TO
BE INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT, SUCH INVALIDITY, ILLEGALITY
OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISIONS OF THIS INDENTURE OR
OF SUCH DEBENTURES, BUT THIS INDENTURE AND SUCH DEBENTURES SHALL BE CONSTRUED AS
IF SUCH INVALID OR ILLEGAL OR UNENFORCEABLE PROVISION HAD NEVER BEEN CONTAINED
HEREIN OR THEREIN.
SECTION 14.10.
ASSIGNMENT. THE COMPANY WILL HAVE THE RIGHT AT ALL TIMES TO
ASSIGN ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THIS INDENTURE TO A DIRECT OR
INDIRECT WHOLLY OWNED SUBSIDIARY OF THE COMPANY, PROVIDED THAT, IN THE EVENT OF
ANY SUCH ASSIGNMENT, THE COMPANY WILL REMAIN LIABLE FOR ALL SUCH OBLIGATIONS.
SUBJECT TO THE FOREGOING, THIS INDENTURE IS BINDING UPON AND INURES TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THIS
INDENTURE MAY NOT OTHERWISE BE ASSIGNED BY THE PARTIES HERETO.
SECTION 14.11.
ACKNOWLEDGMENT OF RIGHTS. THE COMPANY AGREES THAT, WITH
RESPECT TO ANY DEBENTURES HELD BY THE TRUST OR THE INSTITUTIONAL TRUSTEE OF THE
TRUST, IF THE INSTITUTIONAL TRUSTEE OF THE TRUST FAILS TO ENFORCE ITS RIGHTS
UNDER THIS INDENTURE AS THE HOLDER OF DEBENTURES HELD AS THE ASSETS OF SUCH
TRUST AFTER THE HOLDERS OF A MAJORITY IN LIQUIDATION AMOUNT OF THE CAPITAL
SECURITIES OF SUCH TRUST HAVE SO DIRECTED SUCH INSTITUTIONAL TRUSTEE, A HOLDER
OF RECORD OF SUCH CAPITAL SECURITIES MAY, TO THE FULLEST EXTENT PERMITTED BY
LAW, INSTITUTE LEGAL PROCEEDINGS DIRECTLY AGAINST THE COMPANY TO ENFORCE SUCH
INSTITUTIONAL TRUSTEE'S RIGHTS UNDER THIS INDENTURE WITHOUT FIRST INSTITUTING
ANY LEGAL PROCEEDINGS AGAINST SUCH TRUSTEE OR ANY OTHER PERSON.
NOTWITHSTANDING
THE FOREGOING, IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND SUCH
EVENT IS ATTRIBUTABLE TO THE FAILURE OF THE COMPANY TO PAY INTEREST (OR PREMIUM,
IF ANY) OR PRINCIPAL ON THE DEBENTURES ON THE DATE SUCH INTEREST (OR PREMIUM, IF
ANY) OR PRINCIPAL IS OTHERWISE PAYABLE (OR IN THE CASE OF REDEMPTION, ON THE
REDEMPTION DATE), THE COMPANY AGREES THAT A HOLDER OF RECORD OF CAPITAL
SECURITIES OF THE TRUST MAY DIRECTLY INSTITUTE A PROCEEDING AGAINST THE COMPANY
FOR ENFORCEMENT OF PAYMENT TO SUCH HOLDER DIRECTLY OF THE PRINCIPAL OF (OR
PREMIUM, IF ANY) OR INTEREST ON THE
47
DEBENTURES HAVING AN AGGREGATE PRINCIPAL AMOUNT EQUAL TO THE AGGREGATE
LIQUIDATION AMOUNT OF THE CAPITAL SECURITIES OF SUCH HOLDER ON OR AFTER THE
RESPECTIVE DUE DATE SPECIFIED IN THE DEBENTURES.
ARTICLE XV.
SUBORDINATION OF DEBENTURES
SECTION 15.1.
AGREEMENT TO SUBORDINATE. THE COMPANY COVENANTS AND AGREES,
AND EACH HOLDER OF DEBENTURES BY SUCH SECURITYHOLDER'S ACCEPTANCE THEREOF
LIKEWISE COVENANTS AND AGREES, THAT ALL DEBENTURES SHALL BE ISSUED SUBJECT TO
THE PROVISIONS OF THIS ARTICLE XV; AND EACH HOLDER OF A DEBENTURE, WHETHER UPON
ORIGINAL ISSUE OR UPON TRANSFER OR ASSIGNMENT THEREOF, ACCEPTS AND AGREES TO BE
BOUND BY SUCH PROVISIONS.
The payment by the Company of the principal of, and premium, if any, and
interest on all Debentures shall, to the extent and in the manner hereinafter
set forth, be subordinated and junior in right of payment to the prior