III. THE SECURITIES
	  	20
				
	 	  	 Section 301.
	 	 Amount Unlimited; Issuable in Series.
	  	20
	 	  	 Section 302.
	 	 Denominations.
	  	23
	 	  	 Section 303.
	 	 Execution, Authentication, Delivery and Dating.
	  	23
	 	  	 Section 304.
	 	 Temporary Securities
	  	25
	 	  	 Section 305.
	 	 Registration, Registration of Transfer and Exchange.
	  	25
	 	  	 Section 306.
	 	 Mutilated, Destroyed, Lost and Stolen Securities
	  	27
	 	  	 Section 307.
	 	 Payment of Interest; Interest Rights Preserved
	  	28
	 	  	 Section 308.
	 	 Persons Deemed Owners.
	  	29
	 	  	 Section 309.
	 	 Cancellation.
	  	29
	 	  	 Section 310.
	 	 Computation of Interest.
	  	30
	 	  	 Section 311.
	 	 CUSIP Numbers.
	  	30
		
	 ARTICLE IV. SATISFACTION AND DISCHARGE
	  	30
				
	 	  	 Section 401.
	 	 Satisfaction and Discharge of Indenture
	  	30
	 	  	 Section 402.
	 	 Application of Trust Money.
	  	31

  

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	 ARTICLE V. REMEDIES
	  	32
				
	 	  	Section 501.	 	 Events of Default.
	  	32
	 	  	Section 502.	 	 Acceleration of Maturity; Rescission and Annulment.
	  	33
	 	  	Section 503.	 	 Collection of Indebtedness and Suits for Enforcement by Trustee.
	  	34
	 	  	Section 504.	 	 Trustee May File Proofs of Claim.
	  	35
	 	  	Section 505.	 	 Trustee May Enforce Claims Without Possession of Securities.
	  	35
	 	  	Section 506.	 	 Application of Money Collected.
	  	36
	 	  	Section 507.	 	 Limitation on Suits.
	  	36
	 	  	Section 508.	 	 Unconditional Right of Holders to Receive Principal, Premium and Interest.
	  	37
	 	  	Section 509.	 	 Restoration of Rights and Remedies.
	  	37
	 	  	Section 510.	 	 Rights and Remedies Cumulative.
	  	37
	 	  	Section 511.	 	 Delay or Omission Not Waiver.
	  	37
	 	  	Section 512.	 	 Control By Holders.
	  	38
	 	  	Section 513.	 	 Waiver of Past Defaults.
	  	38
	 	  	Section 514.	 	 Undertaking for Costs.
	  	39
	 	  	Section 515.	 	 Waiver of Stay or Extension Laws.
	  	39
		
	 ARTICLE VI. THE TRUSTEE
	  	39
				
	 	  	Section 601.	 	 Certain Duties and Responsibilities.
	  	39
	 	  	Section 602.	 	 Notice of Defaults.
	  	40
	 	  	Section 603.	 	 Certain Rights of Trustee.
	  	40
	 	  	Section 604.	 	 Not Responsible for Recitals or Issuance of Securities.
	  	41
	 	  	Section 605.	 	 May Hold Securities.
	  	42
	 	  	Section 606.	 	 Money Held in Trust.
	  	42
	 	  	Section 607.	 	 Compensation and Reimbursement.
	  	42
	 	  	Section 608.	 	 Conflicting Interests.
	  	43
	 	  	Section 609.	 	 Corporate Trustee Required; Eligibility.
	  	43
	 	  	Section 610.	 	 Resignation and Removal; Appointment of Successor.
	  	43
	 	  	Section 611.	 	 Acceptance of Appointment by Successor.
	  	45
	 	  	Section 612.	 	 Merger, Conversion, Consolidation or Succession to Business.
	  	46
	 	  	Section 613.	 	 Preferential Collection of Claims Against Corporation.
	  	46
	 	  	Section 614.	 	 Appointment of Authenticating Agent.
	  	46
	 	  	Section 615.	 	 Trustee’s Application for Instructions from the Corporation.
	  	48
		
	 ARTICLE VII. HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND CORPORATION
	  	48
				
	 	  	Section 701.	 	 Corporation to Furnish Trustee Names and Addresses of Holders.
	  	48
	 	  	Section 702.	 	 Preservation of Information; Communications to Holders.
	  	48
	 	  	Section 703.	 	 Reports by Trustee.
	  	49
	 	  	Section 704.	 	 Reports by Corporation.
	  	49
		
	 ARTICLE VIII. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
	  	50
				
	 	  	Section 801.	 	 Corporation May Consolidate, Etc., Only on Certain Terms.
	  	50
	 	  	Section 802.	 	 Successor Substituted.
	  	50

  

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	 ARTICLE IX. SUPPLEMENTAL INDENTURES
	  	51
				
	 	 	Section 901.	 	 Supplemental Indentures Without Consent of Holders.
	  	51
	 	 	Section 902.	 	 Supplemental Indentures With Consent of Holders.
	  	52
	 	 	Section 903.	 	 Execution of Supplemental Indentures.
	  	53
	 	 	Section 904.	 	 Effect of Supplemental Indentures.
	  	53
	 	 	Section 905.	 	 Conformity with Trust Indenture Act.
	  	53
	 	 	Section 906.	 	 Reference in Securities to Supplemental Indentures.
	  	53
		
	 ARTICLE X. COVENANTS
	  	53
				
	 	 	Section 1001.	 	 Payment of Principal, Premium and Interest.
	  	53
	 	 	Section 1002.	 	 Maintenance of Office or Agency.
	  	54
	 	 	Section 1003.	 	 Money for Securities Payments to Be Held in Trust
	  	54
	 	 	Section 1004.	 	 Corporate Existence.
	  	55
	 	 	Section 1005.	 	 Statement by Officers as to Default.
	  	55
	 	 	Section 1006.	 	 Waiver of Certain Covenants.
	  	56
		
	 ARTICLE XI. REDEMPTION OF SECURITIES
	  	56
				
	 	 	Section 1101.	 	 Applicability of Article.
	  	56
	 	 	Section 1102.	 	 Election to Redeem; Notice to Trustee.
	  	56
	 	 	Section 1103.	 	 Selection by Trustee of Securities to Be Redeemed.
	  	56
	 	 	Section 1104.	 	 Notice of Redemption.
	  	57
	 	 	Section 1105.	 	 Deposit of Redemption Price.
	  	58
	 	 	Section 1106.	 	 Securities Payable on Redemption Date.
	  	58
	 	 	Section 1107.	 	 Securities Redeemed in Part.
	  	59
		
	 ARTICLE XII. SINKING FUNDS
	  	59
				
	 	 	Section 1201.	 	 Applicability of Article.
	  	59
	 	 	Section 1202.	 	 Satisfaction of Sinking Fund Payments with Securities.
	  	60
	 	 	Section 1203.	 	 Redemption of Securities for Sinking Fund.
	  	60
		
	 ARTICLE XIII. DEFEASANCE AND COVENANT DEFEASANCE
	  	60
				
	 	 	Section 1301.	 	 Applicability of Article.
	  	60
	 	 	Section 1302.	 	 Defeasance and Discharge.
	  	60
	 	 	Section 1303.	 	 Covenant Defeasance.
	  	61
	 	 	Section 1304.	 	 Conditions to Defeasance or Covenant Defeasance.
	  	61
	 	 	Section 1305.	 	Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions.	  	62
		
	 ARTICLE XIV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS
	  	63
				
	 	 	Section 1401.	 	 Indenture and Securities Solely Corporate Obligations.
	  	63

  

 iv 








 INDENTURE, dated as of November 4, 2004, between Avery Dennison Corporation, a corporation duly organized
and existing under the laws of the State of Delaware (herein called the “Corporation”) with its principal executive office at 150 North Orange Grove Boulevard, Pasadena, California 91103, and J.P. Morgan Trust Company, National
Association, a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”). 
  
 The Corporation has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to
time of its unsecured senior debentures, notes or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as in this Indenture provided. All things necessary to make this Indenture a
valid agreement of the Corporation, in accordance with its terms, have been done. 
  
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof,
as follows: 
  
 ARTICLE I. 
 DEFINITIONS AND OTHER PROVISIONS 
 OF
GENERAL APPLICATION 
  
 Section 101. Definitions. 
  
 For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires: 
  
 (1)
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular; 
  
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein; 
  
 (3) all accounting
terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with
respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America; 
  
 (4) unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a
Section, as the case may be, of this Indenture; and 
  
 (5) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision. 
  
 “Act,” when used with respect to any Holder, has the
meaning specified in Section 104. 







 “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. 

 
 “Authenticating Agent” means any Person authorized by the
Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series. 
  
 “Board of Directors” means either the board of directors of the Corporation or any duly authorized committee of that board. 

 
 “Board Resolution” means a copy of a resolution certified
by the Secretary or an Assistant Secretary of the Corporation to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee. 
  
 “Business Day,” when used with respect to any Place of
Payment, means a day other than (i) a Saturday or a Sunday, (ii) a day on which banking institutions in that Place of Payment or Los Angeles, California, or San Francisco, California, are authorized or obligated by law or executive order to remain
closed or (iii) a day on which the Corporate Trust Office of the Trustee is closed for business. 
  
 “Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any
time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time. 
  
 “Common Stock” means the class of Common Stock, par value
$1.00 per share, of the Corporation authorized at the date of this Indenture as originally signed, or any other class of stock resulting from successive changes or reclassifications of such Common Stock, and in any such case including any shares
thereof authorized after the date of this Indenture, and any other shares of stock of the Corporation which do not have any priority in the payment of dividends or upon liquidation over any other class of stock. 
  
 “Conversion Agent” means any Person authorized by the
Corporation to receive Securities to be converted into Common Stock on behalf of the Corporation. The Corporation initially authorizes the Trustee to act as Conversion Agent for the Securities on its behalf. The Corporation may at any time or from
time to time authorize one or more Persons to act as Conversion Agent in addition to or in place of the Trustee with respect to any series of Securities issued under this Indenture. 
  
 “Conversion Price” means, with respect to any series of Securities which are convertible into Common Stock,
the price per share of Common Stock at which the Securities of such series are so convertible pursuant to Section 301 with respect to such shares, as the same may be adjusted from time to time as provided in an Officer’s Certificate or in an
indenture supplemental hereto. 
  

 2 








 “Corporation” means the Person named as the “Corporation” in the first
paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Corporation” shall mean such successor Person. 
  
 “Company Request” or “Company Order” means
a written request or order signed in the name of the Corporation by any one of its Chairman of the Board, its President and Chief Executive Officer, its Senior Vice President and Chief Financial Officer, any Vice President, its Vice President and
Treasurer or any Assistant Treasurer, and delivered to the Trustee. 
  
 “Corporate Trust Office” means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 560 Mission Street,
13th Floor, San Francisco, California 94105, Attention: Corporate Trust Administration. 
  
 “corporation” means a corporation, association, company,
joint-stock company or business trust. 
  
 “Covenant
Defeasance” has the meaning specified in Section 1303. 
  
 “Defaulted Interest” has the meaning specified in Section 307. 
  
 “Defeasance” has the meaning specified in Section 1302. 
  
 “Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301. 
  
 “Event of Default” has the meaning specified in Section 501. 
  
 “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as
amended from time to time. 
  
 “Expiration Date”
has the meaning specified in Section 104. 
  
 “Global
Security” means a Security that evidences all or part of the Securities of any series which is issued to a Depositary or a nominee thereof for such series in accordance with Section 301(17). 
  
 “Government Obligation” has the meaning specified in Section
1304. 
  
 “Holder” means a Person in whose name a
Security is registered in the Security Register. 
  
 “Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term
“Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301. 
  

 3 








 “interest,” when used with respect to an Original Issue Discount Security which by its
terms bears interest only after Maturity, means interest payable after Maturity. 
  
 “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security. 
  
 “Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in
each case as amended from time to time. 
  
 “Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption or otherwise. 
  
 “Notice of Default” means a written notice of the kind specified in Section 501(4). 
  
 “Officer’s Certificate” means a certificate signed by any one of the Chairman of the Board, the President and Chief Executive
Officer, the Senior Vice President and Chief Financial Officer, any Vice President, the Vice President and Treasurer, any Assistant Treasurer, the Vice President and Controller, an Assistant Controller, the Secretary or any Assistant Secretary, of
the Corporation, and delivered to the Trustee. One of the officers signing an Officer’s Certificate given pursuant to Section 1005 shall be the principal executive, financial or accounting officer of the Corporation. 
  
 “Opinion of Counsel” means a written opinion of counsel, who
may be counsel for the Corporation, or other counsel. 
  
 “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section
502. 
  
 “Outstanding,” when used with respect to
Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
  
 (1) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
  
 (2) Securities for whose payment or redemption the necessary
amount of money or money’s worth has been theretofore deposited with the Trustee or any Paying Agent (other than the Corporation) in trust or set aside and segregated in trust by the Corporation (if the Corporation shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

  

 4 








 (3) Securities as to which Defeasance has been effected pursuant to Section 1302; and

  
 (4) Securities which have been paid pursuant
to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof
satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Corporation; 
  
 provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal
thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable,
the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security
described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Corporation or any other obligor upon the Securities or any Affiliate of the Corporation or of such other obligor, whether of
record or beneficially, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Corporation or any other obligor upon the Securities or any Affiliate of the Corporation or of such other obligor.

  
 “Paying Agent” means any Person authorized by
the Corporation to pay the principal of or any premium or interest on any Securities on behalf of the Corporation. 
  
 “Periodic Offering” means an offering of Securities of a series from time to time the specific terms of which Securities, including,
without limitation, the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined
by the Corporation upon the issuance of such Securities. 
  
 “Person” means any individual, corporation, partnership, limited liability company or corporation, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof. 

 

 5 








 “Place of Payment,” when used with respect to the Securities of any series, means the
place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301. 
  
 “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 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security. 
  
 “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture. 
  
 “Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is
to be redeemed pursuant to this Indenture. 
  
 “Regular
Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301. 
  
 “Responsible Officer,” when used with respect to the Trustee, means any vice president, any assistant vice
president, any senior trust officer or assistant trust officer, any trust officer, or any other officer associated with the corporate trust department of the Trustee customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture. 
  
 “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture. 
  
 “Securities Act” means the Securities Act of 1933 and any
statute successor thereto, in each case as amended from time to time. 
  
 “Security Register” and “Security Registrar” have the respective meanings specified in Section 305. 
  
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307. 
  
 “Stated Maturity,” when used with respect to any Security or
any installment of principal thereof or interest thereon, means the date specified in such Security as the date on which the principal of such Security or such installment of principal or interest is due and payable, in the case of such principal,
as such date may be advanced or extended as provided pursuant to the terms of such Security and this Indenture. 
  

 6 








 “Subsidiary” of any specified person means any corporation of which at least a majority
of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have
voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by such person, or by one or more other Subsidiaries, or by such person and one or more other Subsidiaries. 
  
 “Trust Indenture Act” means the Trust Indenture Act of 1939
as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” shall mean, to the extent required by
any such amendment, the Trust Indenture Act of 1939 as so amended. 
  
 “Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter
“Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series. 
  
 “Vice
President,” when used with respect to the Corporation or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.” 
  
 Section 102. Compliance Certificates and Opinions. 
  
 Upon any application or request by the Corporation to the Trustee to take
any action under any provision of this Indenture, the Corporation shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an
Officer’s Certificate, if to be given by an officer of the Corporation, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this
Indenture. 
  
 Every certificate or opinion with respect to
compliance with a condition or covenant provided for in this Indenture shall include: 
  
 (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto; 
  
 (2) a brief statement as to
the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 
  
 (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to
express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  

 7 








 (4) a statement as to whether, in the opinion of each such individual, such condition or
covenant has been complied with. 
  
 Section 103. Form of Documents
Delivered to Trustee. 
  
 In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents. 
  
 Any certificate or opinion of an officer of
the Corporation may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such Officer’s Certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Corporation stating that the information with respect to such factual matters is in the possession of the Corporation, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to such matters are erroneous. 
  
 Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and form one instrument. 
  
 Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officer’s Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect as if originally
filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to have been executed and/or delivered as of the date or dates required with
respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or instrument indicates that action has been taken by or at the request of the Corporation
which could not have been taken had the original document or instrument not contained such error or omission, the action so taken shall not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to
the extent that such action was a result of willful misconduct or bad faith. Without limiting the generality of the foregoing, any Securities issued under the authority of such defective document or instrument shall nevertheless be the valid
obligations of the Corporation entitled to the benefits of this Indenture equally and ratably with all other Outstanding Securities, except as aforesaid. 
  

 8 








 Section 104. Acts of Holders; Record Dates. 
  
 Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Corporation. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Corporation, if made in the manner provided in this Section. 
  
 The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than the signer’s individual capacity, such certificate or affidavit shall also constitute sufficient proof of the signer’s
authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient. 
  
 The ownership of Securities shall be proved by the Security Register.

  
 Any request, demand, authorization, direction, notice,
consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the Corporation in reliance thereon, whether or not notation of such action is made upon such Security. 
  
 The Corporation may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any
series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series; provided
that the Corporation may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is
set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take or revoke the relevant action, whether or not such Holders remain Holders after such
record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date.
Nothing in this paragraph shall be construed to prevent the Corporation from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by 
  

 9 








 Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is
taken. Promptly after any record date is set pursuant to this paragraph, the Corporation, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in
writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 
  
 The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the
giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case
with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration,
request or direction or to revoke the same, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of
the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken
by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Corporation’s expense, shall
cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be sent to the Corporation in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106. 

 
 With respect to any record date set pursuant to this Section, the party
hereto which sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice
of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is
not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto,
subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date. 
  
 Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all
or any part of such principal amount. 
  

 10 








 Section 105. Notices, Etc., to Trustee and Corporation 
  
 Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with, 
  
 (1) the Trustee by any Holder or by the Corporation shall be sufficient for every purpose hereunder if made, given, furnished or filed in
writing (which may be made via facsimile) to or with a Responsible Officer of the Trustee at its Corporate Trust Office, or 
  
 (2) the Corporation by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Corporation addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Chief Financial Officer, or at any other
address previously furnished in writing to the Trustee by the Corporation. 
  
 Section 106. Notice to Holders; Waiver. 
  
 Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each
Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 
  
 In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder. 
  
 Section 107. Conflict with Trust Indenture Act. 
  
 If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or to be excluded, as the case may be. 
  

 11 








 Section 108. Effect of Headings and Table of Contents. 
  
 The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof. 
  
 Section 109. No Adverse Interpretation of Other Agreements. 
  
 This Indenture may not be used to interpret another indenture, loan or debt agreement of the Company. Any such indenture, loan or debt agreement may not
be used to interpret this Indeture. 
  
 Section 110 Successors and
Assigns. 
  
 All covenants and agreements in this
Indenture by the Corporation shall bind its successors and assigns, whether so expressed or not. 
  
 Section 111. Separability Clause. 
  
 In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. 
  
 Section 112. Benefits of Indenture.

  
 Unless otherwise specified pursuant to Section 301 with
respect to the Securities of any series, nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder and the Holders, any benefit or any legal or equitable
right, remedy or claim under this Indenture. 
  
 Section 113.
Governing Law. 
  
 This Indenture and the
Securities shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles thereof. 
  
 Section 114. Legal Holidays. 
  
 Unless otherwise specified pursuant to Section 301 with respect to the Securities of any series, in any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply
in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day, unless that Business Day is in a different calendar year, in which case the payment
will be made on the preceding Business Day, in each case, with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity. 
  

 12 








 Section 115. No Security Interest Created. 
  
 Nothing in this Indenture or in the Securities expressed or implied, shall
be construed to constitute a security interest under the Uniform Commercial Code or similar legislation, as now or hereafter enacted and in effect in any jurisdiction where property of the Corporation or its subsidiaries is located. 
  
 ARTICLE II. 
 SECURITY FORMS 
  
 Section 201. Forms Generally. 
  
 The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to one or more Board Resolutions or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of
Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Corporation or an Officer’s Certificate
pursuant to Section 301 and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities. 
  
 The definitive Securities shall be printed, lithographed or engraved on steel engraved borders or may be produced in any
other manner, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities. 
  
 Section 202. Form of Face of Security. 
  
 [Insert any legend required by the Internal Revenue Code and the regulations thereunder or by the Depositary.] 
  
 AVERY DENNISON CORPORATION 
  
 [Designation of Series] 
  
 ___________________ 
  

			
	No.             	 	$             
	 	 	CUSIP No.         

  
 Avery Dennison
Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Corporation,” which term includes any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to                     , or registered assigns, the principal sum of
             Dollars on
                                 [if the Security is to bear interest prior to
Maturity and interest 
  

 13 








 payment periods are not extendable, insert—, and to pay interest thereon from
             or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [insert—semi-annually, quarterly, monthly or other description
of the relevant payment period] on [            ,             ,] and
             in each year, commencing                     , at the rate of
    % per annum, until the principal hereof is paid or made available for payment [if applicable, insert - , provided that any principal and premium, and any such installment of interest, which is overdue shall bear
interest at the rate of     % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the                     
(whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of
this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture]. 
  
 [If the Security is not to bear interest prior to Maturity, insert - The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of     % per annum (to the extent that
the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue
principal or premium which is not paid on demand shall bear interest at the rate of     % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand
until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] 
  
 Payment of the principal of (and premium, if any) and [if applicable, insert - any such] interest on this Security will be made at the office or agency of
the Corporation maintained for that purpose in New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert - ; provided,
however, that at the option of the Corporation payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer at such place and to such
account at a banking institution in the United States as may be designated in writing to the Trustee at least fifteen (15) days prior to the date for payment by the Person entitled thereto]. [In the case of a Global Security registered in the name
of the Depository Trust Company or its nominee, insert — Notwithstanding the foregoing, so long as the Holder of this Security is the Depositary or its nominee, payment of the principal of (and premium, if any) and [if applicable,
insert—any such] interest on this Security will be made by wire transfer of immediately available funds.] 
  

 14 








 Reference is hereby made to the further provisions of this Security set forth on the reverse hereof,
which further provisions shall for all purposes have the same effect as if set forth at this place. 
  
 Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 
  
 IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed. 
  

					
	 Dated as of Date of Authentication:
	 	 AVERY DENNISON CORPORATION

			
	 	 	 By
	 	  


			
	 	 	 By
	 	  



  
 Section 203. Form of Reverse of
Security. 
  
 This Security is one of a duly authorized
issue of securities of the Corporation (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of November 4, 2004 (herein called the “Indenture,” which term
shall have the meaning assigned to it in such instrument), between the Corporation and J.P. Morgan Trust Company, National Assocation, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the
Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the Trustee and the Holders of the Securities and of the terms upon which
the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert - , limited in aggregate principal amount to
$            ]. 
  
 If applicable, insert - The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ prior written notice by mail, [if applicable, insert - (1) on
             in any year commencing with the year              and ending with the year
             through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert - on or
after                     ,             ], as a whole or in part, at the
election of the Corporation, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert - on or before
                    ,     %, and if redeemed] during the 12-month period beginning
             of the years indicated, 
  

 15 









							
	 Year

	 	 Redemption Price

	 	 Year

	  	Redemption Price



  
 and thereafter at a Redemption Price
equal to     % of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date,
but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred
to on the face hereof, all as provided in the Indenture.] 
  
 [If
applicable, insert - The Securities of this series are subject to redemption upon not less than 30 days’ nor more than 60 days’ prior written notice by mail, (1) on
                     in any year commencing with the year              and
ending with the year              through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as
percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert - on or after
                    ], as a whole or in part, at the election of the Corporation, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12- month period beginning             
of the years indicated, 
  

					
	 Year

	 	 Redemption Price
 for
 Redemption Through
 Operation of the
 Sinking Fund

	 	 Redemption Price for
 Redemption Otherwise
 Than
 Through Operation
 of the Sinking Fund



  
 and thereafter at a Redemption Price
equal to     % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.] 
  
 [If applicable, insert -
Notwithstanding the foregoing, the Corporation may not, prior to             , redeem any Securities of this series as contemplated by [if applicable, insert - Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Corporation (calculated in accordance with generally accepted financial
practice) of less than     % per annum.] 
  

 16 








 [If applicable, insert - The sinking fund for this series provides for the redemption on
             in each year beginning with the year              and ending with the year
             of [if applicable, insert—not less than $             (“mandatory sinking fund”)
and not more than] $             aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Corporation otherwise than through [if
applicable, insert - mandatory] sinking fund payments may be credited against subsequent [if applicable, insert - mandatory] sinking fund payments otherwise required to be made [if applicable, insert - , in the inverse order in which they become
due].] 
  
 [If the Security is subject to redemption of any kind,
insert - In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

  
 [If the Security is not subject to redemption, insert –
The Securities are not subject to redemption prior to the Stated Maturity of the principal thereof.] 
  
 [If applicable, insert - The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain
restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.] 
  

[If the Security is not an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of and accrued and unpaid interest on the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.] 
  
 [If the Security is an Original Issue Discount Security, insert—If an
Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such
amount shall be equal to [insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Corporation’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.] 
  
 The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Corporation and the rights of the Holders of the Securities of all series affected under the Indenture at any time by the Corporation and the Trustee with the consent of the
Holders of a majority in principal amount of the Securities of all series at the time Outstanding affected thereby (voting as one class). The Indenture contains provisions permitting the Holders of not less than a majority in principal 

 

 17 








 amount of the Securities of all series at the time Outstanding with respect to which a default under the Indenture shall
have occurred and be continuing (voting as one class), on behalf of the Holders of the Securities of all such series, to waive, with certain exceptions, such past default with respect to all such series and its consequences. The Indenture also
permits the Holders of not less than a majority in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions
of the Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in
exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
  
 As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of
this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have
failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates expressed herein. 
  
 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which
is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 
  
 As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is
registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation in any place where the principal of and any premium and interest on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 
  
 The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any
integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering the same. 
  

 18 








 No service charge shall be made for any such registration of transfer or exchange, but the Corporation
may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. 
  
 Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may
treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary.

  
 All terms used in this Security which are defined in the
Indenture and not defined herein shall have the meanings assigned to them in the Indenture. 
  
 The Indenture and the Securities issued thereby shall be governed by and construed in accordance with the laws of the State of New York. 
  
 Section 204. Form of Legend for Global Securities/. 
  
 Unless otherwise specified as contemplated by Section 301 for the Securities
evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form: 
  
 THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN
THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 
  
 Section
205. Form of Trustee’s Certificate of Authentication. 
  
 The Trustee’s certificate of authentication shall be in substantially the following form: 
  
 This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. 
  

			
	 J.P. Morgan Trust Company,

	 National Association

	 As Trustee

		
	 By:
	 	  


	 	 	 Authorized Signatory



  
 Dated:                      
  

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 ARTICLE III. 
 THE SECURITIES 
  
 Section 301.
Amount Unlimited; Issuable in Series. 
  
 The aggregate
principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited. 
  
 The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set
forth, or determined in the manner provided, in an Officer’s Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series, 
  
 (1) the title of the Securities of the series (which shall
distinguish the Securities of the series from Securities of any other series); 
  
 (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1106 and except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder); 
  
 (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or
one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest; 
  
 (4) the date or dates on which the principal of any Securities of the series is payable or the method by which such date shall be
determined and the right, if any, to shorten or extend the date on which the principal of any Securities of the series is payable and the conditions to any such change; 
  
 (5) the rate or rates at which any Securities of the series shall bear interest, if any, or the method by
which such rate or rates shall be determined; the date or dates from which any such interest shall accrue; the Interest Payment Dates on which any such interest shall be payable; the manner (if any) of determination of such Interest Payment Dates;
and the Regular Record Date, if any, for any such interest payable on any Interest Payment Date; 
  
 (6) the right, if any, to extend the interest payment periods and the terms of such extension or extensions; 
  

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 (7) the place or places where the principal of and any premium and interest on any
Securities of the series shall be payable and whether, if acceptable to the Trustee, any principal of such Securities shall be payable without presentation or surrender thereof; 
  
 (8) the period or periods within which, or the date or dates on which, the price or prices at which and the
terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Corporation and, if other than by a Board Resolution, the manner in which any election by the Corporation to redeem the
Securities shall be evidenced; 
  
 (9) the
obligation, if any, of the Corporation to redeem or purchase any Securities of the series pursuant to any sinking fund, purchase fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or
prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; 
  
 (10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any
Securities of the series shall be issuable; 
  
 (11) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; 
  
 (12) if other than the currency of the United States of
America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of
America for any purpose, including for purposes of the definition of “Outstanding” in Section 101; 
  
 (13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Corporation
or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such
Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

  
 (14) if other than the entire principal
amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502; 
  
 (15) if the principal amount payable at the Stated Maturity
of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or
hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated 
  

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 Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal amount shall be determined); 
  
 (16) if either or both of Sections 1302 and 1303 do not apply to any Securities of the series; 
  
 (17) if applicable, that any Securities of the series shall
be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositary or Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security
in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part
for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof; 
  
 (18) if applicable, whether the Securities of such series
will be convertible into shares of Common Stock or other securities or property of the Corporation, and, if so, naming the Conversion Agent and setting forth the terms and conditions, which may be in addition to or in lieu of the provisions
contained in this Indenture, upon which such Securities will be so convertible, including the Conversion Price (which may be adjusted from time to time as provided in the Officer’s Certificate or indenture supplemental hereto) and the
conversion period; 
  
 (19) any addition,
modification or deletion of any Events of Default or covenants provided with respect to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due
and payable pursuant to Section 502; 
  
 (20) any
addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; and 
  
 (21) any other terms of the 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 the
Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in any such indenture supplemental hereto. 
  
 If any of the terms of the series are established by action taken pursuant to
a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Corporation and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting
forth the terms or the manner of determining the terms of the series. 
  

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 With respect to Securities of a series offered in a Periodic Offering, the Board Resolution (or action
taken pursuant thereto), Officer’s Certificate or supplemental indenture referred to above may provide general terms or parameters for Securities of such series and provide either that the specific terms of particular Securities of such series
shall be specified in a Company Order or that such terms shall be determined by the Corporation in accordance with other procedures specified in a Company Order as contemplated by the third paragraph of Section 303. 
  
 Notwithstanding Section 301(2) herein and unless otherwise expressly provided
with respect to a series of Securities, the aggregate principal amount of a series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such
series as increased. 
  
 Section 302. Denominations. 
  
 The Securities of each series shall be issuable only in fully registered
form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable
in denominations of $1,000 and any integral multiple thereof. 
  
 Section
303. Execution, Authentication, Delivery and Dating. 
  
 The Securities shall be executed on behalf of the Corporation by its Chairman of the Board, its President and Chief Executive Officer, or a Vice President and the Secretary, an Assistant Secretary, the Senior Vice President and Chief
Financial Officer or an Assistant Treasurer. The signature of any of these officers on the Securities may be manual or facsimile. 
  
 Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Corporation shall bind the
Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. 
  
 At any time and from time to time after the execution and delivery of this
Indenture, the Corporation may deliver Securities of any series executed by the Corporation to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with
the Company Order shall authenticate and deliver such Securities, provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate and deliver such Securities from time to time in
accordance with such other procedures (including, without limitation, the receipt by the Trustee of oral or electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may
be specified by or pursuant to a Company Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series have been established by or pursuant to one or
more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, 
  

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 the Trustee shall be provided with, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of
Counsel stating, 
  
 (1) if the form of such
Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture; 
  
 (2) if the terms of such Securities have been, or in the case of Securities of a series offered in a
Periodic Offering, will be, established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the
provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and 
  
 (3) that such Securities, when issued and executed by the Corporation and when authenticated and delivered
by the Trustee in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Corporation enforceable in accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. 
  
 If such form or terms have been so established, 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 which is not reasonably acceptable to the Trustee. 
  
 Notwithstanding the provisions of Section 301 and of the preceding paragraph,
if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required
pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

  
 With respect to Securities of a series offered in a Periodic
Offering, the Trustee may rely, as to the authorization by the Corporation of any of such Securities, the form and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other
documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such series. 
  

Each Security shall be dated the date of its authentication. 
  

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder. 
  

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 Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but
never issued and sold by the Corporation, and the Corporation shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits of this Indenture. 
  
 Section 304. Temporary Securities. 
  
 Pending the preparation of definitive Securities of any series, the Corporation may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such Securities. 
  
 If temporary Securities of any series are issued, the Corporation will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Corporation in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive
Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture
as definitive Securities of such series and tenor. 
  
 Section 305.
Registration, Registration of Transfer and Exchange. 
  
 The Corporation shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Corporation in a Place of Payment being herein sometimes referred
to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed
“Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 
  
 Upon surrender for registration of transfer of any Security of a series at the office or agency of the Corporation in a Place of Payment for that series,
the Corporation shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate
principal amount. 
  
 At the option of the Holder, Securities of
any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate 
  

 25 








 principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive. 
  
 All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the
Corporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. 
  
 Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the
Corporation or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

  
 No service charge shall be assessed against the Holder for any
registration of transfer or exchange of Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1106 not involving any transfer. 
  
 If the Securities of any series (or of any series and specified tenor) are to be redeemed, the Corporation shall not be required (A) to issue, register
the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such
Securities selected for redemption and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any
Security being redeemed in part. 
  
 The provisions of Clauses
(1), (2), (3) and (4) below shall apply only to Global Securities: 
  
 (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee
thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture. 
  
 (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities
registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Corporation that it
is unwilling or unable to continue as Depositary for such Global Security and a successor Depositary has not been appointed by the Corporation within 90 days of receipt by the Corporation of such notification, (B) if at any time the Depositary
ceases to be a clearing agency registered under the 
  

 26 








 Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and
no successor Depositary shall have been appointed by the Corporation within 90 days after it became aware of such cessation, or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for
this purpose as contemplated by Section 301. Notwithstanding the foregoing, the Corporation may at any time in its sole discretion determine that Securities issued in the form of a Global Security shall no longer be represented in whole or in part
by such Global Security, and the Trustee, upon receipt of a Company Order therefor, shall authenticate and deliver definitive Securities in exchange in whole or in part for such Global Security. 
  
 (3) Subject to Clause (2) above, any exchange or transfer of
a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for or upon transfer of a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global
Security shall direct. 
  
 (4) Every Security
authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1106 or otherwise, shall be authenticated and
delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof. 
  
 Section 306. Mutilated, Destroyed, Lost and Stolen Securities. 
  
 If any mutilated Security is surrendered to the Trustee, the Corporation
shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
  
 If there shall be delivered to the Corporation and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Corporation
or the Trustee that such Security has been acquired by a bona fide purchaser, the Corporation shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and
of like tenor and principal amount and bearing a number not contemporaneously outstanding. 
  
 In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security. 

 
 Upon the issuance of any new Security under this Section, the Corporation
may require the payment of a sum sufficient to cover any tax, fee, assessment or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and its agents and counsel)
connected therewith. 
  

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 Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen
Security shall constitute an original additional contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Securities of that series duly issued hereunder. 
  
 The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities. 
  
 Section 307.
Payment of Interest; Interest Rights Preserved. 
  
 Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest. 
  

Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, any interest on any Security of any series which
is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Corporation, at its election in each case, as provided in Clause (1) or (2) below: 
  
 (1) The Corporation may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (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 Corporation shall notify the Trustee in writing
of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Corporation 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 be not more than 15 days and not 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 Corporation of such Special Record Date and, in the name and at the expense of the Corporation,
shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, 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 so mailed, such Defaulted Interest shall be paid to the Persons in whose names the 
  

 28 








 Securities of such series (or their respective Predecessor Securities) are registered at the close of
business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2). 
  
 (2) The Corporation may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent
with the requirements of any securities exchange, if any, on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Corporation to the Trustee of the proposed payment pursuant to
this Clause, such manner of payment shall be deemed practicable by the Trustee. 
  
 Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security. 
  
 Section 308. Persons Deemed Owners. 
  
 Prior to due presentment of a Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Corporation, the Trustee
nor any agent of the Corporation or the Trustee shall be affected by notice to the contrary. 
  
 None of the Company, the Trustee, any Paying Agent or the Security Registrar will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership
interest of a Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. 
  
 Notwithstanding the foregoing, with respect to any Global Security, nothing herein shall prevent the Company, the Trustee, or any Agent of the Company or
the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any depositary, as a Holder, with respect to such Global Security or impair, as between such depositary and owners of beneficial interests in
such Global Security, the operation of customary practices governing the exercise of the rights of such depositary as Holder of such Global Security. 
  
 Section 309. Cancellation. 
  
 All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Corporation may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Corporation may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Corporation
has not issued and sold, 
  

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 and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of as directed by a Company Order; provided,
however, that the Trustee shall not be required to destroy such canceled Securities. 
  
 Section 310. Computation of Interest. 
  
 Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

  
 Section 311. CUSIP Numbers. 
  
 The Corporation in issuing the Securities may use CUSIP numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as
printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of
such numbers. The Corporation shall promptly notify the Trustee of any change in the CUSIP numbers with respect to the Securities. 
  
 ARTICLE IV. 
 SATISFACTION AND
DISCHARGE 
  
 Section 401. Satisfaction and Discharge of Indenture.

  
 This Indenture shall upon Company Request cease to be
of further effect with respect to any series of Securities specified in such Company Request (except as to those surviving rights and obligations specified below), and the Trustee, at the expense of the Corporation, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture as to such series, when 
  
 (1) either 
  
 (A) all Securities
of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities of such series for whose
payment money has theretofore been deposited in trust or segregated and held in trust by the Corporation and thereafter repaid to the Corporation or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for
cancellation; or 
  
 (B) all such Securities of such series not
theretofore delivered to the Trustee for cancellation 
  

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 (i) have become due and payable, or 
  
 (ii) will become due and payable at their Stated Maturity
within one year, or 
  
 (iii) are to be called
for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Corporation, 
  
 and the Corporation, in the case of (B) above, has deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose (i) money in an amount, (ii) Government Obligations (as defined in Section 1304) which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the
due date of any payment, money in an amount, or (iii) a combination thereof, sufficient, in the case of (ii) or (iii), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof
delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and
interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be; 
  
 (2) the Corporation has paid or caused to be paid all other sums payable hereunder by the Corporation; and

  
 (3) the Corporation has delivered to the
Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with. 
  
 Notwithstanding the satisfaction and discharge of this Indenture with respect
to any series of Securities, the obligations of the Corporation to the Trustee under Section 607, the obligations of the Corporation to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to
subclause (B) of Clause (1) of this Section, the obligations of the Trustee and the Corporation with respect to the Securities of such series under Sections 304, 305, 306, 402, 1003 and 1305 shall survive such satisfaction and discharge. 

 
 Section 402. Application of Trust Money. 
  
 Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the
Corporation acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee. 
  

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 ARTICLE V. 
 REMEDIES 
  
 Section 501. Events of
Default. 
  
 “Event of Default,”
wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to
any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless it is specifically deleted or modified in the Board Resolution (or action taken pursuant thereto), Officer’s
Certificate or supplemental indenture under which such series of Securities is issued or has been deleted or modified in an indenture supplemental hereto: 
  
 (1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; provided, however, that if the Corporation is permitted by the terms of the Securities of such series to defer the payment in question, the date on which such payment is due and payable shall be the
date on which the Corporation is required to make payment following such deferral, if such deferral has been elected pursuant to the terms of the Securities; or 
  
 (2) default in the payment of the principal of or any premium on any Security of that series at its
Maturity; or 
  
 (3) default in the making of any
sinking fund payment, when and as due by the terms of a Security of that series, and continuance of such default for a period of 30 days; or 
  
 (4) default in the performance, or breach, of any covenant of the Corporation in this Indenture (other than a covenant a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series) or the Securities of that series, and
continuance of such default or breach for a period of 90 days after there has been given, by registered or certified mail, to the Corporation by the Trustee or to the Corporation and the Trustee by the Holders of at least a majority in principal
amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, unless the Trustee, or the
Trustee and the Holders of a principal amount of Securities of such series not less than the principal amount of Securities the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior to its
expiration; provided, however, that the Trustee, or the Trustee and the Holders of such principal amount of Securities of such series, as the case may be, shall be deemed to have agreed to an extension of such period if corrective
action is initiated by the Corporation within such period and is being diligently pursued; or 
  

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 (5) the entry by a court having jurisdiction in the premises of (A) a decree or order for
relief in respect of the Corporation in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Corporation a bankrupt or insolvent,
or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Corporation under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Corporation or of any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other
decree or order unstayed and in effect for a period of 90 consecutive days; or 
  
 (6) the commencement by the Corporation of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Corporation in an involuntary case or proceeding
under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Corporation or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or
the authorization of any such action by the Board of Directors; or 
  
 (7) any other Event of Default provided with respect to Securities of that series. 
  
 Section 502. Acceleration of Maturity; Rescission and Annulment. 
  

If an Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified by the terms thereof) and accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if
given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest, if any, thereon shall become immediately due and payable. 
  
 At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a
judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in 
  

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 principal amount of the Outstanding Securities of such series, by written notice to the Corporation and the Trustee, may
rescind and annul such declaration and its consequences if: 
  
 (1) the Corporation has paid or deposited with the Trustee a sum sufficient to pay: 
  
 (A) all overdue interest on all Securities of that series, which has become due otherwise than by such declaration of acceleration,

  
 (B) the principal of (and premium, if any,
on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities, 
  
 (C) to the extent that payment of such interest is lawful,
interest upon overdue interest at the rate or rates prescribed therefor in such Securities, other than interest which has become due by declaration of acceleration, and 
  
 (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel; 
  
 and 
  
 (2) all Events of Default with
respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513. 
  
 No such rescission shall affect any subsequent default or
impair any right consequent thereon. 
  
 Section 503. Collection of
Indebtedness and Suits for Enforcement by Trustee. 
  
 The Corporation covenants that if: 
  
 (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or 
  
 (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity
thereof, 
  
 the Corporation will, upon demand of the Trustee, pay to it, for the
benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. 
  

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 If the Corporation fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and
as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Corporation or any other
obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Corporation or any other obligor upon such Securities, wherever situated. 
  
 If an Event of Default with respect to Securities of any series occurs and is
continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. 
  
 Section 504. Trustee May File Proofs of Claim. 
  
 In case of any judicial proceeding relative to the Corporation (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims
of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607. 
  
 No provision of this Indenture shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a
creditors’ or other similar committee. 
  
 Section 505. Trustee May
Enforce Claims Without Possession of Securities. 
  
 All
rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee 
  

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 shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for
the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
  
 Section 506. Application of Money Collected. 
  
 Any money collected by the Trustee pursuant to this Article shall be applied
in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid: 
  
 First: To the payment of all amounts due the Trustee under Section 607; 
  
 Second: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of
which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively; and

  
 Third: To the payment of the balance, if any,
to the Corporation or any other Person or Persons legally entitled thereto. 
  
 Section 507. Limitation on Suits. 
  
 No
Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: 
  
 (1) such Holder has previously given written notice to the
Trustee of a continuing Event of Default with respect to the Securities of that series; 
  
 (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of all affected series, considered as one class,
or, in the case of an Event of Default of the character specified above in Section 501(1), (2) or (3), that series, shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder; 
  
 (3) such Holder or Holders
have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; 
  
 (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and 
  
 (5) no direction inconsistent with such
written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of all affected series, considered as one class, or, in the case of an Event of Default of the
character specified above in Section 501(1), (2) or (3), that series, 
  

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 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by
virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders. 
  
 Section 508. Unconditional Right of Holders to Receive Principal, Premium and Interest. 
  
 Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 
  
 Section 509. Restoration of Rights and Remedies. 
  
 If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Corporation, the Trustee and the Holders shall be restored severally
and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. 
  
 Section 510. Rights and Remedies Cumulative. 
  
 Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities
in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law,
be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
  
 Section 511. Delay or Omission Not Waiver. 
  
 No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. 
  

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 Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
  
 Section 512. Control By Holders. 
  
 The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided that: 
  
 (1) such direction shall not be in conflict with any rule of
law or with this Indenture, 
  
 (2) the Trustee
may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and 
  
 (3) such direction is not unduly prejudicial to the rights of other Holders of Securities of that series not joining in that action.

  
 If an Event of Default is continuing with respect to all
Outstanding Securities, the Holders of a majority in principal amount of all the Outstanding Securities, considered as one class, shall have the right to make such direction, and not the Holders of Securities of any one series. 
  
 Section 513. Waiver of Past Defaults. 
  
 The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series with respect to which any default under the Indenture shall have occurred and be continuing may, on behalf of the Holders of all Securities of such series, waive such past default under the Indenture and its
consequences, except a default: 
  
 (1) in the
payment of the principal of or any premium or interest on any Security of such series, or 
  
 (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder
of each Outstanding Security of such series affected. 
  
 Upon any
such waiver, such default shall cease to exist and be deemed not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall
extend to any subsequent or other default or impair any right consequent thereon. 
  

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 Section 514. Undertaking for Costs. 
  
 In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs, including legal fees and expenses of such suit, and may assess costs against any such party litigant, in
the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in (i) any
suit instituted by the Trustee, (ii) any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any series, or (iii) any suit instituted by any Holder for the
enforcement of the payment of the principal of (or premium, if any) or interest on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date). 
  
 Section 515. Waiver of Stay or Extension Laws. 
  
 The Corporation covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Corporation (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. 
  
 ARTICLE VI. 
 THE TRUSTEE 
  
 Section 601. Certain Duties and Responsibilities. 
  
 Prior to the occurrence of an Event of Default of which the Trustee is
deemed to have knowledge, and after the curing of all Events of Default which may have occurred, the duties and responsibilities of the Trustee shall be as provided in this Indenture and no duties shall be inferred or implied against the Trustee.
During the existence of any Event of Default of which the Trustee is deemed to have knowledge and which has not been cured, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct the prudent person’s own affairs. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers. Whether or not therein expressly so provided, every provision of this Indenture
relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and apply to the Trustee in its capacity as Authenticating Agent, Security Registrar, Paying Agent or
other capacity related to this Indenture, as the case may be. The immunities and exceptions from liability of the Trustee shall extend to its officers, directors, employees and agents. 
  

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 Section 602. Notice of Defaults. 
  
 If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of
such series notice of such default as and to the extent provided by the Trust Indenture Act. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to Securities of such series. 
  
 Section 603.
Certain Rights of Trustee. 
  
 Subject to the provisions
of Section 601: 
  
 (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, direction, consent, order, bond, debenture, note or other paper or document (whether in original or
facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; 
  
 (2) any request or direction of the Corporation mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or
as otherwise expressly provided herein, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution; 
  
 (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, request and rely upon an Officer’s Certificate; 
  
 (4) the Trustee may consult with counsel of its selection
and the advice of such counsel or any Opinion of Counsel with respect to legal matters shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

  
 (5) the Trustee shall be under no obligation
to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; 
  
 (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, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at reasonable times previously notified to the Corporation, to examine the relevant books, records and
premises of the Corporation, personally or by agent or attorney; 
  

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 (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 misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; 
  
 (8) the Trustee shall not be liable for any action taken,
suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture; 
  
 (9) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this
Indenture; 
  
 (10) The Trustee shall not be
liable in connection with the performance of its duties hereunder except for its own negligence or willful misconduct; 
  
 (11) No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power,
right or remedy; 
  
 (12) 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 Outstanding Securities of any series relating to the time,
method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Indenture; 
  
 (13) The Trustee may treat the Holders of the Securities appearing in the Security Register as the absolute
owners of the Securities for all purposes and the Trustee shall not be affected by any notice to the contrary; and 
  
 (14) In accepting the trust hereby created, the Trustee acts solely as Trustee for the Holders and not in its individual capacity and all
persons, including without limitation the Holders and the Corporation, having any claim against the Trustee arising from this Indenture shall look only to the funds and accounts held by the Trustee hereunder for payment except as otherwise provided
herein. Under no circumstances shall the Trustee be liable in its individual capacity for the obligations evidenced by the Securities. The Trustee shall not be responsible for any error of judgment made in good faith by an officer or employee of the
Trustee unless the Trustee was negligent in ascertaining the pertinent facts. 
  
 Section 604. Not Responsible for Recitals or Issuance of Securities. 
  
 The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor any Authenticating Agent
assumes any responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. 
  

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 Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Corporation of
Securities or the proceeds thereof. The Trustee assumes no responsibility with respect to any information, statement, or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the Securities, other
than with respect to the information contained in any Statement of Eligibility on Form T-1 prepared by the Trustee and included as an exhibit to any registration statement filed by the Corporation with the Commission in connection with the
Securities. 
  
 Section 605. May Hold Securities. 
  
 The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Corporation, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Corporation with the same rights it would have
if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent. 
  
 Section 606. Money Held in Trust. 
  
 Money held by the Trustee in trust hereunder 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 money received by it hereunder
except as otherwise agreed in writing with the Corporation. 
  
 Section 607.
Compensation and Reimbursement. 
  
 The Corporation
agrees: 
  
 (1) to pay to the Trustee from time
to time such compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee
of an express trust); 
  
 (2) except as otherwise
expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and 
  
 (3) to indemnify the Trustee (and Trustee’s officers,
directors employees or agents) for, and to hold it harmless against, any and all loss, liability, damage, claim or expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad
faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder. 
  

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 The Trustee shall have a lien prior to the Securities upon all property and funds held by it hereunder
for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of particular Securities. 
  
 Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders
services in connection with an Event of Default specified in Section 501(5) or Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or other similar law. 
  
 The provisions of this Section shall survive the termination of this Indenture. 
  
 Section 608. Conflicting Interests. 
  

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by
virtue of being a trustee under this Indenture with respect to Securities of more than one series. 
  
 Section 609. Corporate Trustee Required; Eligibility. 
  
 There shall at all times be a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or
more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has (or together with its corporate parent, has) a combined capital and surplus of at least $50,000,000. If any such Person
publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital
and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article. 
  
 Section 610. Resignation and Removal; Appointment of Successor. 
  
 No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable requirements of Section 611. 
  
 The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Corporation. If the
instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the
Corporation, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  

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 The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders
of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Corporation. Upon such removal, the Corporation may petition, at its expense, any court of competent jurisdiction for the appointment
of a successor Trustee with respect to the Securities of such series. 
  
 If at any time: 
  
 (1) the Trustee
shall fail to comply with Section 608 after written request therefor by the Corporation or by any Holder who has been a bona fide Holder of a Security for at least six months, or 
  
 (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request
therefor by the Corporation or by any such Holder, or 
  
 (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed 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, (A) the Corporation by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees. 
  
 If the Trustee shall resign, be removed or become incapable of acting, or if
a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Corporation, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any
particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Corporation and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Corporation.
If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Corporation or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

  

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 The Corporation shall give notice of each resignation and each removal of the Trustee with respect to the
Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor
Trustee with respect to the Securities of such series and the address of its Corporate Trust Office. 
  
 Section 611. Acceptance of Appointment by Successor. 
  
 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 Corporation and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Corporation 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. 
  
 In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the Corporation, 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 (1) 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, (2) if the retiring Trustee is not retiring with respect to all Securities, 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 (3) 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 and 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 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 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 Corporation or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all 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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 Upon request of any such successor Trustee, the Corporation 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 the first or second preceding paragraph, as the case may be. 
  
 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. 
  
 Section 612. Merger,
Conversion, Consolidation or Succession to Business. 
  
 Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation
succeeding by sale or otherwise to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. 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 613. Preferential Collection of Claims Against Corporation. 

 
 If and when the Trustee shall be or become a creditor of the Corporation
(or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Corporation (or any such other obligor). 
  
 Section 614. Appointment of Authenticating Agent. 
  
 The Trustee may appoint an Authenticating Agent or Agents acceptable to the
Corporation with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant
to Section 306, 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. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Corporation and shall at all times be a corporation organized and doing business under the laws of the United States
of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or together with its corporate parent, has) a combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this
Section, the combined capital 
  

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 and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section. 
  
 Any corporation into which an
Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding by
sale or otherwise to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided that such corporation shall be otherwise eligible under this
Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent. 
  
 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Corporation. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Corporation. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Corporation and shall give notice of such appointment in the manner
provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section. 
  
 The Corporation agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section. 
  
 If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of
authentication in the following form: 
  
 This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture. 
  
  

			
	 J.P. Morgan Trust Company,

	 National Association

	
	 As Trustee

		
	 By:
	 	  


	 	 	 As Authenticating Agent

		
	 By:
	 	  


	 	 	 Authorized Signatory



  

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 Section 615. Trustee’s Application for Instructions from the Corporation. 
  
 Any application by the Trustee for written instructions from the Corporation
may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee
shall not be liable to the Corporation for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than five
Business Days after the date any officer of the Corporation actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of
an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted. 
  
 ARTICLE VII. 
 HOLDERS’ LISTS AND
REPORTS BY TRUSTEE AND CORPORATION 
  
 Section 701. Corporation to
Furnish Trustee Names and Addresses of Holders. 
  
 The
Corporation will furnish or cause to be furnished to the Trustee: 
  
 (1) 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, and

  
 (2) at such other times as the Trustee may
request in writing, within 30 days after the receipt by the Corporation 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; 
  
 excluding from any such list names and addresses received by the Trustee in its capacity as
Security Registrar. 
  
 Section 702. Preservation of Information;
Communications to Holders. 
  
 The Trustee shall
preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in
its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished. 
  

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 The rights of Holders to communicate with other Holders with respect to their rights under this Indenture
or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act. 
  
 Every Holder of Securities, by receiving and holding the same, agrees with the Corporation and the Trustee that neither the Corporation nor the Trustee
nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act. 
  
 Section 703. Reports by Trustee. 
  
 The Trustee shall transmit to Holders 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 pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of this Indenture, deliver to Holders a brief
report, dated as of such May 15, which complies with the provisions of such Section 313(a). 
  
 A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee, with each stock exchange upon which any Securities are listed, with the Commission and with the Corporation. The
Corporation will promptly notify the Trustee when any Securities are listed on any stock exchange or any delisting thereof. 
  
 Section 704. Reports by Corporation. 
  
 The Corporation shall file with the Trustee and the Commission, and transmit to Holders, 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 pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the 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 Corporation’s compliance with any of its covenants
hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). 
  

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 ARTICLE VIII. 
 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER 
  
 Section 801. Corporation May Consolidate, Etc., Only on Certain Terms. 
  
 The Corporation shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or
merge into the Corporation, unless: 
  
 (1) in
case the Corporation shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Corporation is
merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Corporation substantially as an entirety shall be a corporation, partnership, limited liability company or trust organized and existing
under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of this Indenture on the part of the Corporation to be performed or observed; 
  
 (2) immediately after giving effect to such transaction, no
Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; 
  
 (3) such other conditions as may be specified pursuant to Section 301 with respect to the Securities of any series shall have been
satisfied; and 
  
 (4) the Corporation shall
deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance or transfer and, if a supplemental indenture is required in connection with such transaction, such supplemental
indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee, subject to Section 601, may rely upon such Officer’s Certificate and Opinion of
Counsel as conclusive evidence that such transaction complies with this Section 801. 
  
 Notwithstanding the foregoing, any Subsidiary of the Corporation may consolidate with the Corporation. 
  
 Section 802. Successor Substituted. 
  
 Upon any consolidation of the Corporation with, or merger of the Corporation into, any other Person or any conveyance or transfer or lease of the
properties and assets of the Corporation substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Corporation is merged or to which such conveyance or transfer or lease is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation under this Indenture with the same effect as if such successor Person had been named as the Corporation herein, and thereafter the predecessor
Person shall be relieved of all obligations and covenants under this Indenture and the Securities. 
  
 Such successor Person may cause to be signed, and may issue either in its own name or in the name of the Corporation, any or all of the Securities
issuable hereunder which theretofore 
  

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 shall not have been signed by the Corporation and delivered to the Trustee; and, upon the order of such successor Person
instead of the Corporation, and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities which previously shall have been signed and delivered by the officers
of the Corporation to the Trustee for authentication pursuant to such provisions and any Securities which such successor Person thereafter shall cause to be signed and delivered to the Trustee on its behalf for the purpose pursuant to such
provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such
Securities had been issued at the date of the execution hereof. 
  
 In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate. 
  
 ARTICLE IX. 
 SUPPLEMENTAL INDENTURES 
  
 Section 901. Supplemental Indentures Without Consent of Holders. 
  
 The Corporation, when authorized by a Board Resolution, and the Trustee may enter into one or more indentures supplemental hereto without the consent of any Holder: 
  
 (1) to evidence the succession of another Person to the
Corporation and the assumption by any such successor of the covenants of the Corporation herein and in the Securities; or 
  
 (2) to make any change that does not adversely affect the rights of any Holder; or 
  
 (3) to add to or change any of the provisions of this
Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to facilitate the issuance of Securities in
uncertificated form; or 
  
 (4) to secure the
Securities; or 
  
 (5) to establish the form or
terms of Securities of any series as permitted by Sections 201 and 301; or 
  
 (6) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as
shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or 
  
 (7) to cure any ambiguity, defect or inconsistency; or 
  

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 (8) to comply with requirements of the Commission in order to effect or maintain the
qualification of this Indenture under the Trust Indenture Act. 
  
 Section
902. Supplemental Indentures With Consent of Holders. 
  
 With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of all series affected by such supplemental indenture (voting as one class), by Act of said Holders delivered to the Corporation
and the Trustee, the Corporation, when authorized by a Board Resolution, and the Trustee may 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 modifying in any manner the rights of the Holders of Securities under this Indenture; provided, however, that no such supplemental indenture shall, without the consent
of the Holder of each Outstanding Security affected thereby, 
  
 (1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security (other than pursuant to the terms of such Security), or reduce the principal amount thereof or the
rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 502 or change the coin or currency in which any Security or any premium or interest thereon is payable, or 
  
 (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or 

 
 (3) modify any of the provisions of this Section, Section
513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided,
however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1006, or the deletion of this proviso,
in accordance with the requirements of Sections 611 and 901(8). 
  
 A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of
the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series. 
  

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 It shall not be necessary for any Act of Holders under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. 
  
 Section 903. Execution of Supplemental Indentures. 
  
 In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the
trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Officer’s Certificate and Opinion of Counsel each stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise. 
  
 Section 904. Effect of Supplemental Indentures.

  
 Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby. 
  
 Section 905. Conformity with Trust
Indenture Act. 
  
 Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act. 
  
 Section 906. Reference in Securities to Supplemental Indentures. 
  
 Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the Corporation shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Corporation, to any such supplemental
indenture may be prepared and executed by the Corporation and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series. 
  

ARTICLE X. 
 COVENANTS

  
 Section 1001. Payment of Principal, Premium and Interest.

  
 The Corporation covenants and agrees for the benefit
of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture. 
  

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 Section 1002. Maintenance of Office or Agency. 
  
 The Corporation will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the
Corporation in respect of the Securities of that series and this Indenture may be served. The Corporation will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the
Corporation shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Corporation hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands. 
  
 The Corporation may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such purposes. The Corporation will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or
agency. 
  
 Section 1003. Money for Securities Payments to Be Held in Trust

  
 If the Corporation shall at any time act as its own
Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to
act. 
  
 Whenever the Corporation shall have one or more Paying
Agents for any series of Securities, it will, on or prior to each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Corporation will promptly notify the Trustee of its action or failure so to act. 
  
 The Corporation will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to
the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) hold all sums held by it for the payment of the principal of (and premium, if any) or
interest on Securities in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided, (2) give the Trustee notice of any default by the Corporation (or any other
obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest, (3) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (4) during the continuance of any default by
the Corporation (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such-
Paying Agent for payment in respect of the Securities of that series. 
  

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 The Corporation may at any time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust hereunder by the Corporation or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Corporation or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money. 
  
 Any money deposited with the Trustee or any Paying Agent, or then held by the
Corporation, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the
Corporation on Company Request, or (if then held by the Corporation) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Corporation for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Corporation as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Corporation cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of
Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Corporation. 
  
 Section 1004. Corporate Existence.

  
 Subject to Article Eight, the Corporation will do or
cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Corporation shall not be required to preserve any
such right or franchise if the Board of Directors shall determine it shall be necessary, advisable or in the interest of the Corporation to discontinue the same. 
  
 Section 1005. Statement by Officers as to Default. 
  
 The Corporation will deliver to the Trustee, on or before October 15 of each calendar year or on or before such other day in
each calendar year as the Corporation and the Trustee may from time to time agree upon, an Officer’s Certificate, stating whether or not to the best knowledge of the signers thereof the Corporation is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Corporation shall be in default, specifying all such defaults and the nature
and status thereof of which they may have knowledge. 
  

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 Section 1006. Waiver of Certain Covenants. 
  
 Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Corporation may, with
respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of such series
if before the time for such compliance the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the
Corporation and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. 
  
 ARTICLE XI. 
 REDEMPTION OF SECURITIES

  
 Section 1101. Applicability of Article. 
  
 Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article. 
  
 Section 1102. Election to Redeem; Notice to Trustee. 
  
 The election of the Corporation to redeem any Securities shall be evidenced by a Board Resolution or in another manner
specified as contemplated by Section 301 for such Securities. Unless otherwise specified with respect to any Securities issued in accordance with Section 301, in case of any redemption at the election of the Corporation, the Corporation shall, at
least 45 days prior to the Redemption Date fixed by the Corporation (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and,
if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (A) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or
(B) pursuant to an election of the Corporation which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Corporation shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction or condition. 
  
 Section 1103. Selection
by Trustee of Securities to Be Redeemed. 
  
 If less than
all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be
selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of a portion of the principal amount of any Security of such series; provided that the unredeemed portion of the principal amount of any 
  

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 Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for
such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior
to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence. 
  
 The Trustee shall promptly notify the Corporation in writing of the Securities selected for redemption as aforesaid and, in
the case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed. 
  
 The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is
to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination)
for such Security. 
  
 For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or
is to be redeemed. 
  
 Section 1104. Notice of Redemption.

  
 Unless otherwise specified with respect to any
Securities issued in accordance with Section 301, notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register. 
  
 All notices of
redemption shall identify the Securities to be redeemed (including CUSIP number(s)) and shall state: 
  
 (1) the Redemption Date; 
  
 (2) the Redemption Price; 
  
 (3) if less than all the Outstanding Securities of any series and of a specified tenor consisting of more than a single Security are to be
redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series and of a specified tenor
consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed; 
  
 (4) that on the Redemption Date the Redemption Price, together with accrued interest, if any, to the Redemption Date, will become due and
payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date; 
  

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 (5) the place or places where each such Security is to be surrendered for payment of the
Redemption Price and accrued interest, if any, unless it shall have been specified as contemplated by Section 301 with respect to such Securities that such surrender shall not be required; 
  
 (6) that the redemption is for a sinking fund, if such is
the case; and 
  
 (7) such other matters as the
Corporation shall deem desirable or appropriate. 
  
 Unless
otherwise specified with respect to any Securities in accordance with Section 301, with respect to any redemption of Securities at the election of the Corporation, unless, upon the giving of notice of such redemption, Defeasance shall have been
effected with respect to such Securities pursuant to Section 1302, such notice may state that such redemption shall be conditional upon the receipt by the Trustee or the Paying Agent(s) for such Securities, on or prior to the date fixed for such
redemption, of money sufficient to pay the principal of and any premium and interest on such Securities and that if such money shall not have been so received such notice shall be of no force or effect and the Corporation shall not be required to
redeem such Securities. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made and within a reasonable time thereafter notice shall be given, in the manner in which
the notice of redemption was given, that such money was not so received and such redemption was not required to be made, and the Trustee or Paying Agent(s) for the Securities otherwise to have been redeemed shall promptly return to the Holders
thereof any of such Securities which had been surrendered for payment upon such redemption. 
  
 Notice of redemption of Securities to be redeemed at the election of the Corporation, and any notice of non-satisfaction of redemption as aforesaid, shall be given by the Corporation or, at the Corporation’s
request, by the Trustee in the name and at the expense of the Corporation. Subject to the preceding paragraph, any such notice of redemption shall be irrevocable. 
  
 Section 1105. Deposit of Redemption Price. 
  
 On or prior to the Redemption Date specified in the notice of redemption given as provided in Section 1104, the Corporation
will deposit with the Trustee or with one or more Paying Agents (or if the Corporation is acting as its own Paying Agent, the Corporation will segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the
Redemption Price of, and any accrued interest on, all the Securities which are to be redeemed on that date. 
  
 Section 1106. Securities Payable on Redemption Date. 
  
 Notice of redemption having been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities or
portions thereof to be so redeemed shall, on 
  

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 the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date
(unless, in the case of an unconditional notice of redemption, the Corporation shall default in the payment of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to bear interest.
Upon surrender of any such Security for redemption in accordance with said notice, such Security or portion thereof shall be paid by the Corporation at the Redemption Price, together with accrued interest, if any, to the Redemption Date;
provided, however, that no such surrender shall be a condition to such payment if so specified as contemplated by Section 301 with respect to such Security, and provided further that, unless otherwise specified as contemplated by
Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 307. 
  
 If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor
in the Security. 
  
 Section 1107. Securities Redeemed in Part.

  
 Any Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Corporation or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Corporation and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Corporation shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like
tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered. 
  
 ARTICLE XII. 
 SINKING FUNDS 
  
 Section 1201. Applicability of Article. 
  
 The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities. 
  
 The minimum amount of any sinking fund payment provided for by the terms of
any Securities 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 such Securities is herein referred to as an “optional sinking fund
payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as
provided for by the terms of such Securities. 
  

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 Section 1202. Satisfaction of Sinking Fund Payments with Securities. 
  
 The Corporation (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Corporation 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 any Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such
purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. 
  
 Section 1203. Redemption of Securities for Sinking Fund. 
  
 Not less than 45 days prior to each sinking fund payment date for any
Securities, the Corporation will deliver to the Trustee an Officer’s Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is
to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and stating the basis for such credit and that such Securities have not been previously so
credited and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to 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 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Corporation in the manner provided in Section 1104. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 1105 and 1106. 
  
 ARTICLE XIII. 
 DEFEASANCE AND COVENANT DEFEASANCE 
  
 Section 1301. Applicability of Article. 
  
 Unless, pursuant to Section 301, provision is made that either or both of
(A) defeasance of any Securities or any series of Securities under Section 1302 and (B) covenant defeasance of any Securities or any series of Securities under Section 1303 shall not apply to such Securities of a series, then the provisions of
either or both of Sections 1302 and Section 1303, as the case may be, together with Sections 1304 and 1305, shall be applicable to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article.

  
 Section 1302. Defeasance and Discharge. 
  
 The Corporation may cause itself to be discharged from its obligations with
respect to any Securities or any series of Securities on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Corporation shall
be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities 
  

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 and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Corporation, shall
execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Corporation’s obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003 and with respect to the Trustee under Section 607, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, Defeasance with
respect to any Securities or any series of Securities by the Corporation is permitted under this Section 1302 notwithstanding the prior exercise by the Corporation of its rights under Section 1303 with respect to such Securities. Following a
Defeasance, payment of such Securities may not be accelerated because of an Event of Default. 
  
 Section 1303. Covenant Defeasance. 
  
 The Corporation may cause itself to be released from its obligations under any covenants provided pursuant to Section 301(19), 901(2), 901(6) or 901(7) with respect to any Securities or any series of Securities for
the benefit of the Holders of such Securities and the occurrence of any event specified in Sections 501(4) (with respect to any such covenants provided pursuant to Section 301(19), 901(2), 901(6) or 901(7)) or 501(7) shall be deemed not to be or
result in an Event of Default with respect to such Securities as provided in this Section, in each case on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For
this purpose, such Covenant Defeasance means that, with respect to such Securities, the Corporation may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the
extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be unaffected thereby. 
  
 Section 1304. Conditions to Defeasance or Covenant Defeasance. 
  
 The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may
be: 
  
 (1) The Corporation shall irrevocably
have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A)
money in an amount, or (B) Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than the due date of any payment, money in an amount, or (C) a
combination thereof, sufficient, in the case of (B) or (C), in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall
be applied by the Trustee to pay and discharge, the principal of and any premium 
  

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 and interest on such Securities on the respective Stated Maturities or on any Redemption Date established
pursuant to Clause (3) below, in accordance with the terms of this Indenture and such Securities. As used herein, “Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America or the
government which issued the foreign currency in which such Securities are payable, for the payment of which its full faith and credit is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality
of the United States of America or such government which issued the foreign currency in which such Securities are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or
such other government, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with
respect to any Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any Government
Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt. 
  
 (2) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any
other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood
that this condition shall not be deemed satisfied until after such 90th day). 
  
 (3) If the Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this
Indenture or provision therefor satisfactory to the Trustee shall have been made. 
  
 (4) The Corporation shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with. 
  
 Section 1305. Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions. 
  
 Subject to the provisions of the last paragraph of Section 1003, all money and Government Obligations (including the proceeds thereof) deposited with the
Trustee pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying
Agent (including the Corporation acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in
trust need not be segregated from other funds except to the extent required by law. 
  

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 The Corporation shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding
Securities. 
  
 Anything in this Article to the contrary
notwithstanding, the Trustee shall deliver or pay to the Corporation from time to time upon Company Request any money or Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant
Defeasance, as the case may be, with respect to such Securities. 
  
 ARTICLE XIV. 
 IMMUNITY OF INCORPORATORS, 
 STOCKHOLDERS, OFFICERS AND DIRECTORS 
  
 Section 1401. Indenture and Securities Solely Corporate Obligations. 
  
 No recourse for the payment of the principal of or any premium or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Corporation in this Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Corporation or of any successor corporation, either directly or through the Corporation or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.

  
 This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 
  
 (Signature page follows) 
  

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

			
	 AVERY DENNISON CORPORATION

		
	 By:
	 	 /s/ Karyn Rodriguez


	 	 	 Karyn Rodriguez

	 	 	 Vice President and Treasurer

		
	 By:
	 	 /s/ Michael A. Skovran


	 	 	 Michael A. Skovran

	 	 	 Vice President and Controller

	
	 J.P. MORGAN TRUST COMPANY,

	 NATIONAL ASSOCIATION as Trustee

		
	 By:
	 	 /s/ Mitch Gardner


	 	 	 Mitch Gardner

	 	 	 Vice President



  

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