Common use of Certain Notes Disregarded Clause in Contracts

Certain Notes Disregarded. (a) In determining whether the Holders of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, any Guarantor or any Subsidiary or Affiliate thereof (provided that no Initial Purchaser shall be considered such an Affiliate for this purpose) shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a Guarantor, or a Subsidiary or Affiliate thereof (provided that no Initial Purchaser shall be considered such an Affiliate for this purpose). In the case of a dispute as to such right, any decision or indecision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. (b) In determining whether the Holders of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by any Acquiring Person, as determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof, shall be disregarded and deemed not to be outstanding for the purpose of any such determination. (c) Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes then outstanding, if any, known by the Company (or determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof) to be owned or held by or for the account of any of the Persons referenced in paragraphs (a) or (b) of this Section 8.04. Subject to Section 7.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

Certain Notes Disregarded. (a) In determining whether the Holders holders of the requisite aggregate principal amount of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, (a) Notes that which are owned by the Company, any Guarantor Company or any Subsidiary other obligor on the Notes or any Affiliate thereof of the Company and (provided b) Notes that no Initial Purchaser shall be considered such an Affiliate for this purpose) have been transferred in contravention of the provisions of Section 2.05 shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action action, only Notes that which a Responsible Officer actually knows are so owned or transferred shall be so disregarded. Notes so owned that which, subject to the consent rights of the Company pursuant to the terms of this Indenture, have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to vote such Notes and that the pledgee is not the Company, a Guarantor, any other obligor on the Notes or a Subsidiary any Affiliate of the Company or Affiliate thereof (provided that no Initial Purchaser shall be considered any such an Affiliate for this purpose)other obligor. In the case of a dispute as to such right, any decision or indecision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. (b) In determining whether the Holders of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by any Acquiring Person, as determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof, shall be disregarded and deemed not to be outstanding for the purpose of any such determination. (c) . Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Officers’ Certificate listing and identifying all Notes then outstandingNotes, if any, known by the Company (or determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof) to be owned or held by or for the account of any of the Persons referenced in paragraphs (a) or (b) of this Section 8.04. Subject above-described Persons, and, subject to Section 7.016.01, the Trustee shall be entitled to accept such Officer’s Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination. In determining whether a Note or beneficial interest therein has been transferred in contravention of Section 2.05, the Company, the Trustee and the Custodian may rely on representations of the holder thereof and may request such other evidence or documentation as they shall see fit, but shall not be obligated to do so.

Certain Notes Disregarded. (a) In determining whether the Holders of the requisite aggregate principal amount of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by the Guarantors, by any Guarantor respective Subsidiary thereof or by any Subsidiary or respective Affiliate thereof (provided that no Initial Purchaser shall be considered such an Affiliate for this purpose) shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a any Guarantor, any respective Subsidiary thereof or a Subsidiary or any respective Affiliate thereof (provided that no Initial Purchaser shall be considered such an Affiliate for this purpose). In the case of a dispute as to such right, any decision or indecision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. (b) In determining whether the Holders of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by any Acquiring Person, as determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof, shall be disregarded and deemed not to be outstanding for the purpose of any such determination. (c) . Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes then outstandingNotes, if any, known by the Company (or determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof) to be owned or held by or for the account of any of the Persons referenced in paragraphs (a) or (b) of this Section 8.04. Subject above described Persons; and, subject to Section 7.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

Certain Notes Disregarded. (a) In determining whether the Holders holders of the requisite aggregate principal amount of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, (a) Notes that which are owned by the Company, any Guarantor Company or any Subsidiary other obligor on the Notes or any Affiliate thereof of the Company and (provided b) Notes that no Initial Purchaser shall be considered such an Affiliate for this purpose) have been transferred in contravention of the provisions of Section 2.05 shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action action, only Notes that which a Responsible Officer actually knows are so owned or transferred shall be so disregarded. Notes so owned that which, subject to the consent rights of the Company and NW Capital or any Replacement Lender pursuant to the terms of this Indenture and the Agreement, have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to vote such Notes and that the pledgee is not the Company, a Guarantor, any other obligor on the Notes or a Subsidiary any Affiliate of the Company or Affiliate thereof (provided that no Initial Purchaser shall be considered any such an Affiliate for this purpose)other obligor. In the case of a dispute as to such right, any decision or indecision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. (b) In determining whether the Holders of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by any Acquiring Person, as determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof, shall be disregarded and deemed not to be outstanding for the purpose of any such determination. (c) . Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Officers’ Certificate listing and identifying all Notes then outstandingNotes, if any, known by the Company (or determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof) to be owned or held by or for the account of any of the Persons referenced in paragraphs (a) or (b) of this Section 8.04. Subject above-described Persons, and, subject to Section 7.016.01, the Trustee shall be entitled to accept such Officer’s Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination. In determining whether a Note or beneficial interest therein has been transferred in contravention of Section 2.05, the Company, the Trustee and the Custodian may rely on representations of the holder thereof and may request such other evidence or documentation as they shall see fit, but shall not be obligated to do so.

Certain Notes Disregarded. (a) In determining whether the Holders of the requisite aggregate principal amount of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by the Company, by the Guarantors, by any Guarantor respective Subsidiary thereof or by any Subsidiary or respective Affiliate thereof (provided that no Initial Purchaser shall be considered such an Affiliate for this purpose) shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action only Notes that a Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to such Notes and that the pledgee is not the Company, a any Guarantor, any respective Subsidiary thereof or a Subsidiary or any respective 62 Affiliate thereof (provided that no Initial Purchaser shall be considered such an Affiliate for this purpose). In the case of a dispute as to such right, any decision or indecision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. (b) In determining whether the Holders of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by any Acquiring Person, as determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof, shall be disregarded and deemed not to be outstanding for the purpose of any such determination. (c) . Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Certificate listing and identifying all Notes then outstandingNotes, if any, known by the Company (or determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof) to be owned or held by or for the account of any of the Persons referenced in paragraphs (a) or (b) of this Section 8.04. Subject above described Persons; and, subject to Section 7.01, the Trustee shall be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

Certain Notes Disregarded. (a) In determining whether the Holders holders of the requisite aggregate principal amount of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, (a) Notes that which are owned by the Company, any Guarantor Company or any Subsidiary other obligor on the Notes or any Affiliate thereof of the Company and (provided b) Notes that no Initial Purchaser shall be considered such an Affiliate for this purpose) have been transferred in contravention of the provisions of Section 2.05 shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action action, only Notes that which a Responsible Officer actually knows are so owned or transferred shall be so disregarded. Notes so owned that which, subject to the consent rights of the Company and NW Capital pursuant to the terms of this Indenture and the Agreement, have been pledged in good faith may be regarded as outstanding for the purposes of this Section 8.04 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to so act with respect to vote such Notes and that the pledgee is not the Company, a Guarantor, any other obligor on the Notes or a Subsidiary any Affiliate of the Company or Affiliate thereof (provided that no Initial Purchaser shall be considered any such an Affiliate for this purpose)other obligor. In the case of a dispute as to such right, any decision or indecision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. (b) In determining whether the Holders of Notes representing the right to receive no less than a specified percentage of the Principal Amounts for all Notes then outstanding, on the terms and conditions set forth herein, or in attendance at a meeting of the Holders have concurred in any direction, consent, waiver or other action under this Indenture, Notes that are owned by any Acquiring Person, as determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof, shall be disregarded and deemed not to be outstanding for the purpose of any such determination. (c) . Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officer’s Officers’ Certificate listing and identifying all Notes then outstandingNotes, if any, known by the Company (or determined by the Board of Directors of the Company or Parent Guarantor or any Committee thereof) to be owned or held by or for the account of any of the Persons referenced in paragraphs (a) or (b) of this Section 8.04. Subject above-described Persons, and, subject to Section 7.016.01, the Trustee shall be entitled to accept such Officer’s Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination. In determining whether a Note or beneficial interest therein has been transferred in contravention of Section 2.05, the Company, the Trustee and the Custodian may rely on representations of the holder thereof and may request such other evidence or documentation as they shall see fit, but shall not be obligated to do so.