Common use of Meaning of “outstanding” for Certain Purposes Clause in Contracts

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture shall be deemed to be outstanding until it has been surrendered to the Warrant Agent pursuant to this Indenture, provided however that: (a) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall be so disregarded; and (ii) Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent the pledgee's right to vote the Warrants in the pledgee's discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.64.8, every Warrant Certificate countersigned certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered to the Warrant Agent Trustee pursuant to this Indenture, provided however that: (a) where the number of Warrants that has been exercised is less than the number represented by a Warrant Certificate that has been partially exercised or exchanged surrendered in connection with the exercise, only the unexercised Warrants shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced therebyoutstanding; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them the latest Warrant Certificate issued shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially equitably by the Corporation or any Subsidiary subsidiary of the Corporation shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent Trustee has notice that they are so owned shall be so disregarded; and (ii) Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary subsidiary of the Corporation shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent Trustee the pledgee's ’s right to vote the Warrants in the pledgee's ’s discretion free from the control of the Corporation or any Subsidiary subsidiary of the Corporation pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Debt Security certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it except: (i) Debt Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (ii) Debt Securities, or portions thereof, for whose payment at maturity or upon redemption money in the necessary amount has been surrendered theretofore deposited (other than pursuant to Article 13 hereof) with the Trustee or any Paying Agent (other than the Corporation) in trust or set aside and segregated in trust by the Corporation (if the Corporation shall act as its own Paying Agent) for the holders of such Debt Securities and any coupons appertaining thereto, provided that, if such Debt Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Warrant Agent Trustee has been made; (iii) Debt Securities, except to the extent provided in Sections 13.1 and 13.2, with respect to which the Corporation has effected defeasance and/or covenant defeasance as provided in Article 13; and (iv) Debt Securities in exchange for or in lieu of which other Debt Securities have been authenticated and delivered pursuant to this Indenture; provided, provided however that: however, that in determining whether the holders of the requisite principal amount of the outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder or are present at a meeting of holders for quorum purposes, (ai) a Warrant Certificate the principal amount of an Original Issue Discount Debt Security that has been partially exercised may be counted in making such determination or exchanged calculation and that shall be deemed to be outstanding only for such purpose shall be equal to the extent amount of principal thereof that would be (or shall have been declared to be) due and payable, at the time of such determination, upon a declaration of acceleration of the unexercised maturity thereof pursuant to Section 6.2, (ii) the principal amount of any Debt Security denominated in a currency other than U.S. dollars that may be counted in making such determination or unexchangedcalculation and that shall be deemed outstanding for such purpose shall be equal to the U.S. dollar equivalent, determined by the directors as of the date such Debt Security is originally issued by the Corporation, of the principal amount (or, in the case may beof an Original Issue Discount Debt Security, part the U.S. dollar equivalent as of such date of original issuance of the Warrants evidenced thereby; amount determined as provided in clause (bi) where a Warrant Certificate has been issued above) of such Debt Security, (iii) the principal amount of any Indexed Debt Security that may be counted in substitution for a Warrant Certificate making such determination or calculation and that has been lost, stolen or destroyed, only one of them shall be counted deemed outstanding for such purpose shall be equal to the purpose principal face amount of determining the Warrants outstanding; and such Indexed Debt Security at original issuance, unless otherwise provided with respect to such Debt Security pursuant to Section 2.2, and (civ) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants Debt Securities owned legally or beneficially by the Corporation or any Subsidiary other obligor upon the Debt Securities or any affiliate of the Corporation or of such other obligor shall be disregardeddisregarded and deemed not to be outstanding, except that: (i) for the purpose of , in determining whether the Warrant Agent will Trustee shall be protected in making such calculation or in relying on upon any votesuch request, consentdemand, request authorization, direction, notice, consent or other instrument or other actionwaiver, only the Warrants of Debt Securities which the Warrant Agent has notice that they are Trustee knows to be so owned shall be so disregarded; and (ii) Warrants . Debt Securities so owned that which have been pledged in good faith other than to the Corporation or any Subsidiary shall not may be so disregarded regarded as outstanding if the pledgee establishes to the satisfaction of the Warrant Agent Trustee the pledgee's right so to vote act with respect to such Debt Securities and that the Warrants in pledgee is not the pledgee's discretion free from Corporation or any other obligor upon the control Debt Securities or any affiliate of the Corporation or any Subsidiary pursuant to the terms of the pledgesuch other obligor.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Every Warrant Certificate countersigned certified and delivered by the Warrant Agent under this Indenture hereunder shall be deemed to be outstanding until the Warrant Expiry Time, or until it has been shall be surrendered to the Warrant Agent upon the exercise thereof pursuant to this IndentureArticle Three, provided however that: (a) a Warrant Certificate that which has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced therebyWarrant; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants then outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially equitably by the Corporation or any Subsidiary thereof shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall be so disregarded; and (ii) Warrants so owned that which have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent the pledgee's ’s right to vote the Warrants in the pledgee's his discretion free from the control of the Corporation or any Subsidiary pursuant to Corporation, as the case may be, and the terms of the pledgepledge thereof as to the right to vote shall govern.

Meaning of “outstanding” for Certain Purposes. Except as otherwise provided in section 3.6the Notes of a Series or a supplemental indenture for a Series, every Warrant Certificate countersigned Note certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent pursuant to this IndentureTrustee for cancellation, or a new Note shall be issued in substitution therefor under Section 2.15, or moneys for the payment thereof shall be set aside under Article 7, provided however that: (a) 1.2.1. where a Warrant Certificate that new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; 1.2.2. Notes that have been partially exercised or exchanged redeemed shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, unredeemed part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstandingprincipal amount thereof; and (c) 1.2.3. for the purpose of any provision of this Indenture entitling holders Holders of outstanding Warrants Notes to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants Notes owned directly or indirectly, legally or beneficially equitably, by the Corporation Issuer or any Subsidiary Affiliate of the Issuer shall be disregarded, except that: (i) 1.2.3.1 for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Warrants Notes of which the Warrant Agent Trustee has notice in writing that they are so owned shall be so disregarded; and; (ii) Warrants 1.2.3.2 Notes so owned that which have been pledged in good faith other than to the Corporation Issuer or any Subsidiary an Affiliate of the Issuer shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustee the pledgee's ’s right to vote the Warrants such Notes in the pledgee's ’s discretion free from the control of the Corporation Issuer or any Subsidiary pursuant to the terms an Affiliate of the pledgeIssuer; and 1.2.3.3 where the Issuer and its Affiliates own 100% of the outstanding Notes, such Notes shall not be so disregarded.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.64.7, every Warrant Certificate countersigned certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered to the Warrant Agent Trustee pursuant to this Indenture, provided however that: (a) where the number of Warrants that has been exercised is less than the number represented by a Warrant Certificate that has been partially exercised or exchanged surrendered in connection with the exercise, only the unexercised Warrants shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced therebyoutstanding; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them the latest Warrant Certificate issued shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially equitably by the Corporation or any Subsidiary subsidiary of the Corporation shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent Trustee has notice that they are so owned shall be so disregarded; and (ii) Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary subsidiary of the Corporation shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent Trustee the pledgee's ’s right to vote the Warrants in the pledgee's ’s discretion free from the control of the Corporation or any Subsidiary subsidiary of the Corporation pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned (1) Every Note executed and delivered by the Warrant Agent under this Indenture Borrowers hereunder shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent pursuant to this IndentureBorrowers for cancellation, or a new Note shall be issued in substitution therefore, provided however that: (a) where a Warrant Certificate that new Note has been issued in substitution for a Note which has been mutilated, lost, stolen or destroyed, only the new Note shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially exercised redeemed or exchanged purchased shall be deemed to be outstanding only to the extent of the unexercised unredeemed or unexchanged, as the case may be, unpurchased part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstandingprincipal amount thereof; and (c) for the purpose of any provision of this Indenture Agreement entitling holders of outstanding Warrants Holders to vote, sign consents, requests or other instruments or take any other action under this IndentureAgreement, Warrants owned Notes owned, directly or indirectly, legally or beneficially equitably by the Corporation Borrowers or any Affiliate or Subsidiary of the Borrowers shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are Notes so owned shall be so disregarded; and (ii) Warrants so owned that which have been pledged in good faith other than to the Corporation Borrowers or an Affiliate or Subsidiary of any Subsidiary Borrower shall not be so disregarded if the pledgee establishes shall establish, to the satisfaction of the Warrant Agent such Borrower, the pledgee's right to vote the Warrants such Notes, sign consents, requisitions or other instruments or take such other actions in the pledgee's its discretion free from the control of the Corporation any Borrower or any Affiliate or Subsidiary pursuant to of such Borrower; and (ii) Notes so owned shall not be disregarded if they are the terms of the pledgeonly Notes outstanding.

Meaning of “outstanding” for Certain Purposes. Except as provided Subject to the terms of a Related Supplement, each Note issued and certified in section 3.6, every Warrant Certificate countersigned and delivered by accordance with the Warrant Agent under this Indenture shall terms hereof will be deemed to be outstanding until it has been surrendered by the holder thereof to the Warrant Agent pursuant to this IndentureIndenture Trustee and cancelled by the Indenture Trustee, provided however or until money for the payment thereof in the necessary amount has been deposited with the Indenture Trustee for the Noteholders; provided, however, that: (a) a Warrant Certificate that has Notes which have been partially exercised redeemed, purchased, converted or exchanged shall be deemed to be outstanding only to the extent of the unexercised unredeemed, unpurchased, unconverted or unexchanged, as the case may be, unexchanged part of the Warrants evidenced thereby;principal amount thereof; and (b) where a Warrant Certificate new Note has been issued in substitution for a Warrant Certificate that Note which has been lostmutilated, stolen or destroyed, lost or stolen, only one of them shall the substituted Note will be counted for the purpose of determining the Warrants aggregate principal amount of Notes outstanding; and (c) for . In determining whether Noteholders holding the purpose requisite percentage of Notes of any provision of this Indenture entitling holders of outstanding Warrants Class have given any request, demand, authorization, direction, notice, consent, vote or waiver pursuant to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants Notes owned legally by any Originator, any Servicer or beneficially by the Corporation or any Subsidiary an Affiliate of either, shall be disregardeddisregarded and deemed not to be outstanding, except that: (ia) for the purpose of in determining whether the Warrant Agent will Trust and the Indenture Trustee shall be protected in relying on upon any votesuch request, demand, authorization, direction, notice, consent, request vote or other instrument or other actionwaiver, only the Warrants of Notes which the Warrant Agent has notice that they are Trust or the Indenture Trustee, as the case may be, knows to be so owned shall be so disregarded; and; (iib) Warrants Notes so owned that which have been pledged in good faith faith, other than to the Corporation Trust or any Subsidiary the Issuer Trustee, as trustee of the Trust, shall not be so disregarded and may be regarded as outstanding if the pledgee establishes to the satisfaction of the Warrant Agent Trust or the Indenture Trustee the pledgee's ’s right so to vote act with respect to such Notes and that the Warrants in the pledgee's discretion free from the control pledgee is not an Originator or an Affiliate of the Corporation an Originator; and (c) such Originator, Servicer or an Affiliate of either that is a holder of Subordinated Notes shall be entitled to take any Subsidiary pursuant to the terms such actions as holders of the pledgesuch Subordinated Notes held by any of them.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Every Warrant Certificate countersigned certified and delivered by the Warrant Agent under this Indenture hereunder shall be deemed to be outstanding until the Warrant Expiry Time, or until it has been shall be surrendered to the Warrant Agent upon the exercise thereof pursuant to this IndentureArticle 3, provided however that: (a) a Warrant Certificate that which has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced therebyWarrant; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the number of Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially equitably by the Corporation Company or any Subsidiary thereof shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned by the Company or any Subsidiary shall be so disregarded; and (ii) Warrants so owned that which have been pledged in good faith other than to the Corporation Company or any Subsidiary thereof shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent the pledgee's ’s right to vote the Warrants in the pledgee's his discretion free from the control of the Corporation Company or any Subsidiary pursuant to thereof, as the case may be, and the terms of the pledgepledge thereof as to the right to vote shall govern.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Debenture certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent Trustee for cancellation or moneys for the redemption or payment thereof shall have been set aside under Section 9.2; or it shall have been redeemed or purchased by the Bank pursuant to this IndentureArticle 5, provided however that: (a1) a Warrant Certificate that has Debentures which have been partially exercised redeemed or exchanged purchased shall be deemed to be outstanding only to the extent of the unexercised principal amount thereof not redeemed or unexchanged, as the case may be, part of the Warrants evidenced therebypurchased pursuant to Article 5; (b2) where a Warrant Certificate new Debenture has been issued in substitution for a Warrant Certificate that Debenture which has been mutilated, lost, stolen or destroyed, only one of them the new Debenture shall be counted for the purpose of determining the Warrants aggregate principal amount of Debentures outstanding; and (c3) for the purpose of any provision of this Trust Indenture entitling holders of outstanding Warrants Debentures to vote, sign consents, requests requisitions or other instruments or take any other action under this Trust Indenture, Warrants owned Debentures owned, directly or indirectly, or legally or beneficially equitably, by the Corporation Bank or any Subsidiary subsidiary or affiliate shall be disregarded, disregarded except that: (ia) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request or other requisition, instrument or other action, action only the Warrants of Debentures which the Warrant Agent has notice that they Trustee knows are so owned shall be so disregarded; and (iib) Warrants Debentures so owned that which have been pledged in good faith other than to the Corporation Bank or any Subsidiary subsidiary or affiliate shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustee the pledgee's right to vote the Warrants such Debentures in the pledgee's his discretion free fee from the control of the Corporation Bank or any Subsidiary pursuant to the terms of the pledgesubsidiary or affiliate.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Debenture certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent Trustee for cancellation or moneys for the payment thereof shall be set aside pursuant to this IndentureArticle Nine, provided however provided, however, that: (a1) a Warrant Certificate that has Debentures which have been partially exercised or exchanged redeemed shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, unredeemed part of the Warrants evidenced therebyprincipal amount thereof; (b2) where if a Warrant Certificate new Debenture has been issued in substitution for a Warrant Certificate that Debenture which has been mutilated, lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants aggregate principal amount of the Debentures outstanding; and (c3) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants Debentures to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants Debentures owned legally or beneficially equitably by the Corporation or any Subsidiary Affiliate shall be disregarded, disregarded except that: (ia) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Warrants of Debentures which the Warrant Agent has notice that they Trustee knows are so owned shall be so disregarded; and (iib) Warrants Debentures so owned that which have been pledged in good faith other than to the Corporation or any Subsidiary Affiliate shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustee the pledgee's right to vote the Warrants such Debentures in the pledgee's his discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledgesuch Affiliate.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Debenture certified and delivered by the Warrant Agent under this Indenture Trustees hereunder shall be deemed to be outstanding until it is cancelled or delivered to either Trustee for cancellation or money for the payment thereof has been surrendered to the Warrant Agent set aside pursuant to this IndentureArticle 9, provided however that if a new Debenture has been issued in substitution for a Debenture that has been mutilated, lost, stolen or destroyed, only one of such Debentures shall be counted for the purpose of determining the aggregate principal amount of Debentures outstanding and provided further that:, (a) a Warrant Certificate Debentures that has have been partially exercised redeemed, purchased or exchanged converted shall be deemed to be outstanding only to the extent of the unexercised unredeemed, unpurchased or unexchanged, as the case may be, unconverted part of the Warrants evidenced thereby;principal amount thereof, and (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders Holders of outstanding Warrants Debentures to vote, sign consents, requests requisitions or other instruments or take any other action under this IndentureIndenture or to constitute a quorum at any meeting of Debentureholders, Warrants Debentures owned legally directly or beneficially indirectly by the Corporation or any Subsidiary Affiliate of the Corporation shall be disregarded, except provided that:, (i) for the purpose of determining whether the Warrant Agent will Trustees shall be protected in relying on any such vote, consent, request requisition or other instrument or other actionaction or on the Debentureholders present or represented at any meeting of Debentureholders constituting a quorum, only the Warrants of Debentures which the Warrant Agent has notice that they Trustees know are so owned shall be so disregarded; , and (ii) Warrants Debentures so owned that have been pledged in good faith other than to the Corporation or any a Subsidiary or an Affiliate of the Corporation shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustees the pledgee's ’s right to vote the Warrants in the pledgee's discretion vote, sign consents, requisitions or other instruments or take such other actions free from the control of the Corporation Corporation, a Subsidiary or any Subsidiary pursuant to the terms Affiliate of the pledgeCorporation.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Debenture certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it is cancelled or delivered to the Trustee for cancellation or money for the payment thereof has been surrendered to the Warrant Agent set aside pursuant to this IndentureArticle 12, provided however that: (a) if a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant new Debenture Certificate has been issued in substitution for a Warrant Certificate Debenture that has been mutilated, lost, stolen or destroyed, only one of them the new Debenture Certificate shall be counted for the purpose of determining the Warrants Debentures outstanding; and (cb) for the purpose of any provision of this Indenture entitling holders Holders of outstanding Warrants Debentures to vote, sign consents, requests requisitions or other instruments or take any other action under this IndentureIndenture or to constitute a quorum at any meeting of Debentureholders, Warrants Debentures owned legally directly or beneficially indirectly by the Corporation or any Subsidiary Affiliate of the Corporation shall be disregarded, except provided that: (i) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in acting and relying on any such vote, consent, request requisition or other instrument or other actionaction or on the Debentureholders present or represented at any meeting of Debentureholders constituting a quorum, only the Warrants of Debentures which the Warrant Agent has notice that they Trustee knows are so owned shall be so disregarded; and (ii) Warrants Debentures so owned that have been pledged in good faith other than to the Corporation or any Subsidiary an Affiliate of the Corporation shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustee the pledgee's ’s right to vote the Warrants in the pledgee's discretion vote, sign consents, requisitions or other instruments or take such other actions free from the control of the Corporation or any Subsidiary pursuant to the terms Affiliate of the pledgeCorporation.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Note certified and delivered by the Warrant Agent under this Indenture Corporation hereunder shall be deemed to be outstanding until it has been surrendered is cancelled or delivered to the Warrant Agent pursuant to this Indenture, Corporation for cancellation provided however that: (a) if a Warrant Certificate new Note has been issued in substitution for a Note that has been mutilated, lost, stolen or destroyed, only the new Note shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes that have been partially exercised redeemed or exchanged purchased shall be deemed to be outstanding only to the extent of the unexercised unredeemed or unexchanged, as the case may be, unpurchased part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstandingprincipal amount thereof; and (c) for the purpose of any provision of this Indenture Agreement entitling holders Holders of outstanding Warrants Notes to vote, sign consents, requests requisitions or other instruments or take any other action under this IndentureAgreement or to constitute a quorum at any meeting of Noteholders, Warrants Notes owned legally directly or beneficially indirectly by the Corporation or any Subsidiary Affiliate of the Corporation shall be disregarded, except provided that: (i) for the purpose of determining whether the Warrant Agent will Corporation shall be protected in acting and relying on any such vote, consent, request requisition or other instrument or other actionaction or on the Noteholders present or represented at any meeting of Noteholders constituting a quorum, only the Warrants of Notes which the Warrant Agent has notice that they Corporation knows are so owned shall be so disregarded; and (ii) Warrants Notes so owned that have been pledged in good faith other than to the Corporation or any Subsidiary an Affiliate of the Corporation shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Corporation the pledgee's ’s right to vote the Warrants in the pledgee's discretion vote, sign consents, requisitions or other instruments or take such other actions free from the control of the Corporation or any Subsidiary pursuant to the terms Affiliate of the pledgeCorporation.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Every Warrant Certificate countersigned certified and delivered by the Warrant Agent under this Indenture shall will be deemed to be outstanding until it has been surrendered the earlier of the expiry of the Warrant Exercise Period and the surrender of such Warrant Certificate to the Warrant Agent upon the exercise thereof pursuant to this IndentureArticle 4, provided however provided, however, that: (a) a Warrant Certificate that which has been partially exercised or exchanged shall will be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced therebyWarrant; (b) where a Warrant New Certificate has been issued in substitution for a Warrant an Old Certificate that which has been mutilated, lost, stolen or destroyed, only one of them shall Warrants represented by the New Certificate will be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially equitably by the Corporation or any Subsidiary shall will be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will be protected in relying on any such vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall will be so disregarded; and (ii) Warrants so owned that which have been pledged in good faith other than to the Corporation or any Subsidiary shall will not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent the pledgee's right to vote the Warrants in the pledgee's its sole discretion free from the control of the Corporation or any Subsidiary pursuant to Corporation, and the terms of the pledgepledge thereof as to the right to vote will govern.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Note certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent pursuant to this IndentureTrustee for cancellation, or a new Note shall be issued in substitution therefor under subsection 2.13, or moneys for the payment thereof shall be set aside under section 7, provided however that: (a) where a Warrant Certificate that new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially exercised redeemed, purchased or exchanged converted shall be deemed to be outstanding only to the extent of the unexercised unredeemed, unpurchased or unexchanged, as the case may be, unconverted part of the Warrants evidenced therebyprincipal amount thereof; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders Holders of outstanding Warrants Notes to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants Notes owned legally or beneficially equitably by the Corporation or any Subsidiary of the Corporation shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Warrants Notes of which the Warrant Agent Trustee has notice that they are so owned shall be so disregarded; andwritten notice. (ii) Warrants Notes so owned that which have been pledged in good faith other than to the Corporation or any a Subsidiary of the Corporation shall not be so disregarded if the pledgee establishes shall establish, to the satisfaction of the Warrant Agent Trustee, the pledgee's right to vote the Warrants such Notes in the pledgee's his discretion free from the control of the Corporation or any the Subsidiary pursuant to the terms of the pledgeCorporation.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Note certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent pursuant to this IndentureTrustee for cancellation, or a new Note shall be issued in substitution therefor under section 2.14, or moneys for the payment thereof shall be set aside under Article Eight, provided however that: (a) where a Warrant Certificate that new Note has been issued in substitution for a Note which has been lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes which have been partially exercised redeemed, purchased or exchanged converted shall be deemed to be outstanding only to the extent of the unexercised unredeemed, unpurchased or unexchanged, as the case may be, unconverted part of the Warrants evidenced therebyprincipal amount thereof; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders Holders of outstanding Warrants Notes to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants Notes owned legally or beneficially equitably by the Corporation or any Subsidiary subsidiary (as defined in the Canada Business Corporations Act) of the Corporation shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Warrants Notes of which the Warrant Agent Trustee has notice that they are so owned shall be so disregarded; and (ii) Warrants Notes so owned that have been pledged in good faith other than to the Corporation or any Subsidiary a subsidiary (as defined in the Canada Business Corporations Act) of the Corporation shall not be so disregarded if the pledgee establishes shall establish, to the satisfaction of the Warrant Agent Trustee, the pledgee's ’s right to vote the Warrants such Notes in the pledgee's his discretion free from the control of the Corporation or any Subsidiary pursuant to the terms subsidiary (as defined in the Canada Business Corporations Act) of the pledgeCorporation.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6Each Note created, every Warrant Certificate countersigned issued, certified and delivered by in accordance with the Warrant Agent under this Indenture shall terms hereof will be deemed to be outstanding until it has been surrendered by the Noteholder to the Warrant Agent Indenture Trustee and cancelled by the Indenture Trustee, or until a new Note has been created and issued in substitution for such Note under Section 2.08, or until monies for the payment thereof have been deposited by the Trust to the Note Liquidation Account pursuant to this IndentureSection 2.12(2) hereof; provided, provided however however, that: (a) where a Warrant Certificate that new Note has been partially exercised created and issued in substitution for a Note which has been mutilated, lost, stolen or exchanged destroyed, only the substituted Note will be counted for the purpose of determining the aggregate unpaid principal amount of Notes then outstanding; (b) Notes on which a notation of partial redemption shall have been made pursuant to the terms and conditions attaching to such Notes shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, unredeemed part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstandingprincipal amount thereof; and (c) for the purpose of any provision of this Indenture entitling holders the holder of outstanding Warrants Notes of a Series or Class of Notes to vote, sign consents, requests requests, requisitions, Noteholder Directions or other instruments or take any other action under this Indenture, Warrants Notes of a Series or Class of Notes owned legally or beneficially equitably by or for the Corporation benefit of the Trust or an Originator, an Originator's Affiliates or any Subsidiary entity controlled by an Originator shall be disregarded, disregarded except that: (i) for the purpose of determining whether the Warrant Agent will Indenture Trustee shall be protected in relying on any such vote, consent, request request, requisition, Noteholder Direction or other instrument or other action, only the Warrants Notes of such Series of Notes or Class of Notes of which the Warrant Agent Indenture Trustee has actual notice that they are so owned shall be so disregarded; and (ii) Warrants Notes so owned that which have been pledged in good faith other than to the Corporation Trust or an Originator, an Originator's Affiliates or any Subsidiary entity controlled by an Originator shall not be so disregarded if the pledgee establishes pledge shall establish to the satisfaction of the Warrant Agent Indenture Trustee the pledgee's ’s right to vote the Warrants such Notes in the pledgee's his discretion free from the control of the Corporation Trust or such Originator, Originator's Affiliates or any Subsidiary pursuant to entity controlled by such Originator and the terms of the pledgepledge thereof as to the right to vote shall govern.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6Section 4.7, every Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture Agreement shall be deemed to be outstanding until it has been surrendered to the Warrant Agent pursuant to this IndentureAgreement, provided however that: (a1) a Warrant Certificate that has been partially redeemed, exercised or exchanged shall be deemed to be outstanding only to the extent of the unredeemed, unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b2) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c3) for the purpose of any provision of this Indenture Agreement entitling holders Holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this IndentureAgreement, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that: (ia) for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall be so disregarded; and (iib) Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary of the Corporation shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent the pledgee's ’s right to vote the Warrants in the pledgee's ’s discretion free from the control of the Corporation or any Subsidiary of the Corporation pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture Every Debenture shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent Trustee for cancellation (for greater certainty, delivery of any Debentures to the Trustee for conversion, redemption or on maturity is not delivery for cancellation until the Holder of such Debentures has received all monies and/or securities it is entitled to receive in such event) or until moneys and/or securities for the payment thereof shall be set aside under Article 10, or until it shall have become void pursuant to this IndentureSection 2.4, provided however that: (a) a Warrant Certificate however, that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant Certificate new Debenture has been issued in substitution for a Warrant Certificate that Debenture which has been lost, stolen or destroyed, only one of them such Debentures shall be counted for all purposes, including, without limitation, the purpose of determining the Warrants aggregate principal amount of Debentures outstanding; and (c) , and provided that, for the purpose of any provision of this Indenture entitling holders Holders of Debentures then outstanding Warrants to vote, constitute a quorum for the purpose of voting, sign consents, requests requisitions or other instruments or take any other action under this Indenture, Warrants owned Debentures owned, directly or indirectly, legally or beneficially by the Corporation or any Subsidiary Affiliate shall be disregarded, except that: that (i) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any vote, constitution of a quorum, consent, request or other requisition, instrument or other action, only those Debentures which according to an Officers' Certificate received by the Warrants of which the Warrant Agent has notice that they Trustee are so owned shall be so disregarded; and and (ii) Warrants Debentures so owned that which have been pledged in good faith other than to the Corporation or any Subsidiary Affiliate shall not be so disregarded disregarded, if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustee the pledgee's right to vote the Warrants such Debentures in the pledgee's discretion its discretion, free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledgeAffiliate.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Note certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it is cancelled or delivered to the Trustee for cancellation or money for the payment or redemption thereof has been surrendered to the Warrant Agent set aside pursuant to this IndentureSections 2.9 or 5.5 or Article 9, provided however that: (a) if a Warrant Certificate new Note has been issued in substitution for a Note that has been mutilated, lost, stolen or destroyed, only one of such Notes shall be counted for the purpose of determining the aggregate principal amount of Notes outstanding; (b) Notes that have been partially exercised redeemed, purchased or exchanged converted shall be deemed to be outstanding only to the extent of the unexercised unredeemed, unpurchased or unexchanged, as the case may be, unconverted part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstandingprincipal amount thereof; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants Notes to vote, sign consents, requests requisitions or other instruments or take any other action under this IndentureIndenture or to constitute a quorum at any meeting of Noteholders, Warrants Notes beneficially owned legally directly or beneficially indirectly by the Corporation Issuer or any Subsidiary Affiliate of the Issuer shall be disregarded, except ; provided that: (i) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request requisition or other instrument or other actionaction or on the Noteholders present or represented at any meeting of Noteholders constituting a quorum, only the Warrants of Notes which the Warrant Agent has notice that they Trustee knows are so owned shall be so disregarded; and; (ii) Warrants Notes so owned that have been pledged in good faith other than to the Corporation Issuer or any Subsidiary an Affiliate of the Issuer shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustee, acting reasonably, the pledgee's right to vote the Warrants in the pledgee's discretion vote, sign consents, requisitions or other instruments or take such other actions free from the control of the Corporation Issuer or any Subsidiary pursuant Affiliate of the Issuer; and (iii) for the purposes of disregarding any Notes owned legally or beneficially by the Issuer or any Affiliate, the Issuer shall provide to the terms Trustee, at the request of the pledgeTrustee, from time to time, a certificate of the Issuer setting forth as at the date of such certificate: (A) the names of the registered holders which, to the knowledge of the Issuer, are owned, directly or indirectly, legally or equitably by the Issuer or any Affiliate; and (B) the principal amount of Notes owned legally and beneficially by each of such holders; and the Trustee in making such determination shall be entitled to rely upon such certificate.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6Section 3.7, every Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture Agreement shall be deemed to be outstanding until it has been surrendered to the Warrant Agent pursuant to this IndentureAgreement, provided however that: (a1) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b2) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c3) for the purpose of any provision of this Indenture Agreement entitling holders Holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this IndentureAgreement, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that: (ia) for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall be so disregarded; and (iib) Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent the pledgee's ’s right to vote the Warrants in the pledgee's ’s discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Every Subscription Receipt Certificate countersigned and delivered by the Warrant Subscription Receipt Agent under this Indenture hereunder shall be deemed to be outstanding until it has been surrendered to the Warrant Agent pursuant to this Indentureearlier of the Exercise Date or the Release Deadline, provided however that: (a) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant Subscription Receipt Certificate has been issued in substitution for a Warrant Subscription Receipt Certificate that has been lost, stolen or destroyed, only one of them the Subscription Receipt Certificate so issued in substitution shall be counted for the purpose of determining the Warrants Subscription Receipts outstanding; and (cb) for the purpose of any provision of this Indenture Agreement entitling holders of outstanding Warrants Subscription Receipts to vote, sign consents, requests or other instruments or take any other action under this IndentureAgreement, Warrants Subscription Receipts owned legally or beneficially equitably by the Corporation or any Subsidiary subsidiary of the Corporation shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Subscription Receipt Agent will shall be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants Subscription Receipts of which the Warrant Subscription Receipt Agent has notice that they are so owned shall be so disregarded; and (ii) Warrants Subscription Receipts so owned that have been pledged in good faith other than to the Corporation or any Subsidiary subsidiary of the Corporation shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Subscription Receipt Agent, by providing the Subscription Receipt Agent with a legal opinion of Counsel, the pledgee's ’s right to vote the Warrants Subscription Receipts in the pledgee's ’s discretion free from the control of the Corporation or any Subsidiary subsidiary of the Corporation pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.63.7, every Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture shall be deemed to be outstanding until it has been surrendered to the Warrant Agent pursuant to this Indenture, provided however that: (a) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall be so disregarded; and (ii) Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent the pledgee's right to vote the Warrants in the pledgee's discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as otherwise provided in section 3.6herein, every Warrant Certificate countersigned Authorized and delivered by the Warrant Agent under this Indenture shall be deemed to be outstanding until it has been surrendered to the Warrant Agent pursuant to this Indenture, provided however that: (a) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has written notice that they are so owned shall be so disregarded; and (ii) Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent Agent, relying on the written statement of the Corporation, the pledgee's right to vote the Warrants in the pledgee's discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in subsection and section 3.6, every Special Warrant Certificate countersigned and delivered by the Warrant Agent Trustee under this Indenture shall be deemed to be outstanding until it has been surrendered to the Warrant Agent Trustee pursuant to this Indenture, provided however that: (a) a Special Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced therebySpecial Warrants; (b) where a Special Warrant Certificate has been issued in substitution for a Special Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Special Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Special Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Special Warrants owned legally or beneficially by the Corporation Company or any Subsidiary shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent Trustee will be protected in relying on any vote, consent, request or other instrument or other action, only the Special Warrants of which the Warrant Agent Trustee has notice that they are so owned shall be so disregarded; and (ii) Special Warrants so owned that have been pledged in good faith other than to the Corporation Company or any Subsidiary shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent Trustee the pledgee's right to vote the Special Warrants in the pledgee's discretion free from the control of the Corporation Company or any Subsidiary pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Every Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered to the Warrant Agent Trustee pursuant to this Indenture, provided however that: (a) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, unexchanged part of the Warrants evidenced thereby;Warrants, (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially by the Corporation Company or any Subsidiary subsidiary of the Company shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent Trustee has notice that they are so owned shall be so disregarded; and (ii) Warrants so owned that have been pledged in good faith other than to the Corporation Company or any Subsidiary subsidiary of the Company shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent Trustee the pledgee's right to vote the Warrants in the pledgee's its discretion free from the control of the Corporation Company or any Subsidiary subsidiary of the Company pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6Every Uncertificated Warrant, and every certificated Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture hereunder, shall be deemed to be outstanding until it has been the Warrant Expiry Time, or, in the case of a Certificated Warrant, until such Warrant Certificate shall be surrendered to the Warrant Agent upon the exercise thereof pursuant to this IndentureArticle 3, provided however that: (a) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that which has been partially exercised, lost, stolen or destroyed, the Warrants represented by only one of them shall be counted for the purpose of determining the number of Warrants outstanding; and (cb) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially equitably by the Corporation Company or any Subsidiary thereof shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned by the Company or any Subsidiary shall be so disregarded; and (ii) Warrants so owned that which have been pledged in good faith other than to the Corporation Company or any Subsidiary thereof shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent the pledgee's ’s right to vote the Warrants in the pledgee's his discretion free from the control of the Corporation Company or any Subsidiary pursuant to thereof, as the case may be, and the terms of the pledgepledge thereof as to the right to vote shall govern.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6Each Note created, every Warrant Certificate countersigned issued, certified and delivered by in accordance with the Warrant Agent under this Indenture shall terms hereof will be deemed to be outstanding until it has been surrendered by the Noteholder to the Warrant Agent Indenture Trustee and cancelled by the Indenture Trustee, or until a new Note has been created and issued in substitution for such Note under Section 2.08, or until monies for the payment thereof have been deposited by the Trust to the Note Liquidation Account pursuant to this IndentureSection 2.12(2) hereof; provided, provided however however, that: (a) where a Warrant Certificate that new Note has been partially exercised created and issued in substitution for a Note which has been mutilated, lost, stolen or exchanged destroyed, only the substituted Note will be counted for the purpose of determining the aggregate unpaid principal amount of Notes then outstanding; (b) Notes on which a notation of partial redemption shall have been made pursuant to the terms and conditions attaching to such Notes shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, unredeemed part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstandingprincipal amount thereof; and (c) for the purpose of any provision of this Indenture entitling holders the holder of outstanding Warrants Notes of a Series or Class of Notes to vote, sign consents, requests requests, requisitions, Noteholder Directions or other instruments or take any other action under this Indenture, Warrants Notes of a Series or Class of Notes owned legally or beneficially equitably by or for the Corporation benefit of the Trust or an Originator, an Originator’s Affiliates or any Subsidiary entity controlled by an Originator shall be disregarded, disregarded except that: (i) for the purpose of determining whether the Warrant Agent will Indenture Trustee shall be protected in relying on any such vote, consent, request request, requisition, Noteholder Direction or other instrument or other action, only the Warrants Notes of such Series of Notes or Class of Notes of which the Warrant Agent Indenture Trustee has actual notice that they are so owned shall be so disregarded; and (ii) Warrants Notes so owned that which have been pledged in good faith other than to the Corporation Trust or an Originator, an Originator’s Affiliates or any Subsidiary entity controlled by an Originator shall not be so disregarded if the pledgee establishes pledge shall establish to the satisfaction of the Warrant Agent Indenture Trustee the pledgee's ’s right to vote the Warrants such Notes in the pledgee's his discretion free from the control of the Corporation Trust or such Originator, Originator’s Affiliates or any Subsidiary pursuant to entity controlled by such Originator and the terms of the pledgepledge thereof as to the right to vote shall govern.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Debt Security certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent pursuant Trustee for cancellation, or a new Debt Security shall be issued in substitution therefor under Article 2, or it shall be deemed not to this Indenturebe outstanding in accordance with the provisions of Article 7, provided however that: (a) or until a Warrant Certificate that has notation of the partial redemption of such Debt Security shall have been partially exercised or exchanged made thereon in which latter case it shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, unredeemed part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate principal amount thereof, provided that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants Debt Securities to vote, sign consents, requests requisitions or other instruments or take any other action under this Indenture, Warrants owned Debt Securities owned, directly or indirectly, legally or beneficially equitably by the Corporation or any Subsidiary shall be disregarded, disregarded except that: (ia) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request requisition or other instrument or other action, action only the Warrants of Debt Securities which the Warrant Agent has notice that they Trustee knows are so owned shall be so disregarded; , and (iib) Warrants Debt Securities so owned that which have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustee the pledgee's right to vote the Warrants such Debt Securities in the pledgee's his discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledgeSubsidiary.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6Sections 3.3 and 3.5(e) and subject to the terms of this Agreement, every Warrant Subscription Receipt Certificate countersigned as certified and delivered by the Warrant Subscription Receipt Agent under this Indenture hereunder shall be deemed to be outstanding until it has been surrendered to the Warrant Subscription Receipt Agent pursuant to this IndentureAgreement, provided however that: (a) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant Subscription Receipt Certificate has been issued in substitution for a Warrant Subscription Receipt Certificate that has been lost, stolen or destroyed, only one of them the Subscription Receipt Certificate so issued in substitution shall be counted for the purpose of determining the Warrants Subscription Receipts outstanding; and (cb) for the purpose of any provision of this Indenture Agreement entitling holders of outstanding Warrants Subscription Receipts to vote, sign consents, requests or other instruments or take any other action under this IndentureAgreement, Warrants Subscription Receipts owned legally or beneficially equitably by the Corporation or any affiliated entity (including any Subsidiary of the Corporation or any partnership to which the Corporation may be directly or indirectly a party to) shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Subscription Receipt Agent will shall be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants Subscription Receipts of which the Warrant Subscription Receipt Agent has notice that they are so owned shall be so disregarded; and (ii) Warrants Subscription Receipts so owned that have been pledged in good faith other than to the Corporation or any affiliated entity (including any Subsidiary of the Corporation or any partnership to which the Corporation may be directly or indirectly a party to) shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Subscription Receipt Agent, by providing the Subscription Receipt Agent with a legal opinion of counsel, the pledgee's right to vote the Warrants Subscription Receipts in the pledgee's discretion free from the control of the Corporation or any affiliated entity (including any Subsidiary of the Corporation or any partnership to which the Corporation may be directly or indirectly a party to) pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Debenture certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent pursuant to this IndentureTrustee for cancellation or moneys for the payment or redemption thereof shall have been set aside under Section 4.05 or Section 7.05, as the case may be, provided however that: (a) a Warrant Certificate that has Debentures which have been partially exercised redeemed, purchased or exchanged converted shall be deemed to be outstanding only to the extent of the unexercised unredeemed, unpurchased or unexchanged, as the case may be, unconverted part of the Warrants evidenced therebyprincipal amount thereof; (b) where when a Warrant Certificate new Debenture has been issued in substitution for a Warrant Certificate that Debenture which has been lost, stolen or destroyed, only one of them such Debentures shall be counted for the purpose of determining the Warrants aggregate principal amount of Debentures outstanding; and; (c) for the purpose of any provision of this Trust Indenture entitling holders of outstanding Warrants Debentures to vote, sign consents, requests requisitions or other instruments or take any other action under this Trust Indenture, Warrants owned Debentures owned, directly or indirectly, legally or beneficially equitably by the Corporation Company or any Subsidiary of the Company shall be disregarded, disregarded except that: (i) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request requisition or other instrument or other action, action only the Warrants of Debentures which the Warrant Agent Trustee has notice that they been advised by the Company in an Officer’s Certificate are so owned shall be so disregarded; , and (ii) Warrants Debentures so owned that which have been pledged in good faith other than to the Corporation Company or any Subsidiary of the Company shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustee the pledgee's ’s right to vote the Warrants such Debentures in the pledgee's his discretion free from the control of the Corporation Company or any Subsidiary pursuant to the terms of the pledgeCompany.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Debenture certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent pursuant Trustee for cancellation, or a new Debenture shall be issued in substitution therefor under Article 2, or it shall be deemed not to this Indenturebe outstanding in accordance with the provisions of Article 7, provided however that: (a) or until a Warrant Certificate that has notation of the partial redemption of such Debenture shall have been partially exercised or exchanged made thereon in which latter case it shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, unredeemed part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate principal amount thereof, provided that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants Debentures to vote, sign consents, requests requisitions or other instruments or take any other action under this Indenture, Warrants owned Debentures owned, directly or indirectly, legally or beneficially equitably by the Corporation or any Subsidiary shall be disregarded, disregarded except that: (ia) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request requisition or other instrument or other action, action only the Warrants of Debentures which the Warrant Agent has notice that they Trustee knows are so owned shall be so disregarded; , and (iib) Warrants Debentures so owned that which have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustee the pledgee's right to vote the Warrants such Debentures in the pledgee's his discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledgeSubsidiary.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Debenture certified and delivered by the Warrant Fiscal Agent under this Indenture hereunder shall be deemed to be outstanding until it has been surrendered shall be canceled or delivered to the Warrant Fiscal Agent pursuant to this Indenturefor cancellation, or a new Debenture shall be issued in substitution therefor under Section 2.10 provided however that: (a) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant Certificate new Debenture has been issued in substitution for a Warrant Certificate that Debenture which has been lost, stolen or destroyed, only one of them such Debentures shall be counted for the purpose of determining the Warrants aggregate principal amount of Debentures outstanding; and (cb) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants Debentureholders to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that: (i) for Debentures owned directly or indirectly, legally or equitably, by the purpose Company or any Affiliate shall be disregarded provided that: (a) the Fiscal Agent shall obtain written confirmation from Debentureholders that they are not an Affiliate of determining whether the Warrant Agent will be protected in Company prior to relying on any such vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall be so disregarded; and (iib) Warrants Debentures so owned that which have been pledged in good faith other than to the Corporation the, Company or any Subsidiary an Affiliate shall not be so disregarded if the pledgee establishes establishes, to the satisfaction of the Warrant Agent Fiscal Agent, the pledgee's ’s right to vote the Warrants such Debentures in the pledgee's his discretion free from the control of the Corporation Company or an Affiliate. (ii) Debentures owned directly or indirectly by the Government representing in excess of 50% of all outstanding Debentures (or series of Debentures in the event of any Subsidiary pursuant to vote, consent or request by series) shall be disregarded and for the terms purposes of this provision, Debentures held by the Social Security Board of Belize, any Public Statutory Cooperation of Belize (including the Central Bank of Belize) and any Person acting as nominee for, controlled by, or acting in accordance with the instructions, directly or indirectly, of the pledgeGovernment, shall be deemed to be owned by the Government.

Meaning of “outstanding” for Certain Purposes. (1) Except as otherwise provided in section 3.6herein, every Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture shall be deemed to be outstanding until it has been surrendered to the Warrant Agent pursuant to this Indenture, provided however that: (a) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c) for the purpose of any provision of this Indenture entitling holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this Indenture, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that: (i) for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has written notice that they are so owned shall be so disregarded; and (ii) Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent Agent, relying on the written statement of the Corporation, the pledgee's right to vote the Warrants in the pledgee's discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6Section 3.7, every Warrant Certificate countersigned and delivered by the Warrant Agent under this Indenture Agreement shall be deemed to be outstanding until it has been surrendered to the Warrant Agent pursuant to this IndentureAgreement, provided however that: (a1) a Warrant Certificate that has been partially exercised or exchanged shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b2) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstanding; and (c3) for the purpose of any provision of this Indenture Agreement entitling holders Holders of outstanding Warrants to vote, sign consents, requests or other instruments or take any other action under this IndentureAgreement, Warrants owned legally or beneficially by the Corporation or any Subsidiary shall be disregarded, except that: (ia) for the purpose of determining whether the Warrant Agent will be protected in relying on any vote, consent, request or other instrument or other action, only the Warrants of which the Warrant Agent has notice that they are so owned shall be so disregarded; and (iib) Warrants so owned that have been pledged in good faith other than to the Corporation or any Subsidiary of the Corporation shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent the pledgee's ’s right to vote the Warrants in the pledgee's ’s discretion free from the control of the Corporation or any Subsidiary of the Corporation pursuant to the terms of the pledge.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Xvery Exchangeable Security certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it is cancelled or delivered to the Trustee for cancellation or money and/or property for the payment thereof has been surrendered set aside pursuant to the Warrant Agent pursuant to terms of this Trust Indenture; provided, provided however however, that: (a) subject as provided in Subsection 1.2(b) hereof, a Warrant Certificate that has been partially exercised or exchanged shall be deemed Exchangeable Security does not cease to be outstanding only to because an Affiliate of MDC is the extent Holder of the unexercised or unexchanged, as the case may be, part of the Warrants evidenced thereby; (b) where a Warrant Certificate has been issued in substitution for a Warrant Certificate that has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants outstandingExchangeable Security; and (cb) for the purpose of any provision of this Trust Indenture entitling holders of outstanding Warrants Exchangeable Securities to vote, sign consents, requests or other instruments or take any other action under this Trust Indenture, Warrants Exchangeable Securities owned legally or beneficially equitably by the Corporation MDC or any Subsidiary Affiliate of MDC shall be disregarded, disregarded except that: (i) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request or other instrument or other action, only the Warrants Exchangeable Securities of which the Warrant Agent Trustee has actual notice that they are so owned shall be so disregarded; and (ii) Warrants Exchangeable Securities so owned that which have been pledged in good faith other than to the Corporation MDC or any Subsidiary Affiliate of MDC shall not be so disregarded if the pledgee establishes to the satisfaction of the Warrant Agent Trustee the pledgee's right to vote the Warrants such Exchangeable Securities in the pledgee's discretion free from the control of the Corporation MDC or any Subsidiary pursuant to the terms Affiliate of the pledgeMDC.

Meaning of “outstanding” for Certain Purposes. Except as provided in section 3.6, every Warrant Certificate countersigned Every Debenture certified and delivered by the Warrant Agent under this Indenture Trustee hereunder shall be deemed to be outstanding until it has been surrendered shall be cancelled or delivered to the Warrant Agent pursuant to this IndentureTrustee for cancellation or moneys for the payment thereof shall have been set aside under section 7.02, provided however that: (a1) a Warrant Certificate that has Debentures which have been partially exercised or exchanged redeemed shall be deemed to be outstanding only to the extent of the unexercised or unexchanged, as the case may be, unredeemed part of the Warrants evidenced therebyprincipal amount thereof; (b2) where a Warrant Certificate new Debenture has been issued in substitution for a Warrant Certificate that Debenture which has been lost, stolen or destroyed, only one of them shall be counted for the purpose of determining the Warrants aggregate principal amount of Debentures outstanding; and (c3) for the purpose of any provision of this Trust Indenture entitling holders of outstanding Warrants Debentures to vote, sign consents, requests requisitions or other instruments or take any other action under this Trust Indenture, Warrants Debentures owned legally or beneficially equitably by the Corporation or any Subsidiary Bank shall be disregarded, disregarded except that: (ia) for the purpose of determining whether the Warrant Agent will Trustee shall be protected in relying on any such vote, consent, request or other requisition, instrument or other action, action only the Warrants of Debentures which the Warrant Agent has notice that they Trustee knows are so owned shall be so disregarded; and (iib) Warrants Debentures so owned that which have been pledged in good faith other than to the Corporation or any Subsidiary Bank shall not be so disregarded if the pledgee establishes shall establish to the satisfaction of the Warrant Agent Trustee the pledgee's right to vote the Warrants such Debentures in the pledgee's his discretion free from the control of the Corporation or any Subsidiary pursuant to the terms of the pledgeBank.