Common use of Payment Permitted If No Default Clause in Contracts

Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 or under the conditions described in Section 12.3 or 12.4, from making payments at any time of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a), if any, as the case may be, in respect of the Securities, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a), if any, as the case may be, in respect of the Securities if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.10, notice that such payment would have been prohibited by the provisions of this Article XII.

Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture Indenture, or in any of the Securities Securities, shall prevent (a) the Company, at any time except during the pendency of any casedissolution, proceeding, dissolutionwinding up, liquidation or other winding up, assignment for the benefit of creditors reorganization or other marshalling of assets and liabilities of the Company similar proceedings referred to in Section 12.2 11.03 or under the conditions described in Section 12.3 or 12.411.02, from making payments at any time of the Principal Amount, interest principal of (or such other amounts as may be provided for in Section 2.3(a)premium, if any, as ) or interest on the case may be, in respect of the Securities, Securities or (b) the application by the Trustee or the retention by any Holder Paying Agent of any money moneys deposited with it hereunder to the payment of (or premium, if any) or on account of the Principal Amountprincipal of or interest on Securities, interest if, on the second Business Day prior to the date of such application, the Trustee or such other amounts as may be provided for in Section 2.3(a), if anyPaying Agent, as the case may be, in respect of the Securities if the Trustee did not havehave the written notice provided for in Section 11.07 or 11.12, as applicable, of any event prohibiting the making of such deposit or if, at the time provided of such deposit (whether or not in trust) by the proviso to Company with the first paragraph of Section 12.10Trustee or any Paying Agent (other than the Company), notice that such payment would not have been prohibited by the provisions of this Article XIIArticle.

Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the CompanyNote Issuer, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company Proceeding referred to in Section 12.2 or under the conditions described in Section Sections 12.3 or and 12.4, from making payments at any time of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of (and premium, if any, as the case may be, in respect of ) or interest on the Securities, or (b) the application by the Trustee or the retention by any Holder of any money or Government Obligations deposited with it hereunder in accordance with the provisions of Section 4.3 to the payment of or on account of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of (and premium, if any) or interest (including Additional Sums and Additional Amounts, if any) on the Securities or the retention of such payment by the Holders, if, at the time of such payment or application, as the case may be, in respect of by the Securities if Note Issuer or the Trustee Trustee, as the case may be, the Note Issuer or the Trustee, as the case may be, did not have, at the time provided in the proviso to the first paragraph of Section 12.10, notice have knowledge that such payment would have been prohibited by the provisions of this Article XIIArticle.

Payment Permitted If No Default. Nothing contained in this Article XII Eleven or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 11.2 or under the conditions described in Section 12.3 11.3 or 12.411.4, from making payments at any time of the Principal Amountprincipal, interest or such other amounts as may be provided for in Section 2.3(a)Redemption Price, interest, if any, or any other amounts payable, as the case may be, in respect of the Securities, Securities or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amountprincipal, interest or such other amounts as may be provided for in Section 2.3(a)Redemption Price, interest, if any, or any other amounts payable, as the case may be, in respect of the Securities if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.1011.10, notice that such payment would have been prohibited by the provisions of this Article XIIEleven.

Payment Permitted If No Default. Nothing contained in this Article XII XIII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 13.2 or under the conditions described in Section 12.3 13.3 or 12.413.4, from making payments at any time of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a), if any, as the case may be, in respect of the Securities, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a), if any, as the case may be, in respect of the Securities if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.1013.10, notice that such payment would have been prohibited by the provisions of this Article XIIXIII.

Payment Permitted If No Default. Nothing contained in this Article XII Fourteen or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 1402 or under the conditions described in Section 12.3 Sections 1403 or 12.41404, from making payments at any time of the Principal Amountprincipal amount, interest or such other amounts as may be provided for in Section 2.3(a)301, if any, as the case may be, in respect of the Securities, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amountprincipal amount, interest or such other amounts as may be provided for in Section 2.3(a)301, if any, as the case may be, in respect of the Securities if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.101410, notice that such payment would have been prohibited by the provisions of this Article XIIFourteen.

Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Companyany Guarantor, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company Proceeding referred to in Section 12.2 14.2 or under the conditions described in Section 12.3 or 12.4Sections 14.3 and 14.4, from making payments at any time of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of (and premium, if any, as the case may be, in respect of ) or interest on the Securities, or (b) the application by the Trustee or the retention by any Holder of any money or Government Obligations deposited with it hereunder in accordance with the provisions of Section 4.3 to the payment of or on account of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of (and premium, if any) or interest (including Additional Sums and Additional Amounts, if any) on the Securities or the retention of such payment by the Holders, if, at the time of such payment or application, as the case may be, in respect of by the Securities if Company, the Trustee Note Issuer or the Trustee, as the case may be, the Note Issuer or the Trustee, as the case may be, did not have, at the time provided in the proviso to the first paragraph of Section 12.10, notice have knowledge that such payment would have been prohibited by the provisions of this Article XIIArticle.

Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company Proceeding referred to in Section 12.2 1202 or under the conditions described in Section 12.3 or 12.4Sections 1203 and 1204, from making payments at any time of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of (and premium, if any, as the case may be, in respect of ) or interest on the Securities, or (b) the application by the Trustee or the retention by any Holder of any money or Government Obligations deposited with it hereunder to the payment of or on account of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of (and premium, if any, as the case may be, in respect of ) or interest (including any Additional Interest) on the Securities if or the retention of such payment by the Holders, if, at least three Business Days prior to the time of such application by the Trustee, a Responsible Officer of the Trustee did not havereceive written notice from the Company or any holder of Senior Indebtedness of the Company (or any trustee, at the time provided in the proviso to the first paragraph of Section 12.10, notice agent or representative therefor) that such payment would have been prohibited by the provisions of this Article. Notwithstanding anything herein to the contrary, money or Government Obligations held in trust pursuant to Section 402 or 1405 shall not be subject to the claims of the holders of Senior Indebtedness of the Company under this Article XIITwelve.

Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities Notes shall prevent (a) the CompanyCompany or the Guarantors, at any time except during the pendency of any case, proceeding, dissolution, liquidation liquidation, or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 or under the conditions described in Section 12.3 or 12.4, from making payments at any time of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of and premium, if any, as or interest (including Additional Amounts, if any, and Special Interest, if any) on the case may beNotes, or other amount due in respect of the SecuritiesNotes, or the Guarantees as applicable, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amountprincipal of, interest or such other amounts as may be provided for in Section 2.3(a)premium, if any, as the case may beon interest (including Additional Amounts, if any, and Special Interest, if any) on, or other amounts due in respect of, the Notes or retention of such payment by the Securities if the Trustee did not haveHolders, if, at the time provided in of such application by the proviso to the first paragraph of Section 12.10Trustee, notice it did not have knowledge that such payment would have been prohibited by the provisions of this Article XIIArticle.

Payment Permitted If No Default. Nothing contained in this Article XII XIV or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 14.2 or under the conditions described in Section 12.3 14.3 or 12.414.4, from making payments at any time of the Principal Amountprincipal amount, interest or such other amounts as may be provided for in Section 2.3(a)2.3, if any, as the case may be, in respect of the Securities, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amountprincipal amount, interest or such other amounts as may be provided for in Section 2.3(a)2.3, if any, as the case may be, in respect of the Securities if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.1014.10, notice that such payment would have been prohibited by the provisions of this Article XIIXIV.

Payment Permitted If No Default. Nothing contained in this Article XII Fifteen or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 15.2 or under the conditions described in Section 12.3 15.3 or 12.415.4, from making payments at any time of the Principal Amountprincipal amount, interest or such other amounts as may be provided for in Section 2.3(a)2.5, if any, as the case may be, in respect of the Securities, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amountprincipal amount, interest or such other amounts as may be provided for in Section 2.3(a)2.5, if any, as the case may be, in respect of the Securities if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.1015.10, notice that such payment would have been prohibited by the provisions of this Article XIIFifteen.

Payment Permitted If No Default. Nothing contained in this Article XII Fourteen or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of the Company referred to in Section 12.2 14.02 or under the conditions described in Section 12.3 Sections 14.03 or 12.414.04, from making payments at any time of the Principal Amountprincipal amount, interest or such other amounts as may be provided for in Section 2.3(a)3.01, if any, as the case may be, in respect of the Securities, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amountprincipal amount, interest or such other amounts as may be provided for in Section 2.3(a)3.01, if any, as the case may be, in respect of the Securities if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.1014.10, notice that such payment would have been prohibited by the provisions of this Article XIIFourteen.

Payment Permitted If No Default. Nothing contained in this Article XII Eleven or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for -57- the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 11.2 or under the conditions described in Section 12.3 11.3 or 12.411.4, from making payments at any time of the Principal Amountprincipal, interest or such other amounts as may be provided for in Section 2.3(a)Redemption Price, interest, if any, or any other amounts payable, as the case may be, in respect of the Securities, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amountprincipal, interest or such other amounts as may be provided for in Section 2.3(a)Redemption Price, interest, if any, or any other amounts payable, as the case may be, in respect of the Securities if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.1011.10, notice that such payment would have been prohibited by the provisions of this Article XIIEleven.

Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of the Company referred to in Section 12.2 or under the conditions described in Section 12.3 or 12.4, from making payments at any time of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a), if any, as the case may be, in respect of the Securities, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a), if any, as the case may be, in respect of the Securities if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.10, notice that such payment would have been prohibited by the provisions of this Article XII.

Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities Notes shall prevent (a) the CompanyCompany or THE Guarantors, at any time except during the pendency of any case, proceeding, dissolution, liquidation liquidation, or other winding winding-up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 14.2 or under the conditions described in Section 12.3 14.3 or 12.414.4, from making payments from assets constituting Convertible Note Collateral (but not otherwise) at any time of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of and premium, if any, or 138 148 interest (including Additional Amounts, if any, and Special Interest, if any) on the Notes or the Guarantees as the case may be, in respect of the Securitiesapplicable, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder from assets constituting Convertible Note Collateral (but not otherwise) to the payment of or on account of the Principal Amountprincipal of, interest or such other amounts as may be provided for in Section 2.3(a)premium, if any, as the case may beon, interest, if any (including Additional Amounts, if any, and Special Interest, if any), on, or other amounts due in respect of, the Notes or retention of such payment by the Securities if the Trustee did not haveHolders, if, at the time provided in of such application by the proviso to the first paragraph of Section 12.10Trustee, notice it did not have knowledge that such payment would have been prohibited by the provisions of this Article XIIArticle.

Payment Permitted If No Default. Nothing contained in this Article XII One or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 1.02 or under the conditions described in Section 12.3 Sections 1.03 or 12.41.04, from making payments at any time of the Principal Amountprincipal amount, interest or such other amounts amounts, if any, as may be provided for in Section 2.3(a), if anythis Indenture, as the case may be, in respect of the Securities, or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amountprincipal amount, interest or such other amounts amounts, if any, as may be provided for in Section 2.3(a), if anythis Indenture, as the case may be, in respect of the Securities if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.101.11, notice that such payment would have been prohibited by the provisions of this Article XIIOne.

Payment Permitted If No Default. Nothing contained in this Article XII Fourteen or elsewhere in this ---------------- Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling marshaling of assets and liabilities of the Company referred to in Section 12.2 14.02 or under the ------------- conditions described in Section 12.3 Sections 14.03 or 12.414.04, from making payments at any -------------- ----- time of the Principal Amountprincipal amount, interest or such other amounts as may be provided for in Section 2.3(a)3.01, if any, as the case may be, in respect of the Securities, ------------ or (b) the application by the Trustee or the retention by any Holder of any money deposited with it hereunder to the payment of or on account of the Principal Amountprincipal amount, interest or such other amounts as may be provided for in Section 2.3(a)3.01, if any, as the case may be, in respect of the Securities if the ------------ Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.1014.10, notice that such payment would have been prohibited by the ------------- provisions of this Article XII.Fourteen. ----------------

Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company Proceeding referred to in Section 12.2 or under the conditions described in Section Sections 12.3 or and 12.4, from making payments at any time of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of (and premium, if any, as the case may be, in respect of ) or interest on the Securities, or (b) the application by the Trustee or the retention by any Holder of any money or Government Obligations deposited with it hereunder in accordance with the provisions of Section 4.3 to the payment of or on account of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of (and premium, if any) or interest (including Additional Sums and Additional Amounts, if any) on the Securities or the retention of such payment by the Holders, if, at the time of such payment or application, as the case may be, in respect of by the Securities if Company or the Trustee Trustee, as the case may be, the Company or the Trustee, as the case may be, did not have, at the time provided in the proviso to the first paragraph of Section 12.10, notice have knowledge that such payment would have been prohibited by the provisions of this Article XIIArticle.

Payment Permitted If No Default. Nothing contained in this Article XII XIV or elsewhere in this Indenture or in any of the Securities Debentures shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company referred to in Section 12.2 14.02 or under the conditions described in Section 12.3 Sections 14.03 or 12.414.04, from making payments at any time of the Principal Amountprincipal amount, interest or such other amounts premium on and any Additional Amounts as may be provided for in Section 2.3(a), if anythis Indenture, as the case may be, in respect of the SecuritiesDebentures, or (b) the application by the Trustee or the retention by any Holder holder of any money deposited with it hereunder to the payment of or on account of the Principal Amountprincipal of, interest or such other amounts premium on and any Additional Amounts, as may be provided for in Section 2.3(a), if anythis Indenture, as the case may be, in respect of the Securities Debentures if the Trustee did not have, at the time provided in the proviso to the first paragraph of Section 12.1014.11, notice that such payment would have been prohibited by the provisions of this Article XIIXIV.

Payment Permitted If No Default. Nothing contained in this Article XII or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Companyany Subsidiary Guarantor, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshalling of assets and liabilities of the Company Proceeding referred to in Section 12.2 14.2 or under the conditions described in Section 12.3 or 12.4Sections 14.3 and 14.4, from making payments at any time of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of (and premium, if any, as the case may be, in respect of ) or interest on the Securities, or (b) the application by the Trustee or the retention by any Holder of any money or Government Obligations deposited with it hereunder in accordance with the provisions of Section 4.3 to the payment of or on account of the Principal Amount, interest or such other amounts as may be provided for in Section 2.3(a)principal of (and premium, if any) or interest (including Additional Sums and Additional Amounts, if any) on the Securities or the retention of such payment by the Holders, if, at the time of such payment or application, as the case may be, in respect of by the Securities if Company or the Trustee Trustee, as the case may be, the Company or the Trustee, as the case may be, did not have, at the time provided in the proviso to the first paragraph of Section 12.10, notice have knowledge that such payment would have been prohibited by the provisions of this Article XIIArticle.