same instrument.
SECTION 14.12
LIABILITY OF CO-ISSUERS.
Notwithstanding any other terms of this Indenture, the Notes or any other
agreement entered into between, inter alios, the Issuer and the Co-Issuer or
otherwise, neither the Issuer nor the Co-Issuer shall have any liability
whatsoever to the Co-Issuer or the Issuer, respectively, under this Indenture,
the Notes, any such agreement or otherwise and, without prejudice to the
generality of the foregoing, neither the Issuer nor the Co-Issuer shall be
entitled to take any steps to enforce, or bring any action or proceeding, in
respect of this Indenture, the Notes, any such agreement or otherwise against
the other Co-Issuer or the Issuer, respectively.
In particular, neither the
Issuer nor the Co-Issuer shall be entitled to petition or take any other steps
for the winding up or bankruptcy of the Co-Issuer or the Issuer, respectively or
shall have any claim in respect of any assets of the Co-Issuer or the Issuer,
respectively.
ARTICLE 15
ASSIGNMENT OF COLLATERAL DEBT SECURITIES PURCHASE AGREEMENTS AND COLLATERAL
MANAGEMENT AGREEMENT
SECTION 15.1
ASSIGNMENT OF COLLATERAL DEBT SECURITIES PURCHASE
AGREEMENT AND THE COLLATERAL MANAGEMENT AGREEMENTS.
(A)
THE ISSUER, IN FURTHERANCE OF THE COVENANTS OF THIS INDENTURE AND AS
SECURITY FOR THE NOTES AND AMOUNTS PAYABLE TO THE NOTEHOLDERS HEREUNDER AND THE
PERFORMANCE AND OBSERVANCE OF THE PROVISIONS HEREOF, HEREBY COLLATERALLY
ASSIGNS, TRANSFERS, CONVEYS AND SETS OVER TO THE TRUSTEE, FOR THE BENEFIT OF THE
NOTEHOLDERS AND EACH HEDGE COUNTERPARTY, ALL OF
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THE ISSUER'S ESTATE, RIGHT, TITLE AND INTEREST IN, TO AND UNDER EACH COLLATERAL
DEBT SECURITIES PURCHASE AGREEMENT (NOW OR HEREAFTER ENTERED INTO) AND THE
COLLATERAL MANAGEMENT AGREEMENT (EACH, AN "ARTICLE 15 AGREEMENT"), INCLUDING,
WITHOUT LIMITATION, (I) THE RIGHT TO GIVE ALL NOTICES, CONSENTS AND RELEASES
THEREUNDER, (II) THE RIGHT TO GIVE ALL NOTICES OF TERMINATION AND TO TAKE ANY
LEGAL ACTION UPON THE BREACH OF AN OBLIGATION OF A SELLER OR THE COLLATERAL
MANAGER THEREUNDER, INCLUDING THE COMMENCEMENT, CONDUCT AND CONSUMMATION OF
PROCEEDINGS AT LAW OR IN EQUITY, (III) THE RIGHT TO RECEIVE ALL NOTICES,
ACCOUNTINGS, CONSENTS, RELEASES AND STATEMENTS THEREUNDER AND (IV) THE RIGHT TO
DO ANY AND ALL OTHER THINGS WHATSOEVER THAT THE ISSUER IS OR MAY BE ENTITLED TO
DO THEREUNDER; PROVIDED, HOWEVER, THE TRUSTEE HEREBY GRANTS THE ISSUER A LICENSE
TO EXERCISE ALL OF THE ISSUER'S RIGHTS PURSUANT TO THE ARTICLE 15 AGREEMENTS
WITHOUT NOTICE TO OR THE CONSENT OF THE TRUSTEE (EXCEPT AS OTHERWISE EXPRESSLY
REQUIRED BY THIS INDENTURE, INCLUDING, WITHOUT LIMITATION, AS SET FORTH IN
SUBSECTION (F) OF THIS SECTION 15.1) WHICH LICENSE SHALL BE AND IS HEREBY DEEMED
TO BE AUTOMATICALLY REVOKED UPON THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER
UNTIL SUCH TIME, IF ANY, AS SUCH EVENT OF DEFAULT IS CURED OR WAIVED.
(B)
THE ASSIGNMENT MADE HEREBY IS EXECUTED AS COLLATERAL SECURITY, AND THE
EXECUTION AND DELIVERY HEREBY SHALL NOT IN ANY WAY IMPAIR OR DIMINISH THE
OBLIGATIONS OF THE ISSUER UNDER THE PROVISIONS OF EACH OF THE ARTICLE 15
AGREEMENTS, NOR SHALL ANY OF THE OBLIGATIONS