Common use of Certain Notes Disregarded Clause in Contracts

Certain Notes Disregarded. In determining whether the holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, (a) Notes which are owned by the Company or any other obligor on the Notes or any Affiliate of the Company and (b) Notes that have been transferred in contravention of the provisions of Section 2.05 shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action, only Notes which a Responsible Officer knows are so owned or transferred shall be so disregarded. Notes so owned which, subject to the consent rights of the Company and NW Capital or any Replacement Lender pursuant to the terms of this Indenture and the Agreement, have been pledged in good faith may be regarded as outstanding for the purposes of this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Notes and that the pledgee is not the Company, any other obligor on the Notes or any Affiliate of the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above-described Persons, and, subject to Section 6.01, 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 Notes not listed therein are outstanding for the purpose of any such determination. In determining whether a Note or beneficial interest therein has been transferred in contravention of Section 2.05, the Company, the Trustee and the Custodian may rely on representations of the holder thereof and may request such other evidence or documentation as they shall see fit, but shall not be obligated to do so.

Certain Notes Disregarded. In determining whether the holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, (a) Notes which are owned by the Company or any other obligor on the Notes or any Affiliate of the Company and (b) Notes that have been transferred in contravention of the provisions of Section 2.05 shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action, only Notes which a Responsible Officer knows are so owned or transferred shall be so disregarded. Notes so owned which, subject to the consent rights of the Company and NW Capital or any Replacement Lender pursuant to the terms of this Indenture and the AgreementIndenture, have been pledged in good faith may be regarded as outstanding for the purposes of this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Notes and that the pledgee is not the Company, any other obligor on the Notes or any Affiliate of the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above-described Persons, and, subject to Section 6.01, 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 Notes not listed therein are outstanding for the purpose of any such determination. In determining whether a Note or beneficial interest therein has been transferred in contravention of Section 2.05, the Company, the Trustee and the Custodian may rely on representations of the holder thereof and may request such other evidence or documentation as they shall see fit, but shall not be obligated to do so.

Certain Notes Disregarded. In determining whether the holders Holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, (a) Notes which that are owned by the Company Company, by the Guarantors, by any respective Subsidiary thereof or by any other obligor on the Notes or any respective Affiliate of the Company and thereof (bprovided that no Initial Purchaser shall be considered such an Affiliate for this purpose) Notes that have been transferred in contravention of the provisions of Section 2.05 shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action, action only Notes which that a Responsible Officer actually knows are so owned or transferred shall be so disregarded. Notes so owned which, subject to the consent rights of the Company and NW Capital or any Replacement Lender pursuant to the terms of this Indenture and the Agreement, that have been pledged in good faith may be regarded as outstanding for the purposes of this Section 9.04 8.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote so act with respect to such Notes and that the pledgee is not the Company, any other obligor on the Notes Guarantor, any respective Subsidiary thereof or any respective 62 Affiliate of the Company or any thereof (provided that no Initial Purchaser shall be considered such other obligoran Affiliate for this purpose). In the case of a dispute as to such right, any decision or indecision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Officer’s Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above-above described Persons, ; and, subject to Section 6.017.01, 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 Notes not listed therein are outstanding for the purpose of any such determination. In determining whether a Note or beneficial interest therein has been transferred in contravention of Section 2.05, the Company, the Trustee and the Custodian may rely on representations of the holder thereof and may request such other evidence or documentation as they shall see fit, but shall not be obligated to do so.

Certain Notes Disregarded. In determining whether the holders of the requisite aggregate principal amount of Notes have concurred in any direction, consent, waiver or other action under this Indenture, (a) Notes which are owned by the Company or any other obligor on the Notes or any Affiliate of the Company and (b) Notes that have been transferred in contravention of the provisions of Section 2.05 shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent, waiver or other action, only Notes which a Responsible Officer knows are so owned or transferred shall be so disregarded. Notes so owned which, subject to the consent rights of the Company and NW Capital or any Replacement Lender pursuant to the terms of this Indenture and the Agreement, have been pledged in good faith may be regarded as outstanding for the purposes of this Section 9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to vote such Notes and that the pledgee is not the Company, any other obligor on the Notes or any Affiliate of the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Company shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Notes, if any, known by the Company to be owned or held by or for the account of any of the above-described Persons, and, subject to Section 6.01, 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 Notes not listed therein are outstanding for the purpose of any such determination. In determining whether a Note or beneficial interest therein has been transferred in contravention of Section 2.05, the Company, the Trustee and the Custodian may rely on representations of the holder thereof and may request such other evidence or documentation as they shall see fit, but shall not be obligated to do so.