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

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series or any other obligor on the Securities of such series or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company, any Guarantor or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities of any series, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, and for purposes of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities in respect of which a Responsible Officer of the Trustee actually knows are so owned has received written notice shall be so disregarded. Securities held by any depositary or other custodial arrangement established by or on behalf of the Company shall be regarded as Outstanding if the beneficial interest therein is not owned by the Company or any other obligor on such Securities 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 such Securities. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any reasonable decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer’s Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.01 and 6.025.02, the Trustee shall be entitled to accept such Officers’ Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which that are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, and for the purpose of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the on such Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the such Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an a Company Officers’ Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described personsPersons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Company Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer's Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which are owned by the Company, any the Guarantor with respect to such series or any other obligor on the Securities of with respect to which such series determination is being made or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such the Guarantor or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, and for purposes of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any the Guarantor or any other obligor upon the Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any the Guarantor or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described personsPersons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which are owned by the Company, any the Guarantor with respect to such series or any other obligor on the Securities of with respect to which such series 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, any such the Guarantor or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, and for purposes of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any the Guarantor or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any the Guarantor or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person directly Affiliate of the Company or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with Affiliate of the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02Section 7.02, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which that are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, and for the purpose of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the on such Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the such Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an a Company Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described personsPersons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Company Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders holders of the requisite aggregate Principal Amount principal amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.01 and 6.025.02, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer's Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described personsPersons; and, subject to Sections 6.01 Section 7.1 and 6.02Section 7.2, the Trustee shall be entitled to accept such Officers’ Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any request, demand, authorization, direction, consent notice, consent, waiver or waiver other action by Securityholders under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver action only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of the Company or any of other obligor on the above-described personsSecurities; and, subject to Sections 6.01 6.1 and 6.026.3, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 7.1 and 6.027.2, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series have concurred in given any request, demand, authorization, direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such the relevant series or by any person directly Subsidiary or indirectly controlling Affiliate of the Company or controlled by or under direct or indirect common control with the Company, any such Guarantor or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that that, for the purpose of determining whether the Trustee shall be protected in relying on any such request, demand, authorization, direction, consent or waiver waiver, only Securities which a Responsible Officer of the Trustee actually knows are to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the such Securities or any person directly Subsidiary or indirectly controlling or controlled by or under direct or indirect common control with Affiliate of the Company, any Guarantor Company or any other obligor on the Securitiessuch obligor. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities of any series, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; persons and, subject to Sections 6.01 7.1 and 6.027.2 hereof, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer’s Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described personsPersons; and, subject to Sections 6.01 Section 7.1 and 6.02Section 7.2, the Trustee shall be entitled to accept such Officers’ Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this the Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned owned, or has received written notice that such Securities are so owned, shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.01 and 6.025.05, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this IndentureLoan Agreement, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person directly Affiliate of the Company or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee Agent shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually Agent knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee Agent the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with Affiliate of the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee Agent in accordance with such advice. Upon request of the TrusteeAgent, the Company shall furnish to the Trustee Agent promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02Section 7.02, the Trustee Agent shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Perpetual Subordinated Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities in respect of which a Responsible Officer of the Trustee actually knows has received written notice to the effect that such Securities are so owned shall be so disregarded. Securities held by any depositary or other custodial arrangement established by or on behalf of the Company shall be regarded as Outstanding if the beneficial interest therein is not owned by the Company or any other obligor on such Securities 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 such Securities. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer’s Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 Section 5.01 and 6.02Section 5.02, the Trustee shall be entitled to accept such Officers’ Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders holders of the requisite aggregate Principal Amount principal amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer's Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.1 and 6.025.2, the Trustee shall be entitled to accept such Officers’ Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders holders of the requisite aggregate Principal Amount principal amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.01 and 6.025.02, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer's Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer's Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.01 and 6.025.02, the Trustee shall be entitled to accept such Officers’ Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, and for purposes of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer’s Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In -------------------------------------------------- determining whether the Holders holders of the requisite aggregate Principal Amount principal amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.1 and 6.025.2, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.01 and 6.025.02, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer's Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described personsPersons; and, subject to Sections 6.01 Section 7.1 and 6.02Section 7.2, the Trustee shall be entitled to accept such Officers’ Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, and for purposes of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or 55 indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in conclusively relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities of any series, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities of any series, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Current Principal Amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities in respect of which a Responsible Officer of the Trustee actually knows has received written notice to the effect that such Securities are so owned shall be so disregarded. Securities held by any depositary or other custodial arrangement established by or on behalf of the Company shall be regarded as Outstanding if the beneficial interest therein is not owned by the Company or any other obligor on such Securities 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 such Securities. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any reasonable decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer’s Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.01 and 6.025.02, the Trustee shall be entitled to accept such Officers’ Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, and for purposes of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described personsPersons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount of the Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities of any seriesthe Securities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all the Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person directly Affiliate of the Company or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with Affiliate of the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02Section 7.02, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, and for purposes of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the on such Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the such Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an a Company Officers’ Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described personsPersons; and, subject to Sections 6.01 6.1 and 6.026.2 , the Trustee shall be entitled to accept such Company Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee or the Registrar shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee or the Registrar actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee or the Registrar, as applicable, the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee or the Registrar, as applicable, in accordance with such advice. Upon request of the TrusteeTrustee or the Registrar, the Company shall furnish to the Trustee or the Registrar, as applicable, promptly an Officers’ Officer’s Certificate listing and identifying all Securities of any series, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02, the Trustee or the Registrar, as applicable, shall be entitled to accept such Officers’ Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Current Principal Amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities in respect of which a Responsible Officer of the Trustee actually knows are so owned has received written notice shall be so disregarded. Securities held by any depositary or other custodial arrangement established by or on behalf of the Company shall be regarded as Outstanding if the beneficial interest therein is not owned by the Company or any other obligor on such Securities 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 such Securities. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any reasonable decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer’s Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.01 and 6.025.02, the Trustee shall be entitled to accept such Officers’ Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any request, demand, authorization, direction, consent notice, consent, waiver or waiver other action by Securityholders under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver action only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer's Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-above- described persons; and, subject to Sections 6.01 7.1 and 6.027.2, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer’s Certificate listing and identifying all Securities of any series, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Officers’ Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, and for purposes of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities as to which a Responsible Officer of the Trustee actually knows has received written notice are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer’s Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described personsPersons; and, subject to Sections 6.01 5.01 and 6.025.02, the Trustee shall be entitled to accept such Officers’ Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders holders of the requisite aggregate Principal Amount principal amount of Securities of any series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of such series or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of such series shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer's Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.01 and 6.025.02, the Trustee shall be entitled to accept such Officers’ Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-above- described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any such Guarantor Company or any other obligor on the Securities of with respect to which such series shall determination is being made, will be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall will be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall will be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee that the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall will be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall will furnish to the Trustee promptly an Officers’ Officer's Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the persons described above-described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee shall will be entitled to accept such Officers’ Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any series or all Series have concurred in any direction, consent or waiver under this IndentureIndenture or whether a quorum is present at a meeting of Holders of Securities, Securities of such series which are owned by the Company, any Company or the Guarantor with respect to such series or any other obligor on the Securities of with respect to which such series 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, any such Company or the Guarantor or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee Trustees shall be protected in relying on any such direction, consent or waiver waiver, and for purposes of determining the presence of a quorum, only Securities which a Responsible Officer of the Trustee Trustees actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee Trustees the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Company or the Guarantor or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Company or the Guarantor or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee Trustees in accordance with such advice. Upon request of the TrusteeTrustees, the Company shall furnish to the Trustee Trustees promptly an Officers’ Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company or the Guarantor to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 6.1 and 6.026.2, the Trustee Trustees shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Fixed-Term Subordinated Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities in respect of which a Responsible Officer of the Trustee actually knows has received written notice to the effect that such Securities are so owned shall be so disregarded. Securities held by any depositary or other custodial arrangement established by or on behalf of the Company shall be regarded as Outstanding if the beneficial interest therein is not owned by the Company or any other obligor on such Securities 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 such Securities. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer’s Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 Section 5.01 and 6.02Section 5.02, the Trustee shall be entitled to accept such Officers’ Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders holders of the requisite aggregate Principal Amount principal amount of Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series 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, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding for the purpose of any such determination, except that that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver waiver, only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities 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 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ ' Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 6.01 5.01 and 6.025.02, the Trustee shall be entitled to accept such Officers’ ' Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding for the purpose of any such determination.

Securities Owned by Company Deemed Not Outstanding. In determining whether the Holders of the requisite aggregate Principal Amount principal amount of Outstanding Securities of any or all series have concurred in any request, demand, authorization, direction, consent notice, consent, waiver or waiver other action by Securityholders under this Indenture, Securities of such series which are owned by the Company, any Guarantor with respect to such series Company or any other obligor on the Securities of with respect to which such series determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with Affiliate of the Company, any such Guarantor Company or any other obligor on the Securities of with respect to which such series determination is being made shall be disregarded and deemed not to be outstanding Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver action only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right so to act with respect to such Securities and that the pledgee is not the Company, any Guarantor Company or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with Affiliate of the Company, any Guarantor Company or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer's Certificate listing and identifying all Securities of any seriesSecurities, if any, known by the Company to be owned or held by or for the account of any of the above-described personsPersons; and, subject to Sections 6.01 and 6.02, the Trustee shall be entitled to accept such Officers’ Officer's Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities of such series not listed therein are outstanding Outstanding for the purpose of any such determination.