Common use of Responsibility of Trustee and Conversion Agent Clause in Contracts

Responsibility of Trustee and Conversion Agent. (a) Neither the Trustee nor the Conversion Agent shall have any duty to calculate the Base Conversion Rate or to make any computation or determination in connection therewith or to determine when an adjustment under this Article IX should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of the same or the correctness of any such adjustment, and shall be protected in relying upon, an Officer’s Certificate and Opinion of Counsel, including the Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 9.08. Neither the Trustee nor the Conversion Agent makes any representation as to the validity or value of any securities or assets issued upon conversion of Securities, and neither the Trustee nor the Conversion Agent shall be responsible for the Company’s failure to comply with any provisions of this Article IX, including, without limitation, whether or not a supplemental indenture is required to be executed. (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 9.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officer’s Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 9.10. (c) Neither the Trustee nor any Conversion Agent or any other agent shall be responsible for determining whether any event contemplated by this Article IX has occurred which makes the Securities eligible for conversion until the Company has delivered to the Trustee and any Conversion Agent and each other Agent an Officer’s Certificate stating that such event has occurred, on which Officer’s Certificate the Trustee and any such Conversion Agent and other Agent may conclusively rely, and the Company agrees to deliver such Officer’s Certificate to the Trustee and any such Conversion Agent and each other Agent promptly after the occurrence of any such event.

Responsibility of Trustee and Conversion Agent. (a) Neither the The Trustee nor and the Conversion Agent shall have will not at any time be under any duty or responsibility to calculate any Holder to determine the Base Conversion Rate (or to make any computation adjustment thereto) or determination in connection therewith or to determine when an whether any facts exist that may require any adjustment under this Article IX should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence (including any increase) of the same Conversion Rate, or the correctness nature or extent or calculation of any such adjustmentadjustment when made, and shall be protected in relying upon, an Officer’s Certificate and Opinion of Counsel, including the Officer’s Certificate or with respect thereto which to the Company is obligated method employed, pursuant to file this Indenture or any supplement to this Indenture, in making the same. The Trustee and the Conversion Agent (if other than the Trustee) will not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee pursuant to Section 9.08and the Conversion Agent make no representations with respect thereto. Neither the Trustee nor the Conversion Agent makes will be responsible for any representation as failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the validity or value surrender of any securities Note for the purpose of conversion or assets issued upon conversion to comply with any of Securitiesthe duties, and responsibilities or covenants of the Company contained in this Article 5. Without limiting the generality of the foregoing, neither the Trustee nor the Conversion Agent shall be responsible for the Company’s failure to comply with any provisions of this Article IX, including, without limitation, whether or not a supplemental indenture is required to be executed. (b) The Trustee shall not will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed entered into pursuant to Section 9.105.09 relating either to (x) the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any Common Stock Change Event or (y) any adjustment to be made with respect thereto; provided, but however, that, subject to the provisions of Article 10, the Trustee and the Conversion Agent may accept (without any independent investigation) as conclusive evidence of the correctness thereofof any such provisions, and shall will be fully protected in relying upon, the Officer’s Certificate and Opinion of Counsel, with respect thereto (which the Company is will be obligated to file with the Trustee pursuant prior to Section 9.10. (cthe execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor any the Conversion Agent or any other agent shall will be responsible for determining whether any event contemplated by this Article IX Section 5.01(C) has occurred which that makes the Securities Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and any the Conversion Agent and each other Agent an Officer’s Certificate stating that the notices referred to in Section 5.01(C) with respect to the commencement or termination of such event has occurredconversion rights, on which Officer’s Certificate notices the Trustee and any such the Conversion Agent and other Agent may conclusively rely, and the Company agrees to deliver such Officer’s Certificate notices to the Trustee and any such the Conversion Agent and each other Agent promptly immediately after the occurrence of any such event or at such other times as are provided for in Section 5.01(C). Neither the Trustee nor the Conversion Agent will have any obligation to independently determine or verify whether any Fundamental Change, Make-Whole Fundamental Change or other event has occurred or notify the Holders of any such event. Neither the Trustee nor the Conversion Agent will have the responsibility for any act or omission of any Designated Institution.

Responsibility of Trustee and Conversion Agent. The Trustee and any Conversion Agent will not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (aor any adjustment thereto) Neither or whether any facts exist that may require any adjustment (including any increase) to the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in this Indenture or in any supplemental indenture provided to be employed, in making the same. The Trustee and any Conversion Agent will not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, cash or other property that may at any time be issued or delivered upon the conversion of any Note; and neither the Trustee nor the any Conversion Agent shall have makes any duty to calculate the Base Conversion Rate or to make any computation or determination in connection therewith or to determine when an adjustment under this Article IX should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of the same or the correctness of any such adjustment, and shall be protected in relying upon, an Officer’s Certificate and Opinion of Counsel, including the Officer’s Certificate representations with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 9.08thereto. Neither the Trustee nor any Conversion Agent will be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities, cash or other property upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 5. Neither the Trustee nor any Conversion Agent will be responsible for making any calculations under this Article 5 or for monitoring the sale or trading price of the Common Stock or determining whether a conversion event has occurred or will occur or whether the Notes may be surrendered for conversion nor will the Trustee or the Conversion Agent makes any representation as be required to notify the validity Depositary or value Holders if a conversion event has occurred or will occur or whether the Notes may be surrendered for conversion. Without limiting the generality of any securities or assets issued upon conversion of Securitiesthe foregoing, and neither the Trustee nor the any Conversion Agent shall be responsible for the Company’s failure to comply with any provisions of this Article IX, including, without limitation, whether or not a supplemental indenture is required to be executed. (b) The Trustee shall not will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed entered into pursuant to Section 9.105.08 relating either to the kind or amount of the Reference Property or to any adjustment to be made with respect to any Common Stock Change Event, but may accept (without any independent investigation) as conclusive evidence of the correctness thereofof any such provisions, and shall will be fully protected in conclusively relying upon, the Officer’s Certificate and Opinion of Counsel, with respect thereto (which the Company is will be obligated to file with the Trustee pursuant to Section 9.10. (c) Neither before the Trustee nor any Conversion Agent or any other agent shall be responsible for determining whether any event contemplated by this Article IX has occurred which makes the Securities eligible for conversion until the Company has delivered to the Trustee and any Conversion Agent and each other Agent an Officer’s Certificate stating that such event has occurred, on which Officer’s Certificate the Trustee and any such Conversion Agent and other Agent may conclusively rely, and the Company agrees to deliver such Officer’s Certificate to the Trustee and any such Conversion Agent and each other Agent promptly after the occurrence execution of any such eventsupplemental indenture in addition to any other deliverables required under this Indenture in connection with the execution of such supplemental indenture) with respect thereto.

Responsibility of Trustee and Conversion Agent. (a) Neither the Trustee nor the Conversion Agent shall have has any duty or responsibility to calculate the Base Conversion Price, Conversion Rate or to make any computation or determination in connection therewith Notes Shares or to determine when an adjustment under this Article IX Twelve should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of the same or the correctness of any such adjustment, and shall be protected in relying upon, an Officer’s Certificate and Opinion of Counsel, including the Officer’s Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 9.0812.07 hereof. Neither the Trustee nor the Conversion Agent makes any representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and neither the Trustee nor the Conversion Agent shall be responsible for the Company’s failure by the Issuer to comply with any provisions of this Article IXTwelve. Neither the Trustee nor the Conversion Agent shall be responsible for any failure of the Issuer to make any cash payment or to issue, includingtransfer or deliver any shares of Common Stock or stock or share certificates or other securities or property upon the surrender of any Note for the purpose of conversion; and neither the Trustee nor the Conversion Agent shall be responsible or liable for any failure of the Issuer to comply with any of the covenants of the Issuer contained in this Article Twelve. Without limiting the generality of the foregoing, without limitation, whether or not a supplemental indenture is required to be executed. (b) The neither the Trustee nor the Conversion Agent shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant entered into, or Officer’s Certificate delivered, in connection with this Article Twelve relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in Section 9.1012.05 or to any adjustment to be made with respect thereto, but may accept as conclusive evidence of the correctness thereofof any such provisions, and shall be fully protected in relying upon, the Officer’s Certificate and Opinion of Counsel, with respect thereto which the Company is Issuer shall be obligated to file with the Trustee deliver pursuant to Section 9.1012.07. (c) Neither the Trustee nor any Conversion Agent or any other agent shall be responsible for determining whether any event contemplated by this Article IX has occurred which makes the Securities eligible for conversion until the Company has delivered to the Trustee and any Conversion Agent and each other Agent an Officer’s Certificate stating that such event has occurred, on which Officer’s Certificate the Trustee and any such Conversion Agent and other Agent may conclusively rely, and the Company agrees to deliver such Officer’s Certificate to the Trustee and any such Conversion Agent and each other Agent promptly after the occurrence of any such event.