Junior Subordinated Indenture



 Exhibit 4.9 
  

Form of 
  
 JUNIOR SUBORDINATED INDENTURE 
  

  
 MELLON FUNDING CORPORATION, ISSUER 
  
 and 
  
 MELLON FINANCIAL CORPORATION, GUARANTOR 
  
 to 
  
 JPMORGAN CHASE BANK 
  
 Trustee 
  

  
 Dated as of      







 MELLON FUNDING CORPORATION 
  
 and 
  
 MELLON FINANCIAL CORPORATION 
  
 Reconciliation and tie between the Trust Indenture Act of 1939 (including cross-references to provisions of Sections 310 to and including 317 which,
pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and govern the Indenture whether or not physically contained therein) and the Junior Subordinated Indenture, dated as of
    . 
  
  

	 Trust Indenture
 Act
Section

	  	 Indenture Section


	 (S)310
	 	(a) (1), (2) and (5)	  	7.9
	 	 	(a) (3)	  	Not Applicable
	 	 	(a) (4)	  	Not Applicable
	 	 	(b)	  	 7.8
 7.10

	 	 	(c)	  	Not Applicable
	 (S)311
	 	(a)	  	7.13(a)
	 	 	(b)	  	7.13(b)
	 	 	(b) (2)	  	8.3(a) (2) 8.3(a) (2)
	 (S)312
	 	(a)	  	8.1 8.2(a)
	 	 	(b)	  	8.2(b)
	 	 	(c)	  	8.2(c)
	 (S)313
	 	(a)	  	8.3(a)
	 	 	(b)	  	8.3(b)
	 	 	(c)	  	8.3(a), 7.3(b)
	 	 	(d)	  	8.3(c)
	 (S)314
	 	(a) (1), (2) and (3)	  	8.4
	 	 	(a) (4)	  	11.8
	 	 	(b)	  	Not Applicable
	 	 	(c) (1)	  	1.2
	 	 	(c) (2)	  	1.2
	 	 	(c) (3)	  	Not Applicable
	 	 	(d)	  	Not Applicable
	 	 	(e)	  	1.2
	 	 	(f)	  	Not Applicable
	 (S)315
	 	(a)	  	7.1(a)
	 	 	(b)	  	 7.2
 8.3(a) (6)

	 	 	(c)	  	7.1(b)









	 Trust Indenture
 Act
Section

	  	 Indenture
 Section


	 	 	(d)	  	7.1(c)
	 	 	(d) (1)	  	7.1(a) (1)
	 	 	(d) (2)	  	7.1(c) (2)
	 	 	(d) (3)	  	7.1(c) (3)
	 	 	(e)	  	6.14
	 (S)316
	 	(a)	  	1.1
	 	 	(a) (1) (A)	  	6.12
	 	 	(a) (1) (B)	  	6.13
	 	 	(a) (2)	  	Not Applicable
	 	 	(b)	  	6.8
	 	 	(c)	  	1.4(f)
	 (S)317
	 	(a) (1)	  	6.3
	 	 	(a) (2)	  	6.4
	 	 	(b)	  	11.3
	 (S)318
	 	(a)	  	1.7



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








 JUNIOR SUBORDINATED INDENTURE, dated as of     , among MELLON FUNDING
CORPORATION, a Pennsylvania corporation (hereinafter called the “Company”) having its principal office at One Mellon Bank Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258, MELLON FINANCIAL CORPORATION, a Pennsylvania corporation
(hereinafter called the “Guarantor”) having its principal office at One Mellon Bank Center, 500 Grant Street, Pittsburgh, Pennsylvania 15258, and JPMORGAN CHASE BANK, as Trustee (hereinafter called the “Trustee”). 
  
 RECITALS OF THE COMPANY 
  
 The Company has duly authorized the execution and delivery of this Indenture
to provide for the issuance from time to time of its unsecured junior subordinated debt securities in series (hereinafter called the “Securities”) of substantially the tenor hereinafter provided, and to provide the terms and conditions
upon which the Securities are to be authenticated, issued and delivered. 
  
 All things necessary to make the Securities, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have been done. 
  
 RECITALS OF THE GUARANTOR 
  
 The Guarantor has duly authorized the Guarantees provided for herein, and to provide therefore the Guarantor has duly authorized the execution and delivery of this Indenture. 
  
 All things necessary to make the Guarantees, when endorsed on the Securities to which they relate and executed by the
Guarantor, the valid obligations of the Guarantor, and to make this Indenture a valid agreement of the Guarantor, in accordance with their and its terms, have been done. 
  
 NOW, THEREFORE, THIS INDENTURE WITNESSETH: 
  
 For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows: 
  
 ARTICLE I 
  
 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 
  
 Section 1.1. Definitions. 
  
 For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires: 
  

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 (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
the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles which are generally accepted at the date or time of such computation; provided, that
when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Company or the Guarantor; and 
  
 (4) 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 1.4. 
  
 “Additional Interest” means the interest, if any, that shall accrue on any interest on the Securities of any series the payment of which has not
been made on the applicable Interest Payment Date and which shall accrue at the rate per annum specified or determined as specified in such Security. 
  
 “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 7.14 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 Company or of the Guarantor, as the case may be, or any committee of that board duly authorized to act hereunder. 
  
 “Board Resolution” means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or the Guarantor, as the case may be, to have been duly adopted by the Board of Directors, or such committee of the Board of Directors or officers of the Company or the Guarantor, as the case may
be, to which authority to act 
  

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 on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such
certification, and delivered to the Trustee. 
  
 “Business
Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in The City of New York are authorized or required 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, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it
under the Trust Indenture Act, then the body performing such duties at such time. 
  
 “Common Stock” means the common stock, par value $0.01 per share, of the Company. 
  
 “Company” means the Person named as the “Company” 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 “Company” shall mean such successor Person. 
  
 “Company Request” and “Company Order” mean, respectively, the written request or order signed in the name of the Company or the
Guarantor by the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary of the Company or the
Guarantor, and delivered to the Trustee. 
  
 “Corporate Trust
Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which office at the time of execution of this Indenture shall be 450 West 33rd Street, 15th Floor, New York,
New York 10001. 
  
 “corporation” includes a
corporation, association, company, joint-stock company or business trust. 
  
 “Debt” means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent, (i) every obligation of such Person for money borrowed; (ii)
every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but
excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (v) every capital lease obligation of such Person; (vi) every obligation of such Person for claims in respect of derivative products, including
interest 
  

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 rate, foreign exchange rate and commodity forward contracts, options, swaps and similar arrangements; and (vii) every
obligation of the type referred to in clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor
or otherwise. 
  
 “Defaulted Interest” has the meaning
specified in Section 3.7. 
  
 “Depositary” means, with
respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary by the Company pursuant to Section 3.1 with respect to such series (or any successor
thereto). 
  
 “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 6.2. 
  
 “Dollar” means the currency of the United States of America that, as at the time of payment, is legal tender for
the payment of public and private debts. 
  
 “Event of
Default” unless otherwise specified in the supplemental indenture creating a series of Securities has the meaning specified in Article VI. 
  
 “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 1.4(f). 
  
 “Extension Period” has the meaning
specified in Section 3.11. 
  
 “Federal Reserve” means
the Board of Governors of the Federal Reserve System, as from time to time constituted, or if at any time after the execution of this Indenture the Federal Reserve is not existing and performing the duties now assigned to it, then the body
performing such duties at such time. 
  
 “Global
Security” means a Security in the form prescribed in Section 2.4 evidencing all or part of a series of Securities, issued to the Depository or its nominee for such series, and registered in the name of such Depository or its nominee.

  
 “Guarantee” means the Guarantor’s unconditional
guarantee of the payment of the Securities as more fully described in Article Four. 
  
 “Guarantor” means the Person named as the “Guarantor” in the first paragraph of this instrument until a successor corporation shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Guarantor” shall mean such successor corporation. 
  

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 “Holder” means a Person in whose name a Security is registered in the Securities Register.

  
 “Indenture” means this instrument as originally
executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of each particular series of Securities
established as contemplated by Section 3.1. 
  
 “Interest
Payment Date” means as to each series of Securities the Stated Maturity of an installment of interest on such Securities. 
  
 “Junior Subordinated Payment” has the meaning specified in Section 14.2. 
  
 “Maturity” when used with respect to any Security means the date on which the principal of such Security becomes
due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise. 
  
 “Moody’s” means Moody’s Investors Service, Inc. 
  
 “Notice of Default” means a written notice of the kind specified in Section 6.1(3). 
  
 “Officers’ Certificate” means a certificate signed by the
Chairman and Chief Executive Officer, President or a Vice President, and by the Treasurer, an Associate Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant Secretary, of the Company or the Guarantor, as the case may be,
and delivered to the Trustee. 
  
 “Opinion of Counsel”
means a written opinion of counsel, who may be counsel for the Company or the Guarantor, or who may be other counsel, acceptable to the Trustee. 
  
 “Original Issue Date” means the date of issuance specified as such in each Security. 
  
 “Outstanding” means, when used in reference to any Securities, as
of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except: 
  
 (i) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; 
  
 (ii) Securities for whose payment money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities; and 
  

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 (iii) Securities in substitution for or in lieu of which other Securities have been authenticated and
delivered or which have been paid pursuant to Section 3.6, unless proof satisfactory to the Trustee is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding and legal obligations of the Company and
the Guarantor; 
  
 provided, however, that in determining whether
the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Company, the Guarantor or any other obligor upon the
Securities or any Affiliate of the Company or of the Guarantor or such other obligor 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 or waiver, 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 Company, the Guarantor or any other obligor upon the Securities or any
Affiliate of the Company, the Guarantor or such other obligor. Upon the written request of the Trustee, the Company or the Guarantor shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any,
known by the Company or the Guarantor to be owned or held by or for the account of the Company, the Guarantor or any other obligor on the Securities or any Affiliate of the Company, the Guarantor or such obligor, and, subject to the provisions of
Section 7.1, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such
determination. 
  
 “Paying Agent” means the Trustee or
any Person authorized by the Company to pay the principal of or interest on any Securities on behalf of the Company. 
  
 “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or
political subdivision thereof. 
  
 “Place of Payment”
means, with respect to the Securities of any series, the place or places where the principal of (and premium, if any) and interest on the Securities of such series are payable pursuant to Sections 3.1 and 3.11. 
  
 “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 3.6 in lieu of a lost, destroyed or stolen
Security shall be deemed to evidence the same debt as the lost, destroyed or stolen Security. 
  
 “Proceeding” has the meaning specified in Section 14.2. 
  

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 “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 with respect to the Securities of a
series means, unless otherwise provided pursuant to Section 3.1 with respect to Securities of a series, (i) in the case of Securities of a series represented by one or more Global Securities, the Business Day next preceding such Interest Payment
Date and (ii) in the case of Securities of a series not represented by one or more Global Securities, the date which is fifteen days next preceding such Interest Payment Date (whether or not a Business Day). 
  
 “Responsible Officer” means, with respect to the Trustee, any Vice
President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant Treasurer, any Trust Officer or any other officer of the Corporate Trust Office of the Trustee and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred because of that officer’s knowledge of and familiarity with the particular subject. 
  
 “Rights Plan” means a plan of the Company providing for the issuance by the Company to all holders of its Common
Stock of rights entitling the holders thereof to subscribe for or purchase shares of Common Stock or any class or series of preferred stock of the Company, which rights (i) are deemed to be transferred with such shares of Common Stock, (ii) are not
exercisable and (iii) are also issued in respect of future issuances of Common Stock, in each case until the occurrence of a specified event or events. 
  
 “S&P” means Standard & Poor’s Ratings Services. 
  
 “Securities” or “Security” means any debt securities or debt security, as the case may be, authenticated
and delivered under this Indenture. 
  
 “Securities
Register” and “Securities Registrar” have the respective meanings specified in Section 3.5. 
  
 “Senior Debt” means the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any
petition in bankruptcy or for reorganization relating to the Company or the Guarantor whether or not such claim for post-petition interest is allowed in such proceeding), on Debt of the Company or the Guarantor, whether incurred on or prior to the
date of this Indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Securities or to
other Debt which is pari passu with, or subordinated to, the Securities, provided, however, that Senior Debt shall not be deemed to include (a) any 
  

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 Debt of the Company or the Guarantor which, when incurred and without respect to any election under Section 1111(b) of
the Bankruptcy Reform Act of 1978, was without recourse to the Company or the Guarantor, (b) any Debt of the Company or the Guarantor to any of its Subsidiaries, (c) Debt to any employee of the Company or the Guarantor, (d) Debt that by its terms is
subordinated to trade accounts payable or accrued liabilities arising in the ordinary course of business to the extent that payments made to the holders of such Debt by the holders of the Securities as a result of the subordination provisions of
this Indenture would be greater than such payments otherwise would have been (absent giving effect to this clause (d)) as a result of any obligation of such holders of such Debt to pay amounts over to the obligees on such trade accounts payable or
accrued liabilities arising in the ordinary course of business as a result of subordination provisions to which such Debt is subject, and (e) any Securities. 
  
 “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7. 
  
 “Stated Maturity” when used with respect to any Security or any
installment of principal thereof or interest thereon means the date specified pursuant to the terms of such Security as the date on which the principal of such Security or such installment of interest is due and payable, in the case of such
principal, as such date may be shortened or extended as provided pursuant to the terms of such Security and this Indenture. 
  
 “Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or the
Guarantor, as the case may be, or by one or more other Subsidiaries, or by the Company or the Guarantor, as the case may be, and one or more other Subsidiaries. For purposes of this definition, “voting stock” means stock which ordinarily
has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. 
  
 “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. 
  
 “Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbb), as amended and as in effect on the date as of this
Indenture, except as provided in Section 10.5. 
  
 “Vice
President” when used with respect to the Company or the Guarantor, means any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.” 
  

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 “Voting Stock of the Company” means stock of any class or classes, however designated, having
ordinary voting power for the election of a majority of the Board of Directors of the Company, other than stock having such power only by reason of the happening of any contingency. 
  
 Section 1.2. Compliance Certificate and Opinions. 
  
 Upon any application or request by the Company or the Guarantor to the Trustee to take any action under any provision of
this Indenture, the Company or the Guarantor, as the case may be, shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent (including covenants, compliance with which constitutes a condition precedent), if
any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including covenants compliance with which constitute a
condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular
application or request, no additional certificate or opinion need be furnished. 
  
 Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 11.8) 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 has made or
caused to be made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and 
  
 (4) a statement as to whether, in the opinion of each such individual, such
condition or covenant has been complied with. 
  
 Section
1.3. Forms 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. 
  

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 Any certificate or opinion of an officer of the Company or the Guarantor may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to
the matters upon which his 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 Company or the Guarantor, as the case may be, stating that the information with respect to such factual matters is in the possession of the Company or the Guarantor, as the case may be, 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. 
  
 Section 1.4. Acts of Holders. 
  
 (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given to 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 an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments is or are delivered to the Trustee, and, where it is hereby expressly required, to the Company and the Guarantor. 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 7.1) conclusive in favor of the Trustee, the Company and the Guarantor, if made in the manner provided in this Section. 
  
 (b) 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
the certificate of any 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
Person acting in other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. 
  
 (c) The fact and date of the execution by any Person 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 and in accordance with such reasonable rules as the Trustee may determine. 
  
 (d) The ownership of Securities shall be proved by the Securities Register. 
  

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 (e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder
of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee, the Company or the Guarantor in reliance thereon, whether or not notation of such action is made upon such Security. 
  
 (f) The Company 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 Company 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 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
Company 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 cancelled 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 Company, 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 1.6. 
  
 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 6.2, (iii) any request to institute proceedings referred to in Section 6.7(2) or (iv) any direction referred to in Section 6.12, 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, 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 
  

 11 








 Person be cancelled 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 Company’s expense, shall
cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6. 
  
 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 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. 
  
 (g) 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. 
  
 Section 1.5. Notices, Etc. to Trustee, Company and Guarantor.

  
 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, the Company or the Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing
to or with the Trustee at its Corporate Trust Office, or 
  
 (2)
the Company or the Guarantor by the Trustee or any Holder shall be sufficient for every purpose (except as otherwise provided in Section 6.1) hereunder if in writing and mailed, first class, postage prepaid, to the Company or the Guarantor, as the
case may be, addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company or the Guarantor. 
  

 12 








 Section 1.6. 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 the address of such Holder as it appears in the Securities Register, not later
than the latest date, and not earlier than the earliest date, 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. 
  
 Section 1.7. Conflict with Trust Indenture Act.

  
 If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c) thereof, such imposed duties shall control. 
  
 Section 1.8. 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 1.9. Successors and
Assigns. 
  
 All covenants and agreements in this Indenture by the
Company and the Guarantor shall bind its successors and assigns, whether so expressed or not. 
  
 Section 1.10. 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 1.11. Benefits of Indenture.

  
 Nothing in this Indenture or in the Securities, express or
implied, shall give to any Person, other than the parties hereto and their successors and assigns, the holders of Senior Debt and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

  

 13 








 Section 1.12. 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 1.13. Non-Business Days. 
  
 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 the Securities) 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 (and no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, until such next
succeeding Business Day) except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately 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). 
  
 ARTICLE
II 
  
 SECURITY FORMS 
  
 Section 2.1. Forms Generally. 
  
 The Securities of each series and the Guarantees relating thereto and the
Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution of the Company, in the case of Securities, and of
the Guarantor, in the case of Guarantees, 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 applicable tax laws or the rules of any securities exchange or automated quotation system on which the Securities or
the Guarantees may be listed or traded as may, consistently herewith, be determined by the officers executing such Securities or Guarantees, as conclusively evidenced by their execution of the Securities. If the form of Securities of any series or
the Guarantees relating thereto 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 Company or the Guarantor, as the case
may be, and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities. 
  

 14 








 The Trustee’s certificates of authentication shall be substantially in the form set forth in this
Article. 
  
 The definitive Securities shall be typewritten,
printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities may be listed or traded, on a steel engraved border or steel engraved
borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities may be listed or traded, all as determined by the officers executing such Securities, as evidenced
by their execution of such Securities. 
  
 Section 2.2.
Form of Face of Security. 
  
 MELLON FUNDING CORPORATION

 (Title of Security) 
  
 No.                  $
                 
  
 MELLON FUNDING CORPORATION, a corporation organized and existing under the laws of Pennsylvania (hereinafter called the “Company”, which term
includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to                 , or registered
assigns, the principal sum of                  Dollars on                 ,
        ; provided that the Company may, subject to certain conditions specified in Section 3.13 of the Indenture, (i) shorten the Stated Maturity of the principal of this Security to a date not earlier
than                 ,         , and (ii) extend the Stated Maturity of the principal of this Security at any time
on one or more occasions, but in no event to a date later than                 ,         .The Company further
promises to pay interest on said principal sum from                 ,          or from the most recent interest
payment date (each such date, an “Interest Payment Date”) on which interest has been paid or duly provided for, (subject to deferral as set forth herein) in arrears on [specify Interest Payment Dates] of each year, commencing
                ,         , at the rate of    % per annum, until the principal hereof shall
have become due and payable, plus Additional Interest, until the principal hereof is paid or duly provided for or made available for payment and on any overdue principal and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at the rate of    % per annum, compounded                 . The
amount of interest payable for any period shall be computed on the basis of twelve 30-day months and a 360-day year. The amount of interest payable for any partial period shall be computed on the basis of the number of days elapsed in a 360-day year
of twelve 30-day months. In the event that any date on which interest is payable on this Security is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day which is a Business Day (and without
any interest or other payment in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect
as if made on the date the payment was originally payable. A “Business 
  

 15 








 Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in The City of
New York are authorized or required 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. The interest installment so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the 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
installment, which shall be the [specify Regular Record Dates] next preceding the applicable Interest Payment Date. Any such interest installment not so punctually paid or duly provided for shall 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 or automated quotation system on which the Securities of this series may be listed or traded, and upon such notice as may be required by such exchange or automated quotation system, all as more fully provided in said Indenture. 

 
 [If applicable, insert—So long as no Event of Default has occurred
and is continuing, the Company shall have the right at any time during the term of this Security to defer payment of interest on this Security, at any time or from time to time, for up to
                     consecutive
                     interest payment periods with respect to each deferral period (each an “Extension Period”), during which
Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date, and at the end of which the Company shall pay all interest then accrued and unpaid (together with Additional Interest thereon to
the extent permitted by applicable law); provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security; provided, further, that during any such Extension Period, the Company shall not, and
shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock or (ii) make any payment of
principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company that ranks pari passu with or junior in interest to this Security or make any guarantee payments with respect to any guarantee by the
Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to this Security (other than (a) dividends or distributions in capital stock of the Company, (b) any declaration of a
dividend in connection with the implementation of a Rights Plan, or the redemption or repurchase of any rights distributed pursuant to a Rights Plan and (c) purchases of Common Stock related to the issuance of Common Stock or rights under any of the
Company’s benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (or securities convertible
into or exchangeable for Common Stock) as consideration in an 
  

 16 








 acquisition transaction that was entered into prior to the commencement of such Extension Period). Prior to the
termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed
                     consecutive
                     or extend beyond the Stated Maturity of the principal of this Security. Upon the termination of any such Extension Period
and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period
except at the end thereof. The Company shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this
Security would be payable but for such deferral. 
  
 Payment of
the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the United States, 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; provided, however, that at the option of the Company payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in
the Securities Register or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated by the Person entitled thereto as specified in the Securities Register. 
  
 The indebtedness evidenced by this Security is, to the extent provided in the
Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same,
(a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his
attorney-in-fact for any and all such purposes. Each Holder hereof, by his acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Debt, whether now
outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions. 
  
 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 or the Guarantee endorsed hereon shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose. 
  
 IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed under its corporate seal. 
  

 17 









	MELLON FUNDING CORPORATION 
		
	By:	 	 
	 	

	 	 	 Chairman, Vice Chairman,
 President or Vice President



  

	Attest:
	
	  
	

	Secretary or Assistant Secretary

  
 Section 2.3.
Form of Reverse of Security. 
  
 This Security is one of a duly
authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under a Junior Subordinated Indenture, dated as of      (herein called the
“Indenture”), among the Company, the Guarantor and JPMorgan Chase Bank, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Trustee, the Company, the Guarantor 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, limited in aggregate principal amount to $         . 
  
 All terms used in this Security that are defined in the Indenture.

  
 The Company may at any time, at its option, on or after
                ,     , and subject to the terms and conditions of Article XII of the Indenture, redeem this Security in whole at any
time or in part from time to time, without premium or penalty, at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest, including Additional Interest, if any, to the Redemption Date. 
  
 In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. 
  
 The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture. 
  
 The Indenture permits,
with certain exceptions as therein provided, the Company, the Guarantor and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Company, the
Guarantor and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of 
  


 18 








 all series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities of all series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company or the Guarantor with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences. 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 herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. 
  
 The Guarantor, or a Subsidiary thereof, may directly assume, by a supplemental indenture, the due and punctual payment of
the principal of (and premium, if any) and interest on all the Securities, in which case the Company shall be released from its liability as obligor on the Securities. 
  
 [If the Security is not a Discount Security,—As provided in and subject to the provisions of the Indenture, if an Event
of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of this series
may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders); and upon any such declaration the principal amount of and the
accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall
remain subordinated to the extent provided in Article XIV of the Indenture.] 
  
 [If the Security is a Discount Security,—As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is
continuing, then and in every such case the Trustee or the Holders of not less than such portion of the principal amount as may be specified in the terms of this series may declare an amount of principal of the Securities of this series to be due
and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders). Such amount shall be equal to—insert formula for determining the amount. Upon any such declaration, such amount of the principal of and the
accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall
remain subordinated to the extent provided in Article XIV of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal and overdue interest (in each case to the extent that
the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and interest, if any, on this Security shall terminate.] 
  

 19 








 No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) 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 Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained under Section 11.2 of the Indenture duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the Company and the Securities Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company 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 Company, the Guarantor and the Trustee and any agent of the Company, the
Guarantor 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 Company, the Guarantor, the Trustee nor any such agent shall be
affected by notice to the contrary. 
  
 The Securities of this
series are issuable only in registered form without coupons in denominations of $25 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 such series of a different authorized denomination, as requested by the Holder surrendering the same. 
  
 The Company and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest
in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness. 
  
 The Company shall withhold from interest payments on this Security any amount that the Company determines that it is required to withhold pursuant to the
Pennsylvania Corporate Loans Tax because this Security is held, directly or indirectly, by any Person who is subject to such tax. The Company shall promptly notify any Holder of this Security in respect of which it has made such a withholding of the
amount thereof, by written notice sent to the address of such Holder as set forth in the Securities Register. 
  
 THE INDENTURE AND THIS SECURITY 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. 
  

 20 








 Section 2.4. Additional Provisions Required in Global Security. 
  
 Any Global Security issued hereunder shall, in addition to the provisions
contained in Sections 2.2 and 2.3, 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 of a Depositary. This Security is exchangeable for
Securities registered in the name of a person other than the Depositary or its nominee only in the limited circumstances described in the Indenture and may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a
nominee of the Depositary to the Depositary or another nominee of the Depositary.” 
  
 Section 2.5. Form of Trustee’s Certificate of Authentication. 
  
 This is one of the Securities referred to in the within mentioned Indenture. 
  
 Dated: 
  

	JPMORGAN CHASE BANK,
	 as Trustee

		
	By:	 	 
	 	

	 	 	Authorized officer


  
 Section 2.6.
Form of Guarantee. 
  
 The form of Guarantee to be endorsed on
all Securities shall be substantially as follows: 
  
 GUARANTEE

  
 OF 
  
 MELLON FINANCIAL CORPORATION 
  
 For value received, Mellon Financial Corporation, a corporation duly
organized and existing under the laws of the Commonwealth of Pennsylvania (herein called the “Guarantor”), hereby unconditionally guarantees to the Holder of the Security upon which this Guarantee is endorsed the due and punctual payment
of the principal of (and premium, if any) and interest on [if the Security upon which the Guarantee is endorsed is not to bear interest prior to Maturity, insert—any overdue principal of] said Security [if applicable, insert—and the due
and punctual payment of the sinking fund payments required with respect to said Security,] when and as the same shall become due and payable, whether at maturity, by acceleration or redemption or otherwise, according to the terms thereof and of the
Indenture referred to therein. In case of the failure of Mellon 
  

 21 








 Funding Corporation or any successor thereto (the “Company”) punctually to pay any such principal, premium [,
—or] interest [or sinking fund payment)], the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration or redemption or otherwise, and as
if such payment were made by the Company. 
  
 The Guarantor hereby
agrees that its obligations hereunder shall be as principal and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of said Security or said
Indenture, any failure to enforce the provisions of said Security or said Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto, by the Holder of said Security or the Trustee under said Indenture,
the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence,
presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to said Security or the
indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by payment in full of the principal, premium, if any, [or] interest on [any overdue principal of] [or any sinking fund payment
required with respect to] said Security and the complete performance of all other obligations contained in said Security. 
  
 The Guarantor shall be subrogated to all rights of the Holder of said Security against the Company in respect of any amounts paid to such Holder by the
Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of (and premium,
if any) and interest on [any overdue principal of] [and the sinking fund payments required with respect to] all Securities issued under said Indenture shall have been paid in full. 
  
 Subject to the next following paragraph, the Guarantor hereby certifies and warrants that all acts, conditions and things
required to be done and performed and to have happened precedent to the creation and issuance of this Guarantee and to constitute the same the valid obligation of the Guarantor have been done and performed and have happened in due compliance with
all applicable laws. 
  
 Claims under this Guarantee are, to the
extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Guarantor, and this Guarantee is issued subject to the provisions of the Indenture with respect thereto. Each Holder
of a Security upon which this Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to
effectuate the subordination so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. 
  

 22 








 This Guarantee shall not be valid or become obligatory for any purpose until the certificate of
authentication on said Security shall have been signed manually by or on behalf of the Trustee under said Indenture. 
  
 IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed in facsimile by its duly authorized officer under its corporate seal.

  

	MELLON FINANCIAL CORPORATION [Date of initial issuance of series]
		
	By:	 	 
	 	

	 	 	[Authorized Signature]
		
	 Attest:
	 	 
	 	

	 	 	[Authorized Signature]

  
 ARTICLE III

  
 THE SECURITIES 
  
 Section 3.1. Title and Terms. 
  
 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 set forth in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities
of a series: 
  
 (a) the title of the Securities of such series,
which shall distinguish the Securities of the series from all other Securities; 
  
 (b) the limit, if any, upon the aggregate principal amount of the Securities of such 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 3.4, 3.5, 3.6, 10.6 or 12.6 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated
and delivered hereunder); provided, however, that the authorized 
  

 23 








 aggregate principal amount of such series may be increased above such amount by a Board Resolution to such effect;

  
 (c) the Stated Maturity or Maturities on which the principal
of the Securities of such series is payable or the method of determination thereof; 
  
 (d) the rate or rates, if any, at which the Securities of such series shall bear interest, if any, the rate or rates and extent to which Additional Interest, if any, shall be payable in respect of any Securities of
such series, the Interest Payment Dates on which such interest shall be payable, the right, pursuant to Section 3.11 or as otherwise set forth therein, of the Company to defer or extend an Interest Payment Date, and the Regular Record Date for the
interest payable on any Interest Payment Date or the method by which any of the foregoing shall be determined; 
  
 (e) the place or places where the principal of (and premium, if any) and interest on the Securities of such series shall be payable, the place or places
where the Securities of such series may be presented for registration of transfer or exchange, and the place or places where notices and demands to or upon the Company in respect of the Securities of such series may be made; 
  
 (f) the period or periods within or the date or dates on which, if any, the
price or prices at which and the terms and conditions upon which the Securities of such series may be redeemed, in whole or in part, at the option of the Company; 
  
 (g) the obligation or the right, if any, of the Company to redeem, repay or purchase the Securities of such series pursuant
to any sinking fund, amortization or analogous provisions, or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the
other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation; 
  
 (h) the denominations in which any Securities of such series shall be issuable, if other than denominations of $25 and any integral multiple thereof;

  
 (i) if other than Dollars, the currency or currencies
(including currency unit or units) in which the principal of (and premium, if any) and interest, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated; 
  
 (j) the additions, modifications or deletions, if any, in the Events of
Default or covenants of the Company set forth herein with respect to the Securities of such series; 
  
 (k) if other than the principal amount thereof, the portion of the principal amount of Securities of such series that shall be payable upon declaration of
acceleration of the Maturity thereof; 
  

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 (l) the additions or changes, if any, to this Indenture with respect to the Securities of such series as
shall be necessary to permit or facilitate the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons; 
  
 (m) any index or indices used to determine the amount of payments of
principal of and premium, if any, on the Securities of such series or the manner in which such amounts will be determined; 
  
 (n) whether the Securities of the series, or any portion thereof, shall initially be issuable in the form of a temporary Global Security representing all
or such portion of the Securities of such series and provisions for the exchange of such temporary Global Security for definitive Securities of such series; 
  
 (o) 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 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 2.4 and any circumstances in addition to or in lieu of
those set forth in Section 3.5 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; 
  
 (p) the appointment of any Paying Agent or Agents for the Securities of such series; 
  
 (q) the terms of any right to convert or exchange Securities of such series into any other securities or property of the Company, and the additions or changes, if any, to this Indenture with respect to the Securities
of such series to permit or facilitate such conversion or exchange; 
  
 (r) the relative degree, if any, to which the Securities of the series shall be senior to or be subordinated to other series of Securities in right of payment, whether such other series of Securities are Outstanding or not; and 

 
 (s) any other terms of the Securities of such series (which terms shall
not be inconsistent with the provisions of this Indenture). 
  
 The payment of principal and premium, if any, and interest and sinking fund payments, if any, on or relating to the Securities of each series shall be unconditionally guaranteed by the Guarantor. 
  
 All Securities of any one series shall be substantially identical except as
to denomination and except as may otherwise be provided herein or in or pursuant to such 
  

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 Board Resolution and set forth in such Officers’ Certificate or in any such indenture supplemental hereto.

  
 If any of the terms of the Securities of any 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 Company and delivered to the Trustee at or prior to the delivery of the
Officers’ Certificate setting forth the terms of the series. 
  
 The Securities and the Guarantees endorsed thereon shall be subordinated in right of payment to Senior Debt as provided in Article XIV. 
  
 Section 3.2. Denominations. 
  
 The Securities of each series shall be in registered form without coupons and shall be issuable in denominations of $25 and any integral multiple thereof,
unless otherwise specified as contemplated by Section 3.1. 
  
 Section 3.3. Execution, Authentication, Delivery and Dating. 
  
 The Securities shall be executed on behalf of the Company and the Guarantees endorsed thereon shall be executed on behalf of the Guarantor by, respectively, its Chairman, one of its Vice Chairman, its President or one
of its Vice Presidents under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities or Guarantees may be manual or facsimile.

  
 Securities and Guarantees bearing the manual or facsimile
signatures of individuals who were at any time the proper officers of the Company or the Guarantor, respectively, shall bind the Company and the Guarantor, respectively, notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities and Guarantees or did not hold such offices at the date of such Securities and Guarantees. At any time and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company and with Guarantees endorsed thereon executed by the Guarantor, 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. If the form or terms of the Securities of the series or the form of the Guarantee relating thereto have been established by or pursuant
to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive,
and (subject to Section 7.1) shall be fully protected in conclusively relying upon, an Opinion of Counsel stating, 
  

 26 








 (1) if the form of such Securities or Guarantees has been established by or pursuant to Board Resolution
as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture; 
  
 (2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been
established in conformity with the provisions of this Indenture; and 
  
 (3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company, and such Guarantees when endorsed on such Securities, all in the manner and subject to any conditions specified in such Opinion of Counsel,
will constitute valid and legally binding obligations of the Company and the Guarantor, respectively, 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 or the form of the Guarantees relating
thereto, if the issue of such Securities or Guarantees pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities or Guarantees and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee. 
  
 Notwithstanding the provisions of
Section 3.1 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 Officers’ Certificate otherwise required pursuant to Section 3.1 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. 
  
 Each Security
shall be dated the date of its authentication. Each Guarantee shall be dated the date of the initial issuance of Securities of the series to which it pertains. 
  

No Security or Guarantee endorsed thereon 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 the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, 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. 
  

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 Section 3.4. Temporary Securities. 
  
 Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee
shall authenticate and deliver, temporary Securities (having Guarantees duly endorsed thereon) which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive
Securities of such series 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 Company will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the
temporary Securities at the office or agency of the Company designated for that purpose without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Company 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 having the same Original Issue Date and Stated Maturity and having the same terms as such temporary Securities. Until
so exchanged, the temporary Securities of any series and the Guarantees endorsed thereon shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and the Guarantees endorsed thereon.

  
 Section 3.5. Registration, Transfer and Exchange.

  
 The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. Such register is herein sometimes referred to as the
“Securities Register.” The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Securities and transfers of Securities as herein provided. 
  
 Upon surrender for registration of transfer of any Security at the office or agency of the Company designated for that
purpose the Company 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 (having Guarantees duly endorsed thereon), of any authorized
denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms. 
  
 At the option of the Holder, Securities may be exchanged for other Securities of the same series (having Guarantees duly endorsed thereon), of any
authorized denominations, of a like aggregate principal amount, of the same Original Issue Date and Stated Maturity and having the same terms, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the 
  

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 Securities which the Holder making the exchange is entitled to receive and the Guarantor shall execute the Guarantees
endorsed thereon. 
  
 All Securities and the Guarantees endorsed
thereon issued upon any transfer or exchange of Securities shall be the valid obligations, respectively, of the Company and the Guarantor evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and the
Guarantees endorsed thereon surrendered upon such transfer or exchange. 
  
 Every Security presented or surrendered for transfer or exchange shall (if so required by the Company or the Securities Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company
and the Securities Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. 
  
 No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities. 
  
 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 (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to
be so registered to act as depositary, in each case unless the Company has approved a successor Depositary within 90 days, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security, (C) the Company in
its sole discretion determines that such Global Security will be so exchangeable or transferable or (D) 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 3.1. 
  
 (3) Subject to Clause (2) above, any exchange
of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

  

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 (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 3.4, 3.6, 10.6 or 12.6 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. 
  
 Neither the Company nor the Trustee shall be required, pursuant to the provisions of this Section, (a) to issue, transfer or exchange any Security of any
series during a period beginning at the opening of business 15 days before the day of selection for redemption of Securities pursuant to Article XII and ending at the close of business on the day of mailing of notice of redemption or (b) to transfer
or exchange any Security so selected for redemption in whole or in part, except, in the case of any Security to be redeemed in part, any portion thereof not to be redeemed. 
  
 Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities. 
  
 If any mutilated Security is surrendered to the Trustee together with such
security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same issue and series, with a
Guarantee duly endorsed thereon, and of like tenor and principal amount, having the same Original Issue Date and Stated Maturity, and bearing a number not contemporaneously outstanding. 
  
 If there shall be delivered to the Company, the Guarantor and to 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 harmless, then, in the absence of notice to the Company, the Guarantor or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same issue and series, with a Guarantee duly
endorsed thereon by the Guarantor, and of like tenor and principal amount, having the same Original Issue Date and Stated Maturity as such destroyed, lost or stolen Security, and bearing a number not contemporaneously outstanding. 
  
 In case any such mutilated, destroyed, lost or stolen Security has become or
is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security. 
  
 Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee, its agents and counsel) connected therewith. 
  
 Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an
original additional contractual obligation of the 
  

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 Company guaranteed by the Guarantor, 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 and Guarantees 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 3.7. Payment of Interest; Interest Rights Preserved. 
  
 Interest on any Security of any series 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 in respect of Securities of such series, except that,
unless otherwise provided in the Securities of such series, interest payable on the Stated Maturity of the principal of a Security shall be paid to the Person to whom principal is paid. The initial payment of interest on any Security of any series
which is issued between a Regular Record Date and the related Interest Payment Date shall be payable as provided in such Security or in the Board Resolution pursuant to Section 3.1 with respect to the related series of Securities. At the option of
the Company or the Guarantor, interest on any series of Securities may be paid (i) by check mailed to the address of the Person entitled thereto as it shall appear on the Securities Register of such series or (ii) by wire transfer in immediately
available funds at such place and to such account as designated by the Person entitled thereto as specified in the Securities Register of such series. 
  
 Any interest on any Security which is payable, but is not timely paid or duly provided for, on any Interest Payment Date for Securities of such series
(herein called “Defaulted Interest”), shall forthwith cease to be payable to the registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company or the
Guarantor, at its election in each case, as provided in Clause (1) or (2) below: 
  
 (1) The Company or the Guarantor may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series in respect of which interest is in default (or their respective
Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company or the Guarantor shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Company or the Guarantor, as the case may be, 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

  

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 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 Company or the Guarantor, as the case may be, of such Special Record Date and, in the name and at the expense of the Company or the Guarantor, as the case may be, shall cause notice of the
proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder of a Security of such series at the address of such Holder as it appears in the Securities Register not less
than 10 days prior to such Special Record Date. The Trustee shall, in the name and at the expense of the Company, cause a similar notice to be published at least once in a newspaper, customarily published in the English language on each Business Day
and of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the
Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered on such Special Record Date
and shall no longer be payable pursuant to the following Clause (2). 
  
 (2) The Company or the Guarantor may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange or automated quotation system on which the Securities of the series in
respect of which interest is in default may be listed or traded and, upon such notice as may be required by such exchange (or by the Trustee if the Securities are not listed), if, after notice given by the Company or the Guarantor to the Trustee of
the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee. 
  
 Any interest on any Security which is deferred or extended pursuant to Section 3.11 shall not be Defaulted Interest for the purposes of this Section 3.7.

  
 Subject to the foregoing provisions of this Section, each
Security delivered under this Indenture upon 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. 
  
 The Company or the Guarantor shall withhold from interest payments on the
Securities of any series any amount that the Company or the Guarantor determines that it is required to withhold pursuant to the Pennsylvania Corporate Loans Tax because such Securities are held, directly or indirectly, by any Person who is subject
to such tax. The Company or the Guarantor shall promptly notify any Holder of Securities in respect of which it has made such a withholding of the amount thereof, by written notice sent to the address of such Holder as set forth in the Securities
Register. 
  

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 Section 3.8. Persons Deemed Owners. 
  
 The Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor or the Trustee may treat the Person in
whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security
be overdue, and neither the Company, the Guarantor, the Trustee nor any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary. 
  
 Section 3.9. Cancellation. 
  

All Securities surrendered for payment, redemption, transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to
the Trustee, and any such Securities and Securities surrendered directly to the Trustee for any such purpose shall be promptly canceled by it. The Company or the Guarantor may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company or the Guarantor may have acquired in any manner whatsoever, 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 shall be destroyed by the Trustee and the Trustee shall deliver to the Company a certificate of such
destruction. 
  
 Section 3.10. Computation of Interest.

  
 Except as otherwise specified as contemplated by Section 3.1
for Securities of any series, interest on the Securities of each series for any period shall be computed on the basis of a 360-day year of twelve 30-day months and interest on the Securities of each series for any partial period shall be computed on
the basis of the number of days elapsed in a 360-day year of twelve 30-day months. 
  
 Section 3.11. Deferrals of Interest Payment Dates. 
  
 If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any
time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an “Extension Period”) during which Extension
Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period the Company shall pay
all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names that
Securities are registered at the close of business on the Regular Record Date with respect 
  

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 to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall
extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any
debt security of the Company that ranks pari passu with or junior in interest to the Securities of such series or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that
by their terms rank pari passu with or junior in interest to the securities of such series (other than (a) dividends or distributions in the capital stock of the Company, (b) any declaration of a dividend in connection with the implementation of a
Rights Plan, or the redemption or repurchase of any rights distributed pursuant to a Rights Plan and (c) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors,
officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (or securities convertible into or exchangeable for Common Stock) as
consideration in an acquisition transaction that was entered into prior to the commencement of such Extension Period). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no
Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid
interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end
thereof. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on
Securities of such series would be payable but for such deferral. 
  
 The Trustee shall promptly give notice of the Company’s or the Guarantor’s election to begin any such Extension Period to the Holders of the Outstanding Securities of such series. 
  
 Section 3.12. Agreed Tax Treatment. 
  
 Each Security issued hereunder shall provide that the Company, the Guarantor
and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes it is intended that such
Security constitute indebtedness. 
  

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 Section 3.13. Shortening or Extension of Stated Maturity. 
  
 If specified as contemplated by Section 2.1 or Section 3.1 with respect to
the Securities of a particular series, the Company or the Guarantor shall have the right to (i) shorten the Stated Maturity of the principal of the Securities of such series at any time to any date not earlier than the first date on which the
Company or the Guarantor has the right to redeem the Securities of such series, and (ii) extend the Stated Maturity of the principal of the Securities of such series at any time at its election for one or more periods, but in no event to a date
later than the 49th anniversary of the first Interest Payment Date following the Original Issue Date of the Securities of such series; provided that, if the Company of the Guarantor elects to exercise its right to extend the Stated Maturity of the
principal of the Securities of such series pursuant to clause (ii), above, at the time such election is made and at the time of extension (A) the Company or the Guarantor, as the case may be, is not in bankruptcy, otherwise insolvent or in
liquidation, (B) the Company or the Guarantor, as the case may be, is not in default in the payment of any interest or principal on such Securities and (D) such Securities are rated not less than BBB- by S&P or Baa3 by Moody’s or the
equivalent by any other nationally recognized statistical rating organization. In the event the Company or the Guarantor elects to shorten or extend the Stated Maturity of the Series A Subordinated Debentures, it shall give notice to the Trustee,
and the Trustee shall give notice of such shortening or extension to the Holders, no less than 30 and no more than 60 days prior to the effectiveness thereof. 
  

Section 3.14. CUSIP Numbers. 
  
 The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP”
numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. 
  
 ARTICLE IV 
  
 GUARANTEE OF SECURITIES 
  
 Section 4.1. Unconditional Guarantee. 
  
 The Guarantor hereby unconditionally guarantees to each Holder of a Security
of any series authenticated and delivered by the Trustee or Authenticating Agent the due and punctual payment of the principal of and premium, if any, and interest on such Security and the due and punctual payment of the sinking fund payments, if
any, provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at maturity, by acceleration or redemption or otherwise, in accordance with the terms of such Security and of this Indenture. In
case of the failure of 
  

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 the Company punctually to pay any such principal, premium, interest or sinking fund payment, the Guarantor hereby agrees
to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration or redemption or otherwise, and as if such payment were made by the Company. 
  
 The Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute and unconditional, irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of
any such Security or this Indenture, or any waiver, modification, consent or indulgence granted to the Company with respect thereto, by the Holder of such Security or the Trustee, the recovery of any judgment against the Company or any action to
enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of
merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that
this Guarantee will not be discharged except by payment in full of the principal of and premium, if any, and interest on, and any sinking fund payments required with respect to, the Securities and the complete performance of all other obligations
contained in the Securities. 
  
 The Guarantor shall be subrogated
to all rights of the Holder of any Security against the Company in respect of any amounts paid to such Holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or
to receive any payments arising out of or based upon, such right of subrogation until the principal of and premium, if any, and interest on, and any sinking fund payments required with respect to, all Securities shall have been paid in full.

  
 Claims under the Guarantee are, to the extent provided in this
Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt of the Guarantor, and the Guarantee is issued subject to the provisions of this Indenture with respect thereto. Each Holder of a Security upon
which the Guarantee is endorsed, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination
so provided and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. 
  
 Section 4.2. Execution of Guarantees. 
  
 To evidence its Guarantee to the Holders specified in Section 4.1, the Guarantor hereby agrees to execute the Guarantee in substantially the form above recited to be endorsed on each Security authenticated and
delivered by the Trustee or Authenticating Agent. Each such Guarantee shall be executed on behalf of the Guarantor and dated as set 
  

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 forth in Section 3.3 prior to the authentication of the Security on which it is endorsed, and the delivery of such
Security by the Trustee or Authenticating Agent, after the authentication thereof hereunder, shall constitute due delivery of such Guarantee on behalf of the Guarantor. 
  
 The Guarantee set forth in this Article shall not be valid or become obligatory for any purpose with respect to a Security
until the certificate of authentication on such Security shall have been signed by the Trustee or Authenticating Agent. 
  
 ARTICLE V 
  
 SATISFACTION AND DISCHARGE 
  
 Section 5.1. Satisfaction and Discharge of Indenture. 
  
 This Indenture shall, upon Company Request, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for and as otherwise
provided in this Section 5.1) and the Trustee, on demand of and at the expense of the Company and the Guarantor, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when 
  
 (1) either 
  
 (A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or
stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or
discharged from such trust, as provided in Section 11.3) have been delivered to the Trustee for cancellation; or 
  
 (B) all such Securities not theretofore delivered to the Trustee for cancellation 
  
 (i) have become due and payable, or 
  

(ii) will become due and payable at their Stated Maturity within one year of the date of deposit, 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 Company and the Guarantor, 
  
 and the Company or the Guarantor, in the case of Clause (B) (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust
funds in trust for such purpose an amount in the currency or currencies in which the Securities of such series are 
  

 37 








 payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore
delivered to the Trustee for cancellation, for principal (and premium, if any) and interest (including any Additional 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 Company or the
Guarantor has paid or caused to be paid all other sums payable hereunder by the Company and the Guarantor; and 
  
 (3) the Company and the Guarantor have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with. 
  
 Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company and the Guarantor to the Trustee under Section 7.7, the
obligations of the Trustee to any Authenticating Agent under Section 7.14 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 under Section 5.2 and the last
paragraph of Section 11.3 shall survive. 
  
 Section 5.2.
Application of Trust Money. 
  
 Subject to the provisions of the
last paragraph of Section 11.3, all money deposited with the Trustee pursuant to Section 5.1 shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company or the Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which such
money or obligations have been deposited with or received by the Trustee. 
  
 ARTICLE VI 
  
 REMEDIES

  
 Section 6.1. Events of Default. 
  
 “Event of Default”, wherever used herein with respect to the
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): 
  
 (1) default in the payment of any interest upon any Security of that series, including any Additional Interest in respect thereof, when it becomes due and payable, 
  

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 and continuance of such default for a period of 30 days (subject to the deferral of any interest payment date in the case
of an Extension Period); or 
  
 (2) default in the payment of the
principal of (or premium, if any, on) any Security of that series at its Maturity; or 
  
 (3) default in the performance, or breach, in any material respect, of any covenant or warranty of the Guarantor in this Indenture with respect to that series (other than a covenant or warranty a default in the
performance of which or the breach of which is elsewhere in this Section specifically dealt with), 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 Guarantor by the
Trustee or to the Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied; or 
  
 (4) the entry of a decree or order by a court having jurisdiction in the
premises adjudging the Guarantor a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Guarantor under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Guarantor 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 unstayed and in effect for a period of 60 consecutive days; or 
  
 (5) the institution by the Guarantor of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or
insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law, or the consent by it to the
filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Guarantor or of any substantial part of its property, or the making by it of an assignment for the
benefit for creditors, or the admission by it in writing of its inability to pay its debts generally as they become due and its willingness to be adjudicated a bankrupt, or the taking of corporate action by the Guarantor in furtherance of any such
action; or 
  
  
 (6) any other Event of Default provided with respect to Securities of that series. 
  
 Section 6.2. Acceleration of Maturity; Rescission and Annulment. 
  
 If an Event of Default (other than an Event of Default specified in Section 6.1(4) or 6.1(5)) with respect to Securities of
any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount (or, if the
Securities of that series are Discount Securities, such portion of the 
  

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 principal amount as may be specified in the terms of that series) of all the Securities of that series to be due and
payable immediately, by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders); and upon any such declaration such principal amount (or specified portion thereof) of and the accrued interest (including any
Additional Interest) on all the Securities of such series shall become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article
XIV notwithstanding that such amount shall become immediately due and payable as herein provided. If an Event of Default specified in Section 6.1(4) or 6.1(5) with respect to Securities of any series at the time Outstanding occurs, the principal
amount of all the Securities of that series (or, if the Securities of that series are Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms of that series) shall automatically, and without any
declaration or other action on the part of the Trustee or any Holder, 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 principal amount of the Outstanding Securities of that series, by written notice to the Company, the Guarantor and the Trustee, may
rescind and annul such declaration and its consequences if: 
  
 (1) the Company or the Guarantor has paid or deposited with the Trustee a sum sufficient to pay: 
  
 (A) all overdue installments of interest (including any Additional Interest) on all Securities of that series, 
  
 (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 interest thereon at the rate borne by the Securities, and 
  
 (C) 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 has become due solely by such acceleration, have been cured or waived as provided in Section 6.13. 
  
 No such rescission shall affect any subsequent default or impair any right
consequent thereon. 
  
 Section 6.3. Collection of
Indebtedness and Suits for Enforcement by Trustee. 
  
 The Company
covenants that if: 
  

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 (1) default is made in the payment of any installment of interest (including any Additional 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 (and premium, if any, on) any Security at the Maturity thereof, 
  
 the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such Securities for principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest (including any Additional Interest); and, in addition
thereto, all amounts owing the Trustee, its agents and counsel under Section 7.7. 
  
 If the Company or the Guarantor 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 Company or the Guarantor or any other obligor upon the Securities and collect the moneys adjudged or decreed to be payable in the
manner provided by law out of the property of the Company or the Guarantor or any other obligor upon the 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 6.4. Trustee May File Proofs of Claim. 
  
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company, the Guarantor or any other obligor upon the Securities or the property of the Company, the Guarantor or of such other obligor or their creditors, 
  
 (a) the Trustee (irrespective of whether the principal of the Securities of any series shall then be due and payable as
therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company or the Guarantor for the payment of overdue principal (and premium, if any) or interest (including any
Additional Interest)) shall be entitled and empowered, by intervention in such proceeding or otherwise, 
  
 (i) to file and prove a claim for the whole amount of principal (or, if the Securities of that series are Discount Securities, such portion of the
principal amount as 
  

 41 








 may be due and payable pursuant to a declaration in accordance with Section 6.2) (and premium, if any) and interest
(including any Additional Interest) owing and unpaid in respect to the Securities and to file such other papers or documents as may be necessary or advisable and to take any and all actions as are authorized under the Trust Indenture Act in order to
have the claims of the Holders and any predecessor to the Trustee under Section 7.7 allowed in any such judicial proceedings; and 
  
 (ii) 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 in accordance with Section 6.6; and 
  
 (b)
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 for distribution in accordance with Section
6.6, 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 to it and any predecessor Trustee under Section 7.7. 
  
 Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding; 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 6.5. Trustee May Enforce Claims Without
Possession of Securities. 
  
 All rights of action and claims
under this Indenture or the Securities or the Guarantees may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of all the amounts owing the Trustee and any predecessor Trustee under Section 7.7, its agents and
counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered. 
  
 Section 6.6. Application of Money Collected. 
  
 Any money or property collected or to be applied by the Trustee with respect to a series of Securities 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 or property on account of principal (or premium, if any) or interest (including any Additional Interest), upon presentation of the Securities
and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: 
  

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 FIRST: To the payment of all amounts due the Trustee, its agents and counsel and any predecessor Trustee,
its agents and counsel under Section 7.7; 
  
 SECOND: Subject to
Article XIV, to the payment of the amounts then due and unpaid upon such series of Securities for principal (and premium, if any) and interest (including any Additional Interest), in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such series of Securities for principal (and premium, if any) and interest (including any Additional Interest), respectively; and 

 
 THIRD: The balance, if any, to the Person or Persons entitled thereto.

  
 Section 6.7. Limitation on Suits. 
  
 No Holder of any Securities 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, assignee, trustee, liquidator, sequestrator (or other similar official) 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 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 security or 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 security or 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 that series; 
  
 it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of,
any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of all such Holders. 
  

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 Section 6.8. 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 premium, if any) and (subject to Section 3.7) interest (including any Additional 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 right shall not be impaired without the consent of such Holder. 

 
 Section 6.9. Restoration of Rights and Remedies. 
  
 If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee, such Holder, then and in every such case the Company, the Guarantor, the Trustee and the
Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted. 
  
 Section 6.10. Rights
and Remedies Cumulative. 
  
 Except as otherwise provided in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy. 
  
 Section 6.11. Delay or Omission Not Waiver. 
  
 No
delay or omission of the Trustee, any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.

  
 Every right and remedy given by this Article or by law to the
Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. 
  
 Section 6.12. Control by Holders. 
  
 The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of
conducting any 
  

 44 








 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) subject to the provisions of Section 7.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of
the Trustee shall, in good faith, determine that the proceeding so directed would involve the Trustee in personal liability or would otherwise be contrary to applicable law. 
  
 Section 6.13. Waiver of Past Defaults. 
  
 The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may waive any past
default hereunder and its consequences with respect to such series except a default: 
  
 (1) in the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security of such series, or 
  
 (2) in respect of a covenant or provision hereof which under Article X cannot be modified or amended without the consent of
the Holder of each Outstanding Security of such series affected. 
  
 Any such waiver shall be deemed to be on behalf of the Holders of all the Securities of such series. 
  
 Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon. 
  
 Section 6.14. Undertaking for Costs. 
  
 All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, 
  

 45 








 or group of Holders, holding in the aggregate more than 10% in principal amount of the Outstanding Securities of any
series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security on or after the respective Stated Maturities expressed in
such Security. 
  
 Section 6.15. Waiver of Usury, Stay or
Extension Laws. 
  
 The Company and the Guarantor covenant (to the
extent that it may lawfully do so) that they will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, 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 Company and the Guarantor (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenants that they 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 VII 
  
 THE TRUSTEE 
  
 Section 7.1. Certain Duties and Responsibilities. 
  
 (a) Except during the continuance of an Event of Default, 
  
 (1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and 
  
 (2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they conform on their face to the requirements of this Indenture. 
  
 (b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as
a prudent person would exercise or use under the circumstances in the conduct of his own affairs. 
  
 (c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to
act, or its own willful misconduct except that 
  

 46 








 (1) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

  
 (2) the Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and 
  
 (3) 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
Holders pursuant to Section 6.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the
Securities of such series. 
  
 (d) 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, if there shall be reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. 
  
 (e) 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. 
  
 Section 7.2. Notice of Defaults. 
  
 Within 90 days after actual knowledge by a Responsible Officer of the Trustee of the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such
series, as their names and addresses appear in the Securities Register, notice of such default, unless such default shall have been cured or waived; provided, however, that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest (including any Additional Interest) on any Security of such series, the Trustee shall be fully protected in withholding such notice if and so long as a committee of Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the Holders of Securities of such series; and provided, further, that, in the case of any default of the character specified in Section 6.1(3), no such notice to Holders of
Securities of such series shall be given until at least 30 days after the occurrence thereof. 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
7.3. Certain Rights of Trustee. 
  
 Subject to the provisions
of Section 7.1: 
  

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 (a) the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, Security or other paper or document believed by it to be genuine and to have been signed or presented by the
proper party or parties; 
  
 (b) any request or direction of the
Company or the Guarantor mentioned herein shall be sufficiently evidenced by a Company Request or Company Order or Guarantor Request or Guarantor Order, as the case may be, or as otherwise expressly provided herein and any resolution of the Board of
Directors shall be sufficiently evidenced by a Board Resolution; 
  
 (c) 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, conclusively rely upon an Officers’ Certificate; 
  
 (d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection
in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; 
  
 (e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request 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;

  
 (f) 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, indenture, Security or other paper or document, but the Trustee in its discretion may make
such inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company and the Guarantor,
personally or by agent or attorney; and 
  
 (g) 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. 
  

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 Section 7.4. Not Responsible for Recitals or Issuance of Securities and Guarantees. 
  
 The recitals contained herein and in the Securities and Guarantees, except
the Trustee’s certificates of authentication, shall be taken as the statements of the Company or the Guarantor, as the case may be, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or the Guarantees. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company or the
Guarantor of the Securities or the proceeds thereof. 
  
 Section 7.5. May Hold Securities. 
  
 The Trustee,
any Authenticating Agent, any Paying Agent, any Securities Registrar or any other agent of the Company or the Guarantor, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 7.8 and 7.13,
may otherwise deal with the Company and the Guarantor with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Securities Registrar or such other agent. 
  
 Section 7.6. 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 with the Company or the Guarantor. 
  
 Section 7.7. Compensation and Reimbursement. 
  
 The Company and the Guarantor agree 
  
 (1) to pay to the Trustee from time to time reasonable compensation for all
services rendered by it hereunder in such amounts as the Company, the Guarantor and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express
trust); 
  
 (2) 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 or bad faith; and 
  
 (3) to indemnify the Trustee, its officers, directors, shareholders, employees and agents for, and to hold it harmless against, any loss, liability or expense (including the reasonable compensation and the expenses
and disbursements of its agents and 
  

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 counsel) incurred without negligence or bad faith, arising out of or in connection with the acceptance or administration
of this trust or the performance of its duties 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. This
indemnification shall survive the termination of this Agreement. 
  
 This Section 7.7 shall survive the termination of this Indenture or the earlier resignation or removal of the Trustee. 
  
 To secure the Company’s and the Guarantor’s payment obligations in this Section, the Company, the Guarantor and the Holders agree that the
Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee. Such lien shall survive the satisfaction and discharge of this Indenture. 
  
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(4) or (5) occurs,
the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any successor statute. 
  
 Section 7.8. Disqualification; Conflicting Interests. 
  
 The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the
Trust Indenture Act. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of said Section 310(b). 
  
 Section 7.9. Corporate Trustee Required; Eligibility. 
  
 There shall at all times be a Trustee hereunder which shall be 
  
 (a) a corporation organized and doing business under the laws of the United States of America or of any State or Territory
or the District of Columbia, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority, or 
  
 (b) a corporation or other Person organized and doing business under the laws
of a foreign government that is permitted to act as Trustee pursuant to a rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers, and subject to supervision or examination by authority of such
foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, in either case having a combined capital and surplus of at least $50,000,000, subject to
supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of
this Section, the 
  

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 combined capital and surplus of such corporation 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 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. Neither the Company, the Guarantor nor any Person directly or indirectly controlling, controlled by or under common control with the Company or the Guarantor shall serve as Trustee for the Securities of any series issued hereunder.

  
 Section 7.10. Resignation and Removal; Appointment of
Successor. 
  
 (a) 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 under Section 7.11. 
  
 (b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof
to the Company and the Guarantor. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series. 
  
 (c) 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 Company and the Guarantor. 
  
 (d) If at any time: 
  
 (1) the Trustee shall fail to comply with Section 7.8 after written request therefor by the Company or the Guarantor 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 7.9 and shall fail to resign after written request therefor by the Company or the Guarantor 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, (i) the Company or the
Guarantor, acting pursuant to the authority of a Board Resolution, may remove the Trustee with respect to all Securities, or (ii) subject to Section 6.14, 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. 
  

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 (e) 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 Company, by a Board Resolution, shall promptly appoint a successor Trustee with respect to the Securities of that or those series. 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 Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and
supersede the successor Trustee appointed by the Company or the Guarantor. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Guarantor or the Holders and accepted appointment in
the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security for at least six months may, subject to Section 6.14, 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. 
  
 (f) The Company 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 by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of such series as their names and addresses appear in the Securities Register. 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 7.11. Acceptance of Appointment by Successor. 
  
 (a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company, the Guarantor and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company, the Guarantor 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. 
  
 (b) In case of the appointment
hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the Guarantor, 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 
  

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 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 Company, the Guarantor 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. 
  
 (c) Upon request of any such successor Trustee, the Company and the Guarantor shall execute any and all instruments for more fully and certainly vesting
in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be. 
  
 (d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under
this Article. 
  
 Section 7.12. Merger, Conversion,
Consolidation or Succession to Business. 
  
 Any corporation into
which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided 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, and in case any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor Trustee or in the name of
such successor Trustee, and in all 
  

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 cases the certificate of authentication shall have the full force which it is provided anywhere in the Securities or in
this Indenture that the certificate of the Trustee shall have. 
  
 Section 7.13. Preferential Collection of Claims Against Company and Guarantor. 
  
 If and when the Trustee shall be or become a creditor of the Company (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 Company or the Guarantor (or any such other obligor). 
  
 Section 7.14. Appointment of Authenticating Agent. 
  
 The Trustee may appoint an Authenticating Agent or Agents 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 original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, 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. Each Authenticating Agent shall be acceptable to the Company and the Guarantor and shall at all times be a corporation organized and doing business under the
laws of the United States of America, or of any State or Territory or the District of Columbia, authorized under such laws to act as Authenticating Agent, having 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 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 to all or substantially all of the corporate trust business of an Authenticating Agent shall be the successor Authenticating
Agent hereunder, provided 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. 
  

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 An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the
Company and the Guarantor. 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 Company and the Guarantor. 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 Company
and the Guarantor and shall give notice of such appointment in the manner provided in Section 1.6 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 provision of this Section. 
  
 The
Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 7.7.

  
 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 referred to in the within mentioned Indenture.

  
 Dated: 
  

	 JPMORGAN CHASE BANK
 As Trustee

		
	By:	 	 
	 	

	 	 	As Authenticating Agent


  

		
	By:	 	 
	 	

	 	 	Authorized Officer


  

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 ARTICLE VIII 
  
 HOLDER’S LISTS AND REPORTS BY TRUSTEE, COMPANY AND 
 GUARANTOR 
  
 Section 8.1. Company to Furnish Trustee Names and Addresses of Holders. 
  
 The Company and the Guarantor will furnish or cause to be furnished to the Trustee: 
  
 (a) semi-annually, not more than 15 days after April 15 and October 15 in each year, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Holders as of such April 15 and October 15, and 
  
 (b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company or the Guarantor 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 Securities Registrar. 
  
 Section 8.2. Preservation of Information, Communications to Holders. 
  
 (a) 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 8.1 and the names and addresses of Holders received by the Trustee in its capacity as Securities Registrar. The Trustee may destroy any list furnished to it as
provided in Section 8.1 upon receipt of a new list so furnished. 
  
 (b) 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 in the Trust Indenture
Act. 
  
 (c) Every Holder of Securities, by receiving and holding
the same, agrees with the Company, the Guarantor and the Trustee that neither the Company, the Guarantor nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of information as to the names and
addresses of the Holders made pursuant to the Trust Indenture Act. 
  
 Section 8.3. Reports by Trustee. 
  
 (a) 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. 
  

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 (b) Reports so required to be transmitted at stated intervals of not more than 12 months shall be
transmitted no later than March 31 in each calendar year, commencing with the first March 31 after the first issuance of Securities under this Indenture. 
  
 (c) 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 and also with the Commission. The Company or the Guarantor will notify the Trustee when any Securities are listed on any stock exchange. 
  

Section 8.4. Reports by Company and Guarantor. 
  
 The Company and the Guarantor shall file with the Trustee and with 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 in the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is required to be filed with the Commission. Notwithstanding that the Company may not be required to remain subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company and the Guarantor shall continue to file with the Commission and provide the Trustee with the annual reports and the information, documents and other reports which are
specified in Sections 13 and 15(d) of the Exchange Act. The Company and the Guarantor also shall comply with the other provisions of Trust Indenture Act Section 314(a). 
  
 ARTICLE IX 
  
 CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE 
  
 Section 9.1. Company May Consolidate, Etc., Only on Certain Terms. 
  
 The Company 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 Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless: 
  
 (1) in case the Company 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 Company is merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company substantially as an entirety shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State or the District of Columbia and shall expressly
assume, by an indenture supplemental hereto, executed and delivered by the successor corporation and the Guarantor to the 
  

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 Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and
interest (including any Additional Interest) on all the Securities and the performance of every covenant of this Indenture on the part of the Company 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 happened and be continuing; 
  
 (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and any such supplemental indenture
complies 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 6.1, may rely upon such Officers’ Certificate and Opinion of Counsel as
conclusive evidence that such transaction complies with this Section 9.1; and 
  
 (4) the Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the Guarantees remain in full force and effect. 
  
 Section 9.2. Successor Corporation Substituted. 
  
 Upon any consolidation or merger by the Company with or into any other
Person, or any conveyance, transfer or lease by the Company of its properties and assets substantially as an entirety to any Person in accordance with Section 9.1, the successor Person formed by such consolidation or into which the Company is merged
or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the
Company herein; and in the event of any such conveyance, transfer or lease the Company shall be discharged from all obligations and covenants under the Indenture and the Securities and may be dissolved and liquidated. 
  
 Such successor Person may cause to be signed, and may issue either in its own
name or in the name of the Company, any or all of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company 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 Company 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. 
  

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 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. 
  
 Section 9.3. Guarantor May Consolidate, Etc., Only on Certain Terms. 
  
 Nothing contained in this Indenture or in any of the Securities or Guarantees shall prevent any consolidation or merger of the Guarantor with or into any
other corporation or corporations (whether or not affiliated with the Guarantor), or successive consolidations or mergers in which the Guarantor or its successor or successors shall be a party or parties, or shall prevent any conveyance, transfer or
lease of the property of the Guarantor as an entirety or substantially as an entirety, to any other corporation (whether or not affiliated with the Guarantor) authorized to acquire and operate the same; provided, however, that 
  
 (1) in case the Guarantor shall consolidate with or merge into another
corporation or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the corporation formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer,
or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly
assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed and delivered by the Guarantor and the Company to the Trustee, in form satisfactory to the Trustee, the Guarantees endorsed on the
Securities and the performance of every covenant of this Indenture on the part of the Guarantor to be performed or observed; 
  
 (2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Guarantor or a Subsidiary as a
result of such transaction as having been incurred by the Guarantor or such Subsidiary at the time of 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
happened and be continuing; and 
  
 (3) the Guarantor has
delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent
herein provided for relating to such transaction have been complied with. 
  
 Section 9.4. Successor Corporation Substituted for Guarantor. 
  
 Upon any consolidation or merger or any conveyance, transfer or lease of the properties and assets of the Guarantor substantially as an entirety to any
Person in accordance with Section 9.3, the successor corporation formed by such consolidation or into which the Guarantor is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Guarantor under this Indenture with the same effect as if such successor corporation 
  

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 had been named as the Guarantor herein, and thereafter, except in the case of a lease to another Person, the predecessor
corporation shall be relieved of all obligations and covenants under this Indenture and the Guarantees. 
  
 Section 9.5. Assumption by Guarantor. 
  
 The Guarantor, or a Subsidiary thereof, may directly 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 Company to be performed or observed.
Upon any such assumption, the Guarantor or such Subsidiary shall succeed to, and be substituted for and may exercise every right and power of, the Company under this Indenture with the same effect as if the Guarantor or such Subsidiary had been
named as the Company herein and the Company shall be released from its liability as obligor on the Securities. No such assumption shall be permitted unless the Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that such assumption and supplemental indenture comply with this Article, and that all conditions precedent herein provided for relating to such transaction have been complied with and that, in the event of assumption by a
Subsidiary, the Guarantees remain in full force and effect. 
  
 ARTICLE X 
  
 SUPPLEMENTAL INDENTURES

  
 Section 10.1. Supplemental Indentures without
Consent of Holders. 
  
 Without the consent of any Holders, the
Company and the Guarantor, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

  
 (1) to evidence the succession of another Person to the
Company or the Guarantor, and the assumption by any such successor of the covenants of the Company or the Guarantor herein and in the Securities or the Guarantees; or 
  
 (2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power
herein conferred upon the Company or the Guarantor; or 
  
 (3) to
establish the form or terms of Securities of any series or the form of Guarantees relating thereto as permitted by Sections 2.1 or 3.1; or 
  
 (4) to add to the covenants of the Company or the Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are
to be for the benefit of less than all series of Securities, stating that such covenants are expressly being 
  

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 included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company or
the Guarantor; or 
  
 (5) to add any additional Events of Default
for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included
solely for the benefit of such series); or 
  
 (6) to change or
eliminate any of the provisions of this Indenture, provided that any such change or elimination shall become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision; or 
  
 (7) to cure any
ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such
action pursuant to this clause (7) shall not adversely affect the interest of the Holders of Securities of any series in any material respect; or 
  
 (8) 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 7.11(b); or 
  
 (9) to comply with the requirements of the Commission in order to effect or
maintain the qualification of this Indenture under the Trust Indenture Act; or 
  
 (10) to effect assumption by the Guarantor or a Subsidiary thereof pursuant to Section 9.5. 
  
 Section 10.2. 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 each series
affected by such supplemental indenture, by Act of said Holders delivered to the Company, the Guarantor and the Trustee, the Company and the Guarantor, 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 modifying in any manner the rights of the Holders of Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby, 
  
 (1) except to the extent permitted by Section 3.11 or as otherwise specified as contemplated by Section 2.1 or Section 3.1 with respect to the deferral of
the payment of interest on the Securities of any series, change the Stated Maturity of the principal of, or 
  

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 any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof
or the rate of interest thereon or reduce any premium payable upon the redemption thereof, or reduce the amount of principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.2, or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof
(or, in the case of redemption, on or after the Redemption Date); 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 6.13 or Section 11.8, 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 Security affected thereby; or 
  
 (4) modify or affect in any manner adverse to the Holders the terms and conditions of the obligation of the Guarantor in respect of the due and punctual
payment of the principal of, premium, if any, or interest or sinking fund payments, if any, on the Securities; or 
  
 (5) modify the provisions in Article XIV of this Indenture with respect to the subordination of Outstanding Securities of any series and the Guarantees in
a manner adverse to the Holders thereof. 
  
 A supplemental
indenture that changes or eliminates any covenant or other provision of this Indenture that 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. 
  
 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 10.3. 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 7.1) shall be fully protected in conclusively relying upon, an Officers’ Certificate and an Opinion of 
  

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 Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture, and that
all conditions precedent have been complied with. 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 10.4. 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 10.5. Conformity with
Trust Indenture Act. 
  
 Every supplemental indenture executed
pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect. 
  
 Section 10.6. Reference in Securities to Supplemental Indentures. 
  
 Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Company or the Guarantor, bear a notation in form approved by the Company or the Guarantor as to any matter provided for in such supplemental indenture. If the Company or the Guarantor shall so determine, new Securities of
any series so modified as to conform, in the opinion of the Company and the Guarantor, to any such supplemental indenture may be prepared and executed by the Company, with the Guarantee of the Guarantor endorsed thereon, and authenticated and
delivered by the Trustee in exchange for Outstanding Securities of such series. 
  
 ARTICLE XI 
  
 COVENANTS

  
 Section 11.1. Payment of Principal, Premium and
Interest. 
  
 The Company covenants and agrees for the benefit of
each series of securities that it will duly and punctually pay the principal of (and premium, if any) and interest (including Additional Interest) on the Securities of that series in accordance with the terms of such Securities and this Indenture.

  
 Section 11.2. Maintenance of Office or Agency.

  
 The Company or the Guarantor 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 and an office or agency where Securities of that series may be 
  

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 surrendered for transfer or exchange and where notices and demands to or upon the Company or the Guarantor in respect of
the Securities of that series and the Guarantees relating thereto and this Indenture may be served. The Company initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes. The Company will give prompt
written notice to the Trustee of any change in the location of any such office or agency. If at any time the Company and the Guarantor shall fail to maintain such 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 Company and the Guarantor each hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices
and demands. 
  
 The Company and the Guarantor may also from time
to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of the Guarantor of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company and the Guarantor will give prompt written
notice to the Trustee of any such designation and any change in the location of any such office or agency. 
  
 Section 11.3. Money for Security Payments to be Held in Trust. 
  
 If the Company 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 (and premium, if any) or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or
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 failure so to act. 
  
 Whenever the Company shall have one or more Paying Agents, it will, prior to 11:00 a.m. New York City time on each due date
of the principal of or interest on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such
principal and premium (if any) or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its failure so to act. 
  

The Company will cause each Paying Agent 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 (including Additional Interest) on Securities in trust
for the benefit of 
  

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 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 Company or
the Guarantor (or any other obligor upon the Securities) in the making of any payment of principal (and premium, if any) or interest (including Additional Interest); 
  
 (3) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the
Trustee all sums so held in trust by such Paying Agent; and 
  
 (4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent. 
  
 The Company or the Guarantor 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 or Guarantor Order, as the case may be, direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such
sums were held by the Company 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
Company, in trust for the payment of the principal of (and premium, if any) or interest (including Additional Interest) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and
payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Company Request to the Company (or if deposited by the Guarantor, paid on Guarantor Request to the Guarantor),
or (if then held by the Company) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured
general creditor, look only to the Company and the Guarantor for payment thereof, and all liability of the Trustee, its officers, directors, shareholders employees and agents or such Paying Agent with respect to such trust money, and all liability
of the Company 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 Company 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, 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 Company or the Guarantor, as the case may be. 
  

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 Section 11.4. Corporate Existence. 
  
 Subject to Article IX, the Company and the Guarantor will do or cause to be done all things necessary to preserve and keep
in full force and effect their respective corporate existences and their respective rights (charter and statutory) and franchises; provided, however, that neither the Company nor the Guarantor shall be required to preserve any such right or
franchise if the Company or the Guarantor, as the case may be, shall determine that the preservation thereof is no longer desirable in the conduct of its business and that the loss thereof is not disadvantageous in any material respect to the
Holders. 
  
 Section 11.5. Company Statement as to
Compliance. 
  
 The Company shall deliver to the Trustee, within
120 days after the end of each calendar year of the Company ending after the date hereof, an Officers’ Certificate covering the preceding calendar year, stating whether or not to the best knowledge of the signers thereof the Company is in
default in the performance, observance or fulfillment of or compliance with any of the terms, provisions, covenants and conditions of this Indenture, and if the Company shall be in default, specifying all such defaults and the nature and status
thereof of which they may have knowledge. For the purpose of this Section 11.5, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture. 
  
 Section 11.6. Guarantor Statement as to Compliance. 
  
 The Guarantor will deliver to the Trustee, within 120 days after the end of
each fiscal year, a written statement, which need not comply with Section 1.2, signed by the Chairmen of the Board, a Vice Chairman, the President or a Vice President and by the Treasurer or an Assistant Treasurer of the Guarantor, stating, as to
each signer thereof, that 
  
 (1) a review of the activities of
the Guarantor during such year and of performance under this Indenture has been made under his supervision, and 
  
 (2) to the best of his knowledge, based on such review, (a) the Guarantor has fulfilled all its obligations under this Indenture throughout such year, or,
if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both
would become, an Event of Default under Section 6.1 or if such an event has occurred and is continuing, specifying each such event known to him and the nature and status thereof. 
  
 Section 11.7. Limitation Upon Disposition of Voting Stock of Company. 
  
 So long as any of the Securities shall be Outstanding, but subject to the
provisions of Article IX, the Guarantor will not sell, assign, transfer, grant a security interest in or 
  

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 otherwise dispose of any shares of, securities convertible into or options, warrants or rights to subscribe for or
purchase shares of, Voting Stock of the Company, nor will it permit the Company (or any successor thereto) (a) to issue, except to the Guarantor, any shares of, securities convertible into or options, warrants or rights to subscribe for or purchase
shares of, Voting Stock of the Company, (b) to merge or consolidate with another Person, other than the Guarantor, or (c) to sell, assign, transfer, grant a security interest in or otherwise dispose of or lease all or substantially all of the assets
of the Company. 
  
 Section 11.8. Waiver of Certain
Covenants. 
  
 The Company or the Guarantor, as the case may be,
may omit in any particular instance to comply with any covenant or condition provided pursuant to Section 3.1, 10.1(3) or 10.1(4) with respect to the Securities of any series, if before or after the time for such compliance the Holders of at least 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 covenant or condition, but no such waiver shall extend to
or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the Guarantor and the duties of the Trustee in respect of any such covenant or condition
shall remain in full force and effect. 
  
 Section 11.9.
Additional Covenants. 
  
 The Company covenants and agrees
with each Holder of Securities of each series that it shall not, and it shall not permit any Subsidiary of the Company to, (a) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect
to, any shares of the Company’s capital stock, or (b) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the
Securities of such series or make any guarantee payments with respect to any guarantee by the Company of debt securities of any subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the Securities (other than (a)
dividends or distributions in capital stock of the Company, (b) any declaration of a dividend in connection with the implementation of a Rights Plan, or the redemption or repurchase of any rights distributed pursuant to a Rights Plan and (c)
purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and
stock purchase plan, or related to the issuance of Common Stock (or securities convertible into or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of the event referred to
below) if at such time (i) there shall have occurred any event of which the Company has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default with respect to the Securities of such
series and (B) in respect of which the Company shall not have 
  

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 taken reasonable steps to cure or (iii) the Company shall have given notice of its election to begin an Extension Period
with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing. 
  
 ARTICLE XII 
  
 REDEMPTION OF SECURITIES 
  
 Section 12.1. Applicability of This Article. 
  
 Redemption of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by any form of Security issued
pursuant to this Indenture shall be made in accordance with such form of Security and this Article; provided, however, that if any provision of any such form of Security shall conflict with any provision of this Article, the provision of such form
of Security shall govern. 
  
 Section 12.2. Election to
Redeem; Notice to Trustee. 
  
 The election of the Company to
redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of any Securities of a series, the Company shall, not less than 30 nor more than 60 days prior to the Redemption
Date (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such date and of the principal amount of Securities of that series to be redeemed. In the case of any redemption of Securities prior to the expiration of any
restriction on such redemption provided in the terms of such Securities, the Company shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel evidencing compliance with such restriction. 
  
 Section 12.3. Selection 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 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. 
  

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 The Trustee shall promptly notify the Company and the Guarantor in writing of the Securities selected for
partial redemption and the principal amount thereof to be redeemed. 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 Security redeemed
or to be redeemed only in part, to the portion of the principal amount of such Security which has been or is to be redeemed. If the Company or the Guarantor shall so direct, Securities registered in the name of the Company, the Guarantor, any
Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption. 
  
 Section 12.4. Notice of Redemption. 
  
 Notice of redemption shall be given by first-class mail, postage prepaid, mailed not later than the thirtieth day, and not earlier than the sixtieth day,
prior to the Redemption Date, to each Holder of Securities to be redeemed, at the address of such Holder as it appears in the Securities Register. 
  
 With respect to Securities of each series to be redeemed, each notice of redemption shall state: 
  
 (a) the Redemption Date; 
  
 (b) the Redemption Price; 
  
 (c) if less than all Outstanding Securities of such particular series and
having the same terms are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Securities to be redeemed; 
  
 (d) that on the Redemption Date, the Redemption Price will become due and payable upon each such Security or portion
thereof, and that interest thereon, if any, shall cease to accrue on and after said date; 
  
 (e) the place or places where such Securities are to be surrendered for payment of the Redemption Price; and 
  
 (f) that the redemption is for a sinking fund, if such is the case. 
  
 Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the Company and shall not be irrevocable. The notice if mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of
any other Security. 
  

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 Section 12.5. Deposit of Redemption Price. 
  
 Prior to 11:00 a.m. New York City time on the Redemption Date specified in
the notice of redemption given as provided in Section 12.4, the Company will deposit with the Trustee or with one or more Paying Agents (or if the Company is acting as its own Paying Agent, the Company will segregate and hold in trust as provided in
Section 11.3) an amount of money sufficient to pay the Redemption Price of, and any accrued interest (including Additional Interest) on, all the Securities which are to be redeemed on that date. 
  
 Section 12.6. Payment of Securities Called for Redemption. 

 
 If any notice of redemption has been given as provided in Section 12.4,
the Securities or portion of Securities with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable Redemption Price. On presentation and surrender of
such Securities at a Place of Payment in said notice specified, the said securities or the specified portions thereof shall be paid and redeemed by the Company at the applicable Redemption Price, together with accrued interest (including any
Additional Interest) to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, 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 3.7. 
  
 Upon presentation of any Security redeemed in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Company, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed portion
of the Security so presented and having the same Original Issue Date, Stated Maturity and terms. If a Global Security is so surrendered, such new Security will also be a new Global Security. 
  
 If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal of and premium, if any, on such Security shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security. 
  
 ARTICLE XIII 
  
 SINKING FUNDS 
  
 Section 13.1. 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 3.1 for such Securities. 
  

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 The minimum amount of any sinking fund payment provided for by the terms of any Securities of any series
is herein referred to as a “mandatory sinking fund payment”, and any sinking fund payment in excess of such minimum amount which is permitted to be made by the terms of such Securities of any series is herein referred to as an
“optional sinking fund payment”. If provided for by the terms of any Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 13.2. Each sinking fund payment shall be applied
to the redemption of Securities of any series as provided for by the terms of such Securities. 
  
 Section 13.2. Satisfaction of Sinking Fund Payments with Securities. 
  
 In lieu of making all or any part of a mandatory sinking fund payment with respect to any Securities of a series in cash, the Company may at its option,
at any time no more than 16 months and no less than 30 days prior to the date on which such sinking fund payment is due, deliver to the Trustee Securities of such series (together with the unmatured coupons, if any, appertaining thereto) theretofore
purchased or otherwise acquired by the Company, except Securities of such series that have been redeemed through the application of mandatory or optional sinking fund payments pursuant to the terms of the Securities of such series, accompanied by a
Company Order instructing the Trustee to credit such obligations and stating that the Securities of such series were originally issued by the Company by way of bona fide sale or other negotiation for value; 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 for such Securities, 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 13.3. Redemption of Securities for Sinking Fund. 
  

Not less than 60 days prior to each sinking fund payment date for any series of Securities, the Company will deliver to the Trustee an Officers’
Certificate specifying the amount of the next ensuing 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 in the currency in which the Securities
of such series are payable (except as provided pursuant to Section 3.1) and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 13.2 and will also deliver to the Trustee any Securities to
be so delivered. Such Officers’ Certificate shall be irrevocable and upon its delivery the Company shall be obligated to make the cash payment or payments therein referred to, if any, on or before the succeeding sinking fund payment date. In
the case of the failure of the Company to deliver such Officers’ Certificate (or, as required by this Indenture, the Securities and coupons, if any, specified in such Officers’ Certificate), the sinking fund payment due on the succeeding
sinking fund payment date for such series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of the Securities of such series subject to a mandatory sinking fund payment 
  

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 without the right to deliver or credit securities as provided in Section 13.2 and without the right to make the optional
sinking fund payment with respect to such series at such time. 
  
 Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made with respect to the Securities of any particular series shall be applied by the Trustee (or by the
Company if the Company is acting as its own Paying Agent) on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date immediately following the date
of such payment) to the redemption of Securities of such series at the Redemption Price specified in such Securities with respect to the sinking fund. Any sinking fund moneys not so applied or allocated by the Trustee (or, if the Company is acting
as its own Paying Agent, segregated and held in trust by the Company as provided in Section 11.3) for such series and together with such payment (or such amount so segregated) shall be applied in accordance with the provisions of this Section 13.3.
Any and all sinking fund moneys with respect to the Securities of any particular series held by the Trustee (or if the Company is acting as its own Paying Agent, segregated and held in trust as provided in Section 11.3) on the last sinking fund
payment date with respect to Securities of such series and not held for the payment or redemption of particular Securities of such series shall be applied by the Trustee (or by the Company if the Company is acting as its own Paying Agent), together
with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the principal of the Securities of such series at Maturity. The Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 12.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 12.4. Such notice having been duly given, the redemption
of such Securities shall be made upon the terms and in the manner stated in Section 12.6. On or before each sinking fund payment date, the Company shall pay to the Trustee (or, if the Company is acting as its own Paying Agent, the Company shall
segregate and hold in trust as provided in Section 11.3) in cash a sum in the currency in which Securities of such series are payable (except as provided pursuant to Section 3.1) equal to the principal and any interest accrued to the Redemption Date
for Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 13.3. 
  
 Neither the Trustee nor the Company shall redeem any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of
such series by operation of the sinking fund for such series during the continuance of a default in payment of interest, if any, on any Securities of such series or of any Event of Default (other than an Event of Default occurring as a consequence
of this paragraph) with respect to the Securities of such series, except that if the notice of redemption shall have been provided in accordance with the provisions hereof, the Trustee (or the Company, if the Company is then acting as its own Paying
Agent) shall redeem such Securities if cash sufficient for that purpose shall be deposited with the Trustee (or segregated by the Company) for that purpose in accordance with the terms of this Article XIII. Except as aforesaid, any moneys in the
sinking fund for such series at the time when any such 
  

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 default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the payment of the Securities and coupons, if any, of such series; provided, however, that in case such default or Event of Default shall have been cured or waived herein, such
moneys shall thereafter be applied on the next sinking fund payment date for the Securities of such series on which such moneys may be applied pursuant to the provisions of this Section 13.3. 
  
 ARTICLE XIV 
  
 SUBORDINATION OF SECURITIES AND GUARANTEES 
  
 Section 14.1. Securities Subordinate to Senior Debt. 
  
 The Company covenants and agrees, and each Holder of a Security, by its
acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of
the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Debt. 
  
 Section 14.2. Payment Over of Proceeds Upon Dissolution, Etc. 
  
 In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other similar judicial proceeding relative to the Company (each such event, if any, herein sometimes referred to as a “Proceeding”), then the holders of Senior Debt shall be entitled to receive payment in full of all amounts
due or to become due on such Senior Debt, or provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive or
retain any payment or distribution of any kind or character, whether in cash, property or securities (including any payment or distribution which may be payable or deliverable by reason of the payment of any other Debt of the Company (including any
series of the Securities) subordinated to the payment of the Securities, such payment or distribution being hereinafter referred to as a “Junior Subordinated Payment”), on account of principal of (or premium, if any) or interest (including
any Additional Interest) on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary and to that end the holders of Senior Debt shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, which may be payable or deliverable in respect of the Securities in any such Proceeding; provided,
however, that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Senior Debt to pay such amounts over to the 
  

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 obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company’s business.

  
 In the event that, notwithstanding the foregoing provisions of
this Section, the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, including any Junior Subordinated Payment, before all
amounts due or to become due on all Senior Debt are paid in full or payment thereof is provided for in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, and if such fact shall, at or prior to the time of
such payment or distribution, have been made actually known to a Responsible Officer of the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in
bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all amounts due or to become due on all Senior Debt remaining unpaid, to
the extent necessary to pay all amounts due or to become due on all Senior Debt in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt; provided, however, that holders of Senior Debt shall not be
entitled to receive payment of any such amounts to the extent that such holders would be required by the subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in
the ordinary course of the Company’s business. 
  
 For
purposes of this Article only, the words “any payment or distribution of any kind or character, whether in cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized or readjusted, or
securities of the Company or any other corporation provided for by a plan of reorganization or readjustment which securities are subordinated in right of payment to all then outstanding Senior Debt to substantially the same extent as the Securities
are so subordinated as provided in this Article. The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the sale of all or substantially all of its
properties and assets as an entirety to another Person upon the terms and conditions set forth in Article IX shall not be deemed a Proceeding for the purposes of this Section if the Person formed by such consolidation or into which the Company is
merged or the Person which acquires by sale such properties and assets as an entirety, as the case may be, shall, as a part of such consolidation, merger, or sale comply with the conditions set forth in Article IX. 
  
 Section 14.3. Guarantees Subordinate to Senor Debt of the Guarantor.

  
 The Guarantor covenants and agrees that, anything in this
Indenture, the Securities or the Guarantees to the contrary notwithstanding, the obligations of the Guarantor under the Guarantees relating to payment of principal of and interest on the Securities are subordinate and junior in right of payment to
all Senior Debt of the Guarantor to the extent provided herein, and each Holder, by his acceptance thereof, 
  

 74 








 likewise covenants and agrees to the subordination herein provided and shall be bound by the provisions hereof. Senior
Debt of the Guarantor shall continue to be Senior Debt of the Guarantor and entitled to the benefits of these subordination provision irrespective of any amendment, modification or waiver of any term of the Senior Debt of the Guarantor or extension
or renewal of the Senior Debt of the Guarantor. 
  
 In the event
the Guarantor shall default in the payment of any principal of (or premium, if any) or interest on any Senior Debt of the Guarantor when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or
otherwise, then, upon written notice of such default to the Guarantor by the holders of Senior Debt or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment
(in cash, property, security, by set-off or otherwise) under the Guarantees shall be made or agreed to be made on account of the principal of or interest on the indebtedness evidenced by any of the Securities, or in respect of any redemption,
retirement, purchase or other acquisition of any of the Securities. 
  
 In the event of 
  
 (a) any insolvency, bankruptcy
receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to the Guarantor, its creditors or its property, 
  
 (b) any proceeding for the liquidation, dissolution or other winding up of the Guarantor, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings, 
  
 (c) any assignment by the Guarantor
for the benefit of creditors, or 
  
 (d) any other marshalling of
the assets of the Guarantor, 
  
 all Senior Debt of the Guarantor
(including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution under the Guarantees whether in cash, securities or other property, shall be made to any Holder
of Securities on account of any Securities. Any payment or distribution under the Guarantees, whether in cash, securities or other property (other than securities of the Guarantor or any other corporation provided for by a plan of reorganization or
readjustment the payment of which is subordinate, at least, to the extent provided in these subordination provision with respect to the Guarantees, to the payment of all Senior Debt of the Guarantor at the time outstanding and to any Securities
issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Guarantees shall be paid or delivered directly to the
holders of Senior Debt of the Guarantor in accordance with the priorities then existing among such holders until all Senior Debt of the Guarantor (including any interest thereon accruing after the commencement of any such proceedings) shall have
been paid in full. 
  

 75 








 In the event that, notwithstanding the foregoing, any payment or distribution under the Guarantees of any
character or any security, whether in cash, securities or other property (other than securities of the Guarantor or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the
extent provided in these subordination provision with respect to the Guarantees, to the payment of all Senior Indebtedness of the Guarantor at the time outstanding and to any securities issued in respect thereto under any such plan of reorganization
or readjustment), shall be received by the Trustee or any Holder of any of the Securities in contravention of any of the terms hereof, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over or
delivered and transferred to, the holders of the Senior Debt of the Guarantor at the time outstanding in accordance with the priorities then existing among such holders for application to the extent necessary to pay all such Senior Debt of the
Guarantor in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Debt of the Guarantor is hereby irrevocably authorized to endorse or assign the same.

  
 No present or future holder of any Senior Debt of the
Guarantor shall be prejudiced in the right to enforce subordination of the Guarantees by any act or failure to act on the part of the Guarantor. Nothing contained herein shall impair, as between the Guarantor and the Holders, the obligation of the
Guarantor under the Guarantees, which is absolute and unconditional, to pay to the Holders of Securities of each series the principal of and interest on the Securities of such series, as and when the same shall become due and payable, or prevent the
Trustee or the Holders of Securities of such series from exercising all rights, powers and remedies otherwise permitted by applicable law or hereunder upon an Event of Default hereunder, all subject to the right of the holders of the Senior Debt of
the Guarantor to receive cash, securities or other property there is payable or deliverable under the Guarantees to such Holders. 
  
 Senior Debt of the Guarantor shall not be deemed to have been paid in full unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Debt of the Guarantor then outstanding. Upon the payment in full of all Senior Debt of the Guarantor, the Trustee and the Holders of Securities of each series shall be subrogated to all rights of any
holders of Senior Debt of the Guarantor to receive any further payments or distributions applicable to the Senior Debt of the Guarantor until the Securities of such series shall have been paid in full, and such payments or distributions received by
the Trustee and the Holders of Securities of such series by reason of such subrogation, of cash, securities or other property which otherwise would be paid or distributed to the holders of Senior Debt of the Guarantor, shall, as between the
Guarantor and its creditors other than the holders of Senior Debt of the Guarantor, on the one hand, and such Holders, on the other hand, be deemed to be a payment by the Guarantor on account of Senior Debt of the Guarantor and not under the
Guarantees. 
  

 76 








 The Trustee and Holders will take such action (including, without limitation, the delivery of this
Indenture to an agent for the holders of Senior Debt of the Guarantor or consent to the filing of a financing statement with respect thereto) as any, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior
Debt of the Guarantor at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions. 
  
 Section 14.4. Prior Payment to Senior Debt Upon Acceleration of Securities. 
  
 In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the
holders of the Senior Debt outstanding at the time such Securities so become due and payable shall be entitled to receive payment in full of all amounts due on or in respect of such Senior Debt (including any amounts due upon acceleration), or
provision shall be made for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, before the Holders of the Securities are entitled to receive any payment or distribution of any kind or
character, whether in cash, properties or securities (including any Junior Subordinated Payment) by the Company on account of the principal of (or premium, if any) or interest (including any Additional Interest) on the Securities or on account of
the purchase or other acquisition of Securities by the Company or any Subsidiary; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as otherwise specified
as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 13.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have been acquired (upon
redemption or otherwise) prior to such declaration of acceleration; provided, further, however, that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders would be required by the
subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company’s business. 
  
 In the event that, notwithstanding the foregoing, the Company shall make any
payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made actually known to a Responsible Officer of the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. 
  
 The provisions of this Section shall not apply to any payment with respect to which Section 14.2 would be applicable. 
  
 Section 14.5. No Payment When Senior Debt in Default. 
  
 (a) In the event and during the continuation of any default in the payment of
principal of (or premium, if any) or interest on any Senior Debt, or in the event that any event of default with respect to any Senior Debt shall have occurred and be continuing 
  

 77 








 and shall have resulted in such Senior Debt becoming or being declared due and payable prior to the date on which it
would otherwise have become due and payable, unless and until such event of default shall have been cured or waived or shall have ceased to exist and such acceleration shall have been rescinded or annulled, or (b) in the event any judicial
proceeding shall be pending with respect to any such default in payment or such event or default, then no payment or distribution of any kind or character, whether in cash, properties or securities (including any Junior Subordinated Payment) shall
be made by the Company on account of principal of (or premium, if any) or interest (including any Additional Interest), if any, on the Securities or on account of the purchase or other acquisition of Securities by the Company or any Subsidiary, in
each case unless and until all amounts due or to become due on such Senior Debt are paid in full; provided, however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with this Indenture or as
otherwise specified as contemplated by Section 3.1 for the Securities of any series by delivering and crediting pursuant to Section 13.2 or as otherwise specified as contemplated by Section 3.1 for the Securities of any series Securities which have
been acquired (upon redemption or otherwise) prior to such default in payment or event of default; provided further, however, that holders of Senior Debt shall not be entitled to receive payment of any such amounts to the extent that such holders
would be required by the subordination provisions of such Senior Debt to pay such amounts over to the obligees on trade accounts payable or other liabilities arising in the ordinary course of the Company’s business. 
  
 In the event that, notwithstanding the foregoing, the Company shall make any
payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made actually known to a Responsible Officer of the Trustee or,
as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company. 
  
 The provisions of this Section shall not apply to any payment with respect to which Section 14.2 would be applicable. 
  
 Section 14.6. Payment Permitted If No Default. 
  
 Nothing contained in this Article or elsewhere in this Indenture or in any of
the Securities or the Guarantees shall prevent (a) the Company, at any time except during the pendency of any Proceeding referred to in Section 14.2 or under the conditions described in Sections 14.4 and 14.5, or the Guarantor, at any time except
during the pendency of any Proceeding referred to in Section 14.4 [or under the conditions described in Sections 14.5 and 14.6], from making payments at any time of principal of (and premium, if any) or interest (including Additional Interest) on
the Securities or under the Guarantees, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest (including any Additional Interest) on the
Securities or under the Guarantees or the retention of such payment by the Holders, if, at the time of such application by the 
  

 78 








 Trustee, a Responsible Officer of the Trustee did not have actual knowledge that such payment would have been prohibited
by the provisions of this Article. 
  
 Section 14.7.
Subrogation to Rights of Holders of Senior Debt. 
  
 Subject to
the payment in full of all amounts due or to become due on all Senior Debt to the extent provided herein, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Debt, the Holders
of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Debt pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Company which by
its express terms is subordinated to Senior Debt of the Company to substantially the same extent as the Securities are subordinated to the Senior Debt and is entitled to like rights of subrogation by reason of any payments or distributions made to
holders of such Senior Debt) to the rights of the holders of such Senior Debt to receive payments and distributions of cash, property and securities applicable to the Senior Debt until the principal of (and premium, if any) and interest (including
Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Debt of any cash, property or securities to which the Holders of the Securities or the Trustee
would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Debt by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other
than holders of Senior Debt, and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Debt. 
  
 Section 14.8. Provisions Solely to Define Relative Rights. 
  

The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one
hand and the holders of Senior Debt on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as between the Company and the Holders of the Securities, the
obligations of the Company, which are absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest (including any Additional Interest) on the Securities as and when the same shall become due
and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than their rights in relation to the holders of Senior Debt; or (c) prevent the
Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture including, without limitation, filing and voting claims in any Proceeding, subject to the rights, if any,
under this Article of the holders of Senior Debt to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder. 
  

 79 








 Section 14.9. Trustee to Effectuate Subordination. 
  
 Each Holder of a Security by his or her acceptance thereof authorizes and
directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination provided in this Article and appoints the Trustee his or her attorney-in-fact for any and all such
purposes. 
  
 Section 14.10. No Waiver of Subordination
Provisions. 
  
 No right of any present or future holder of any
Senior Debt to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with. 
  
 Without in any way limiting the generality of the immediately preceding paragraph, the holders of Senior Debt may, at any
time and from to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article
or the obligations hereunder of the Holders of the Securities to the holders of Senior Debt, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Debt, or
otherwise amend or supplement in any manner Senior Debt or any instrument evidencing the same or any agreement under which Senior Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise
securing Senior Debt; (iii) release any Person liable in any manner for the collection of Senior Debt; and (iv) exercise or refrain from exercising any rights against the Company and any other Person. 
  
 Section 14.11. Notice to Trustee. 
  
 The Company shall give prompt written notice to the Trustee of any fact known
to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge
of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Debt or
from any trustee, agent or representative therefor; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any monies may
become payable for any purpose (including, without limitation, the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding,
the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received 
  

 80 








 and shall not be affected by any notice to the contrary which may be received by it within two Business Days prior to
such date. 
  
 Subject to the provisions of Section 7.1, the
Trustee shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Debt (or a trustee therefor) to establish that such notice has been given by a holder of Senior Debt
(or a trustee therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or
distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to
receive such payment. 
  
 Section 14.12. Reliance on
Judicial Order or Certificate of Liquidating Agent. 
  
 Upon any
payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 7.1, and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any
court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or
distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Debt and other indebtedness of the Company, the
amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article. 
  
 Section 14.13. Trustee Not Fiduciary for Holders of Senior Debt. 
  
 The Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to the holders
of Senior Debt and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Debt
shall be entitled by virtue of this Article or otherwise. 
  
 Section 14.14. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights. 
  
 The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Debt which may at any time
be held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 7.7. 
  

 81 








 Section 14.15. Article Applicable to Paying Agents. 
  
 In case at any time any Paying Agent other than the Trustee shall have been
appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as
fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee. 
  
 Section 14.16. Certain Conversions or Exchanges Deemed Payment. 
  
 For the purposes of this Article only, (a) the issuance and delivery of junior securities upon conversion or exchange of
Securities shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest (including any Additional Interest) on Securities or on account of the purchase or other acquisition of
Securities, and (b) the payment, issuance or delivery of cash, property or securities (other than junior securities) upon conversion or exchange of a Security shall be deemed to constitute payment on account of the principal of such security. For
the purposes of this Section, the term “junior securities” means (i) shares of any stock of any class of the Company and (ii) securities of the Company which are subordinated in right of payment to all Senior Debt which may be outstanding
at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. 
  
 * * * * 
  
 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. 
  

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

	MELLON FUNDING CORPORATION
		
	By	 	 
	 	

	Name:	 	 
	Title:	 	 


  

	Attest:
	
	  
	

	Name:
	Title:

  

	MELLON FINANCIAL CORPORATION
		
	By	 	 
	 	

	Name:	 	 
	Title:	 	 


  

	Attest:
	
	  
	

	Name:
	Title:

  

 83 









	 JPMORGAN CHASE BANK
 as Trustee

		
	By	 	 
	 	

	Name:	 	 
	Title:	 	 


  

	Attest:
	
	  
	

	Name:
	Title:

  

 84 








 TABLE OF CONTENTS 
  

	 ARTICLE I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	  	1
	 Section 1.1. Definitions
	  	1
	 Section 1.2. Compliance Certificate and Opinions
	  	9
	 Section 1.3. Forms of Documents Delivered to Trustee
	  	9
	 Section 1.4. Acts of Holders
	  	10
	 Section 1.5. Notices, Etc. to Trustee, Company and Guarantor
	  	12
	 Section 1.6. Notice to Holders; Waiver
	  	13
	 Section 1.7. Conflict with Trust Indenture Act
	  	13
	 Section 1.8. Effect of Headings and Table of Contents
	  	13
	 Section 1.9. Successors and Assigns
	  	13
	 Section 1.10. Separability Clause
	  	13
	 Section 1.11. Benefits of Indenture
	  	13
	 Section 1.12. Governing Law
	  	14
	 Section 1.13. Non-Business Days
	  	14
		
	 ARTICLE II SECURITY FORMS
	  	14
	 Section 2.1. Forms Generally
	  	14
	 Section 2.2. Form of Face of Security
	  	15
	 Section 2.3. Form of Reverse of Security
	  	18
	 Section 2.4. Additional Provisions Required in Global Security
	  	21
	 Section 2.5. Form of Trustee’s Certificate of Authentication
	  	21
	 Section 2.6. Form of Guarantee
	  	21
		
	 ARTICLE III THE SECURITIES
	  	23
	 Section 3.1. Title and Terms
	  	23
	 Section 3.2. Denominations
	  	26
	 Section 3.3. Execution, Authentication, Delivery and Dating
	  	26
	 Section 3.4. Temporary Securities
	  	28
	 Section 3.5. Registration, Transfer and Exchange
	  	28
	 Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities
	  	30
	 Section 3.7. Payment of Interest; Interest Rights Preserved
	  	31
	 Section 3.8. Persons Deemed Owners
	  	33
	 Section 3.9. Cancellation
	  	33
	 Section 3.10. Computation of Interest
	  	33
	 Section 3.11. Deferrals of Interest Payment Dates
	  	33
	 Section 3.12. Agreed Tax Treatment
	  	34
	 Section 3.13. Shortening or Extension of Stated Maturity
	  	35
	 Section 3.14. CUSIP Numbers
	  	35
		
	 ARTICLE IV GUARANTEE OF SECURITIES
	  	35
	 Section 4.1. Unconditional Guarantee
	  	35
	 Section 4.2. Execution of Guarantees
	  	36

  

 i 









	 ARTICLE V SATISFACTION AND DISCHARGE.
	  	37
	 Section 5.1. Satisfaction and Discharge of Indenture
	  	37
	 Section 5.2. Application of Trust Money.
	  	38
		
	 ARTICLE VI REMEDIES
	  	38
	 Section 6.1. Events of Default
	  	38
	 Section 6.2. Acceleration of Maturity; Rescission and Annulment.
	  	39
	 Section 6.3. Collection of Indebtedness and Suits for Enforcement by Trustee
	  	40
	 Section 6.4. Trustee May File Proofs of Claim.
	  	41
	 Section 6.5. Trustee May Enforce Claims Without Possession of Securities
	  	42
	 Section 6.6. Application of Money Collected.
	  	42
	 Section 6.7. Limitation on Suits
	  	43
	 Section 6.8. Unconditional Right of Holders to Receive Principal, Premium and Interest
	  	44
	 Section 6.9. Restoration of Rights and Remedies.
	  	44
	 Section 6.10. Rights and Remedies Cumulative.
	  	44
	 Section 6.11. Delay or Omission Not Waiver.
	  	44
	 Section 6.12. Control by Holders.
	  	44
	 Section 6.13. Waiver of Past Defaults
	  	45
	 Section 6.14. Undertaking for Costs
	  	45
	 Section 6.15. Waiver of Usury, Stay or Extension Laws
	  	46
		
	 ARTICLE VII THE TRUSTEE
	  	46
	 Section 7.1. Certain Duties and Responsibilities
	  	46
	 Section 7.2. Notice of Defaults.
	  	47
	 Section 7.3. Certain Rights of Trustee
	  	47
	 Section 7.4. Not Responsible for Recitals or Issuance of Securities and Guarantees
	  	49
	 Section 7.5. May Hold Securities
	  	49
	 Section 7.6. Money Held in Trust
	  	49
	 Section 7.7. Compensation and Reimbursement.
	  	49
	 Section 7.8. Disqualification; Conflicting Interests
	  	50
	 Section 7.9. Corporate Trustee Required; Eligibility
	  	50
	 Section 7.10. Resignation and Removal; Appointment of Successor
	  	51
	 Section 7.11. Acceptance of Appointment by Successor.
	  	52
	 Section 7.12. Merger, Conversion, Consolidation or Succession to Business
	  	53
	 Section 7.13. Preferential Collection of Claims Against Company and Guarantor
	  	54
	 Section 7.14. Appointment of Authenticating Agent
	  	54
		
	 ARTICLE VIII HOLDER’S LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTOR
	  	56
	 Section 8.1. Company to Furnish Trustee Names and Addresses of Holders
	  	56
	 Section 8.2. Preservation of Information, Communications to Holders.
	  	56
	 Section 8.3. Reports by Trustee.
	  	56
	 Section 8.4. Reports by Company and Guarantor.
	  	57

  

 ii 









	 ARTICLE IX CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
	  	57
	 Section 9.1. Company May Consolidate, Etc., Only on Certain Terms.
	  	57
	 Section 9.2. Successor Corporation Substituted
	  	58
	 Section 9.3. Guarantor May Consolidate, Etc., Only on Certain Terms.
	  	59
	 Section 9.4. Successor Corporation Substituted for Guarantor
	  	59
	 Section 9.5. Assumption by Guarantor
	  	60
		
	 ARTICLE X SUPPLEMENTAL INDENTURES
	  	60
	 Section 10.1. Supplemental Indentures without Consent of Holders.
	  	60
	 Section 10.2. Supplemental Indentures with Consent of Holders
	  	61
	 Section 10.3. Execution of Supplemental Indentures.
	  	62
	 Section 10.4. Effect of Supplemental Indentures
	  	63
	 Section 10.5. Conformity with Trust Indenture Act
	  	63
	 Section 10.6. Reference in Securities to Supplemental Indentures.
	  	63
		
	 ARTICLE XI COVENANTS.
	  	63
	 Section 11.1. Payment of Principal, Premium and Interest.
	  	63
	 Section 11.2. Maintenance of Office or Agency
	  	63
	 Section 11.3. Money for Security Payments to be Held in Trust
	  	64
	 Section 11.4. Corporate Existence
	  	66
	 Section 11.5. Company Statement as to Compliance.
	  	66
	 Section 11.6. Guarantor Statement as to Compliance.
	  	66
	 Section 11.7. Limitation Upon Disposition of Voting Stock of Company.
	  	66
	 Section 11.8. Waiver of Certain Covenants
	  	67
	 Section 11.9. Additional Covenants.
	  	67
		
	 ARTICLE XII REDEMPTION OF SECURITIES.
	  	68
	 Section 12.1. Applicability of This Article
	  	68
	 Section 12.2. Election to Redeem; Notice to Trustee
	  	68
	 Section 12.3. Selection of Securities to be Redeemed.
	  	68
	 Section 12.4. Notice of Redemption.
	  	69
	 Section 12.5. Deposit of Redemption Price
	  	70
	 Section 12.6. Payment of Securities Called for Redemption
	  	70
		
	 ARTICLE XIII SINKING FUNDS.
	  	70
	 Section 13.1. Applicability of Article.
	  	70
	 Section 13.2. Satisfaction of Sinking Fund Payments with Securities
	  	71
	 Section 13.3. Redemption of Securities for Sinking Fund
	  	71
		
	 ARTICLE XIV SUBORDINATION OF SECURITIES AND GUARANTEES.
	  	73
	 Section 14.1. Securities Subordinate to Senior Debt
	  	73
	 Section 14.2. Payment Over of Proceeds Upon Dissolution, Etc.
	  	73
	 Section 14.3. Guarantees Subordinate to Senor Debt of the Guarantor
	  	74
	 Section 14.4. Prior Payment to Senior Debt Upon Acceleration of Securities.
	  	77

  

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	 Section 14.5. No Payment When Senior Debt in Default.
	  	77
	 Section 14.6. Payment Permitted If No Default
	  	78
	 Section 14.7. Subrogation to Rights of Holders of Senior Debt
	  	79
	 Section 14.8. Provisions Solely to Define Relative Rights
	  	79
	 Section 14.9. Trustee to Effectuate Subordination
	  	80
	 Section 14.10. No Waiver of Subordination Provisions
	  	80
	 Section 14.11. Notice to Trustee
	  	80
	 Section 14.12. Reliance on Judicial Order or Certificate of Liquidating Agent.
	  	81
	 Section 14.13. Trustee Not Fiduciary for Holders of Senior Debt.
	  	81
	 Section 14.14. Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights.
	  	81
	 Section 14.15. Article Applicable to Paying Agents
	  	82
	 Section 14.16. Certain Conversions or Exchanges Deemed Payment
	  	82

  

 iv