Common use of Company-Owned Notes Disregarded Clause in Contracts

Company-Owned Notes Disregarded. In determining whether the holders of the required aggregate principal amount of Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of outstanding Notes have concurred in any direction, consent or waiver under this Indenture, Notes which that are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; PROVIDED that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken may rely upon an Opinion of Counsel and an Officers' Certificate to establish the advice of counsel shall be full protection to the Trusteeforegoing.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of outstanding Notes of any series have concurred in any direction, consent or waiver under this Indenture, Notes which that are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken may rely upon an Opinion of Counsel and an Officers' Certificate to establish the advice of counsel shall be full protection to the Trusteeforegoing.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of outstanding Notes of any series have concurred in any direction, consent or waiver under this Indenture, Notes which that are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken may rely upon an Opinion of Counsel and an Officers' Certificate to establish the advice of counsel shall be full protection to the Trusteeforegoing.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Notes then outstanding have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except ; PROVIDED that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Notes have concurred in any direction, consent consent, waiver or waiver other action under this Indenture, Notes which that are owned by the Company or Company, by any other obligor on the Notes, Subsidiary thereof or by any person Affiliate of the Company or such Subsidiary 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 Subsidiary thereof or a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligorSubsidiary thereof. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel of its selection shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Outstanding Notes of any series have concurred in any direction, consent or waiver under this Indenture, Notes which that are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding Outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's ’s right to vote take action with respect to such Notes and that the pledgee is not a person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken may rely upon an Opinion of Counsel and an Officers’ Certificate to establish the advice of counsel shall be full protection to the Trusteeforegoing.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Notes Notes, or any series thereof, have concurred in any demand, request, notice, direction, consent consent, waiver or waiver other action under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with Affiliate of the Company or any of such other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination; provided, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such demand, request, notice, direction, consent consent, waiver or waiver other action only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding Outstanding for the purposes of this Section 11.18 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's ’s right to vote such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor upon the securities of any Affiliate of the Company or such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Outstanding Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding Outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken may rely upon an Opinion of Counsel and an Officers' Certificate to establish the advice of counsel shall be full protection to the Trusteeforegoing.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of outstanding Notes of any series have concurred in any direction, consent or waiver under this Indenture, Notes which that are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer Responsible Officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken may rely upon an Opinion of Counsel and an Officers' Certificate to establish the advice of counsel shall be full protection to the Trusteeforegoing.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of outstanding Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding for the purposes of this Section 10.4 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of outstanding Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Notes have concurred in any direction, consent consent, waiver or waiver other action under this Indenture, Notes which that are owned by the Company or Company, by any other obligor on the Notes, Subsidiary thereof or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with Affiliate of the Company or any other obligor on the Notes, Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which 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 Trustees the pledgee's ’s right to vote so act with respect to such Notes and that the pledgee is not the Company, a person directly Subsidiary thereof or indirectly controlling or controlled by or under direct or indirect common control with an Affiliate of the Company or any such other obligora Subsidiary thereof. In the case of a dispute as to such right, any decision by the Trustee Trustees taken upon the advice of counsel shall be full protection to the TrusteeTrustees. Upon request of the Trustees, the Company shall furnish to the Trustees promptly an Officer’s Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above described Persons; and, subject to Section 7.01, Section 7.02 and Section 7.07, the Trustees 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.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Outstanding Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by 64 any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding Outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken may rely upon an Opinion of Counsel and an Officers' Certificate to establish the advice of counsel shall be full protection to the Trusteeforegoing.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of outstanding Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding for the purposes of this Section 11.4 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of outstanding Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding -60- for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Notes have concurred in any direction, consent consent, waiver or waiver other action under this Indenture, Notes which that are owned by the Company or Company, by any other obligor on the Notes, Subsidiary thereof or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Subsidiary thereof shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except ; provided that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent consent, waiver or waiver other action only Notes which that a responsible officer of the Trustee Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned which 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 ’s right to vote so act with respect to such Notes and that the pledgee is not the Company, a person Subsidiary thereof or a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.a

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Notes then outstanding have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except ; provided that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 9.4 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's ’s right to vote such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Notes have concurred in any direction, consent consent, waiver or waiver other action under this Indenture, Notes which that are owned by the Company or Guarantor, by any other obligor on Subsidiary thereof (including the Notes, Company) or by any person directly Affiliate of the Guarantor or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, such Subsidiary shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent consent, waiver or waiver other action, only Notes which that a responsible officer of the Trustee Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned which 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 ’s right to vote so act with respect to such Notes and that the pledgee is not the Guarantor, a person Subsidiary thereof or a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Guarantor or any such other obligora Subsidiary thereof. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel of its selection shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Notes then outstanding have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except ; provided that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 10.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Notes and that the pledgee is not a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Notes have concurred in any direction, consent consent, waiver or waiver other action under this IndentureIndenture , Notes which that are owned by the Company or Guarantor , by any other obligor on Subsidiary thereof (including the Notes, Company) or by any person directly Affiliate of the Guarantor or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, such Subsidiary shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent consent, waiver or waiver other action, only Notes which that a responsible officer of the Trustee Responsible Officer actually knows are so owned shall be so disregarded. Notes so owned which 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 Truste e the pledgee's ’s right to vote so act with respect to such Notes and that the pledgee is not the Guarantor , a person Subsidiary thereof or a Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Guarantor or any such other obligora Subsidiary thereof. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel of its selection shall be full protection to the TrusteeTrustee .

Company-Owned Notes Disregarded. In determining whether the ------------------------------- holders of the required requisite aggregate principal amount of Notes have concurred in any direction, consent consent, waiver or waiver other action under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except ; provided that for the purpose purposes of determining whether the Trustee -------- shall be protected in relying on any such direction, consent consent, waiver or waiver other action only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which 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 vote such Notes and that the pledgee is not the Company or any other obligor or a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

Company-Owned Notes Disregarded. In determining whether the holders Holders of the required requisite aggregate principal amount of Outstanding Notes have concurred in any direction, consent or waiver under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination; provided that, except that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith to third parties may be regarded as outstanding Outstanding for the purposes of this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote take action with respect to such Notes and that the pledgee is not a person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken may rely upon an Opinion of Counsel and an Officers' Certificate to establish the advice of counsel shall be full protection to the Trusteeforegoing.

Company-Owned Notes Disregarded. In determining whether the holders of the required requisite aggregate principal amount of Notes have concurred in any direction, consent consent, waiver or waiver other action under this Indenture, Notes which are owned by the Company or any other obligor on the Notes, Notes or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Notes, Notes shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except ; provided that for the purpose purposes of determining whether the Trustee shall be protected in relying on any such direction, consent consent, waiver or waiver other action only Notes which a responsible officer of the Trustee knows are so owned shall be so disregarded. Notes so owned which 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 vote such Notes and that the pledgee is not the Company or any other obligor or a person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.