Common use of When Notes Disregarded Clause in Contracts

When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

When Notes Disregarded. In determining whether the Holders of the required principal amount at Maturity of Notes have concurred in any direction, waiver or consentconsent hereunder, under the Notes, the Purchase Agreement or the Exchange and Registration Rights Agreement, Notes owned by (x) the Company, any Guarantor Subsidiary or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor Subsidiary or (y) except in the case of any determination pursuant to Section 13.02(a)(i) through (vii), the holder of any Subordinated Indebtedness or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with such holder of Subordinated Indebtedness shall in each case be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer the officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the CompanyIssuers, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Issuers or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes Subject to the satisfaction of foregoing, only Notes outstanding at the Trustee the pledgee’s right to deliver time shall be considered in any such directiondetermination. Notwithstanding the foregoing, waiver or consent with respect Notes that are to be acquired by the Notes and that the pledgee is not the Company Issuers, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Issuers or any Guarantor Subject pursuant to the foregoingan exchange offer, only tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes outstanding at the time shall be considered in any passes to such determinationentity.

When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the CompanyIssuer, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Issuer or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have ​ ​ been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company any Issuer or any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Issuer or any Guarantor Subject subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the CompanyIssuers, any Note Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Issuers or any Note Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes Subject to the satisfaction of foregoing, only Notes outstanding at the Trustee the pledgee’s right to deliver time shall be considered in any such directiondetermination. Notwithstanding the foregoing, waiver or consent with respect Notes that are to be acquired by the Notes and that the pledgee is not the Company Issuers, any Note Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Issuers or any Note Guarantor Subject pursuant to the foregoingan exchange offer, only tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes outstanding at the time shall be considered in any passes to such determinationentity.

When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the CompanyIssuers, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company any Issuer or any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the CompanyIssuer, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Issuer or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s 's right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company any Issuer or any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Issuer or any Guarantor Subject subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

When Notes Disregarded. In determining whether the Holders of the required principal amount of the applicable series of Notes have concurred in any direction, waiver or consent, Notes owned by the CompanyIssuers, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company any Issuer or any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the CompanyIssuer, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Issuer or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company any Issuer or any Guarantor or any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company Issuer or any Guarantor Subject subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

When Notes Disregarded. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a the Trust Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes Subject to the satisfaction of foregoing, only Notes outstanding at the Trustee the pledgee’s right to deliver time shall be considered in any such directiondetermination. Notwithstanding the foregoing, waiver or consent with respect Notes that are to be acquired by the Notes and that the pledgee is not the Company Company, any Guarantor or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any Guarantor Subject pursuant to the foregoingan exchange offer, only tender offer or other agreement shall not be deemed to be owned by such entity until legal title to such Notes outstanding at the time shall be considered in any passes to such determinationentity.