Common use of Convertible Debentures Owned by Company Deemed Not Outstanding Clause in Contracts

Convertible Debentures Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Convertible Debentures have concurred in any direction, consent or waiver under this Indenture, Convertible Debentures which are owned by the Company or any other obligor on the Convertible Debentures with respect to which such determination is being made 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 Convertible Debentures with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination (it being understood that ERPLP and any affiliate of ERPLP shall not be deemed to be under common control with the Company), except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Convertible Debentures which the Trustee knows are so owned shall be so disregarded. Convertible Debentures so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Convertible Debentures and that the pledgee is not the Company or any other obligor upon the Convertible Debentures or 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 Convertible Debentures.

Convertible Debentures Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Convertible Debentures have concurred in any direction, consent or waiver under this Indenture, Convertible Debentures which are owned by the Company or any other obligor on the Convertible Debentures with respect to which such determination is being made 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 Convertible Debentures with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination (it being understood that ERPLP and any affiliate of ERPLP shall not be deemed to be under common control with the Company)determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Convertible Debentures which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Convertible Debentures so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Convertible Debentures and that the pledgee is not the Company or any other obligor upon the Convertible Debentures or 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 Convertible Debentures.

Convertible Debentures Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Convertible Debentures have concurred in any direction, consent or waiver under this Indenture, Convertible Debentures which are owned by the Company or any other obligor on the Convertible Debentures with respect to which such determination is being made 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 Convertible Debentures with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination (it being understood that ERPLP VRLP and any affiliate Affiliate of ERPLP Vornado Realty Trust or VRLP and EOPLP and any Affiliate of Equity Office Properties Trust or EOPLP shall not be deemed to be under common control with the Company), except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Convertible Debentures which the Trustee knows are so owned shall be so disregarded. Convertible Debentures so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Convertible Debentures and that the pledgee is not the Company or any other obligor upon the Convertible Debentures or 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 Convertible Debentures.

Convertible Debentures Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate principal amount of Outstanding Convertible Debentures have concurred in any direction, consent or waiver under this Indenture, Convertible Debentures which are owned by the Company or any other obligor on the Convertible Debentures with respect to which such determination is being made 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 Convertible 44 Debentures with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination (it being understood that ERPLP and any affiliate of ERPLP shall not be deemed to be under common control with the Company)determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Convertible Debentures which the Trustee knows are so owned shall be so disregarded. Convertible Debentures so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Convertible Debentures and that the pledgee is not the Company or any other obligor upon the Convertible Debentures or 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 Convertible Debentures.