Common use of Responsibility of Trustee for Conversion Provisions Clause in Contracts

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or intent of any such adjustments when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, nor any Conversion Agent shall be accountable with respect to the validity or value (of the kind or amount) of any ADRs or Ordinary Share, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, nor any Conversion Agent shall be responsible for any failure of the Issuer to make any cash payment or to issue, transfer or deliver any shares of stock or share certificates or other securities or property upon the surrender of any Debenture for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor to comply with any of the covenants of the Issuer or the Guarantor contained in this Article.

Responsibility of Trustee for Conversion Provisions. (a) The Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle 9, and any Conversion Agent Agent, shall not at any time be under any duty or responsibility to any Holder of Debentures Securities or to the Company to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. , or whether a supplemental indenture need be entered into. (b) Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle 9, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any Debenture; Securities, and it or they do not make any representation with respect theretothereto nor shall the Trustee or any Conversion Agent be responsible for monitoring the price of any Common Stock. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle 9, nor any Conversion Agent shall be responsible for making calculations under this Article 5, nor any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle 9, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this ArticleArticle 5.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture, Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to which this Article 9 applies to determine whether any facts exist which that may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or employed herein or in any supplemental indenture provided to be employed, in making the same, or to monitor, determine or enforce the limitations of common stock set forth in Sections 9.02 or 9.13 hereof, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, Trustee nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which that may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.01, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, Trustee and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this ArticleArticle 9.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture, 6.1 and any Conversion ----------- Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into or to recalculate or verify the content of any certificate filed with it by the Company pursuant to the terms of this Article Eleven. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.1, nor any Conversion Agent shall be accountable with respect to ----------- the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.1, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture------- 6.1, and any Conversion Agent shall not be --- -80- responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1, and any ----------- Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to determine whether any facts exist which that may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1, nor any Conversion Agent ----------- shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which that may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1, nor any Conversion Agent ----------- shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1, and any Conversion Agent shall not be responsible or liable for ----------- any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.. ARTICLE ELEVEN

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture8.1, and the Registrar and any Paying, Conversion and Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Debentures to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, subject to nor the provisions of Section 5.01 of Registrar nor the Base IndenturePaying, nor any Conversion Agent and Exchange Agents shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs Preference Share or Ordinary Share, Shares or of any other securities or property, which may at any time be issued or delivered upon the conversion and exchange of any DebentureNote; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureRegistrar or any Paying, nor any Conversion and Exchange Agent shall be responsible for any failure of the Issuer to make any cash payment or to issue, transfer or deliver any shares of stock or share stock certificates or other securities Notes or property upon the surrender of any Debenture Note for the purpose of conversionconversion and exchange; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture8.1, and the Registrar and any Paying, Conversion and Exchange Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor to comply with any of the covenants of the Issuer or the Guarantor contained in this ArticleArticle 6.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1 hereof, and any the Paying and Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Notes to UK/1309140/10 - 75 - 246135/70-40262323 determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or intent of any such adjustments when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1 hereof, nor any the Paying and Conversion Agent shall be accountable with respect to the validity or value (of the kind or amount) of any ADRs or Ordinary ShareShares, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1 hereof, nor any the Paying and Conversion Agent shall be responsible for any failure of the Issuer to make any cash payment or to issue, transfer or deliver any shares of stock or share certificates or other securities or property upon the surrender of any Debenture Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1 hereof, and any the Paying and Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor to comply with any of the covenants of the Issuer or the Guarantor contained in this ArticleArticle 11.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 Article Six of the Base Original Indenture, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or intent of any such adjustments when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. Neither the Trustee, subject to the provisions of Section 5.01 Article Six of the Base Original Indenture, nor any Conversion Agent shall be accountable with respect to the validity or value (of the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and it or they do not make neither the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 Article Six of the Base Original Indenture, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make any cash payment or to issue, transfer or deliver any shares of stock or share certificates or other securities or property upon the surrender of any Debenture Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 Article Six of the Base Original Indenture, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this ArticleArticle Four.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture, SECTION 6.1 and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into or to recalculate or verify the content of any certificate filed with it by the Company pursuant to the terms of this Article Eleven. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureSECTION 6.1, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureSECTION 6.1, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base IndentureSECTION 6.1, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 Article Six of the Base Original Indenture, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Notes or to the Company to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 Article Six of the Base Original Indenture, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureNotes; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 Article Six of the Base Original Indenture, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 Article Six of the Base Original Indenture, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this ArticleArticle 5.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion PriceRate, or with respect to the nature nature, extent or intent amount of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary Shareshares of Common Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.01, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature nature, extent or intent amount of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into, or to recalculate or verify the contents of any certificate or Board Resolution filed with it by IKON pursuant to the terms of this Article 12. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.01, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, Trustee nor any Conversion Agent shall be responsible for any failure of the Issuer IKON to make any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, Trustee and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor IKON to comply with any of the covenants of the Issuer or the Guarantor IKON, contained in this ArticleArticle 12.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion PriceRate, or with respect to the nature nature, extent or intent amount of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary Shareshares of Common Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.. ARTICLE SIXTEEN SUBORDINATION

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1 hereof, and any the Paying and Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or intent of any such adjustments when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1 hereof, nor any the Paying and Conversion Agent shall be accountable with respect to the validity or value (of the kind or amount) of any ADRs or Ordinary ShareShares, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1 hereof, nor any the Paying and Conversion Agent shall be responsible for any failure of the Issuer to make any cash payment or to issue, transfer or deliver any shares of stock or share certificates or other securities or property upon the surrender of any Debenture Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture5.1 hereof, and any the Paying and Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor to comply with any of the covenants of the Issuer or the Guarantor contained in this ArticleArticle 11.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture7.02, and any Conversion Agent shall will not at any time be under any duty or responsibility to any Holder of Debentures to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture7.02, nor any Conversion Agent Agent, if not the Company, shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary Shareshares of Common Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureNotes; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture7.02, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture7.02, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this ArticleArticle 10.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.01, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature nature, extent or intent amount of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into, or to recalculate or verify the contents of any certificate or Board Resolution filed with it by the Company pursuant to the terms of this Article 12. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.01, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, Trustee nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates cer tificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, Trustee and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture, 6.1 and any Conversion ----------- Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into or to recalculate or verify the content of any certificate filed with it by the Company pursuant to the terms of this Article Eleven. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.1, nor any Conversion Agent shall be accountable with ----------- respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.1, nor any Conversion Agent shall be responsible for any ----------- failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture------- 6.1, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Five, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Convertible Securities to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Shares, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureConvertible Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Shares or share certificates or other securities or property or cash upon the surrender of any Debenture Convertible Security for the purpose of conversion; and neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, and nor any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or intent of any such adjustments when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, nor any Conversion Agent shall be accountable with respect to the validity or value (of the kind or amount) of any ADRs or Ordinary Share, or of any other securities or 50 property, which may at any time be issued or delivered upon the conversion of any Debenture; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, nor any Conversion Agent shall be responsible for any failure of the Issuer to make any cash payment or to issue, transfer or deliver any shares of stock or share certificates or other securities or property upon the surrender of any Debenture for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor to comply with any of the covenants of the Issuer or the Guarantor contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture8.01 hereof, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securityholder to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture8.01 hereof, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureConvertible Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture8.01 hereof, nor any Conversion Agent shall be responsible for any failure of the Issuer Corporation to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture8.01 hereof, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Corporation to comply with any of the covenants of the Issuer or the Guarantor Corporation contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.1, and any ----------- Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.1, nor any Conversion Agent ----------- shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of of Section 5.01 of the Base Indenture, 6.1 nor any Conversion Agent shall be responsible for any ----------- failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture------- 6.1, and any Conversion Agent shall not be responsible or liable for any failure --- of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.. ARTICLE TWELVE

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 8.01 of the Base Indenture, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securityholder to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 8.01 of the Base Indenture, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureConvertible Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 8.1 of the Base Indenture, nor any Conversion Agent shall be responsible for any failure of the Issuer Corporation to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 8.01 of the Base Indenture, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Corporation to comply with any of the covenants of the Issuer or the Guarantor Corporation contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.1, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into or to recalculate or verify the content of any certificate filed with it by the Company pursuant to the terms of this Article XII. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.1, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.1, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture6.1, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of 4.50% Debentures to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any 4.50% Debenture; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any 4.50% Debenture for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture8.1, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the The Trustee, subject to the provisions of Section 5.01 of the Base Indenture8.1, nor any Conversion Agent shall not be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureNote; and it or they do not make any representation with respect thereto. Neither the The Trustee, subject to the provisions of Section 5.01 of the Base Indenture8.1, nor any Conversion Agent shall not be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture8.1, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article. Unless and until a Responsible Officer of the Trustee shall have received a notice of an adjustment of the Conversion Price delivered pursuant to Section 15.5, the Trustee shall not be deemed to have knowledge of any such adjustment and may assume without inquiry that the last Conversion Price of which it has knowledge remains in effect.

Responsibility of Trustee for Conversion Provisions. The Trustee, --------------------------------------------------- subject to the provisions of Section 5.01 7.01 of the Base Subordinated Indenture, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental subordinated indenture provided to be employed, in making the same, or whether a supplemental subordinated indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 7.01 of the Base Subordinated Indenture, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 7.01 of the Base Subordinated Indenture, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 7.01 of the Base Subordinated Indenture, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of ____% Debentures to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any % Debenture; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any % Debenture for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle Six, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. (a) The Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle 9, and any Conversion Agent Agent, shall not at any time be under any duty or responsibility to any Holder of Debentures Securities or to the Company to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. , or whether a supplemental indenture need be entered into. (b) Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle 9, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareCommon Stock, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any Debenture; Securities, and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle 9, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer or deliver any shares of stock Common Stock or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base IndentureArticle 9, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this ArticleArticle 5.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures Securities to determine whether any facts exist which may require any adjustment of the applicable Conversion Price, or with respect to the nature or intent extent of any such adjustments adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need to be entered into. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, nor any Conversion Agent shall be accountable with respect to the validity or value (of or the kind or amount) of any ADRs or Ordinary ShareClass A Shares, or of any other securities or propertyproperty or cash, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, nor any Conversion Agent shall be responsible for any failure of the Issuer Company to make or calculate any cash payment or to issue, transfer transfer, or deliver any shares of stock Class A Shares or share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 5.01 of the Base Indenture601, and any Conversion Agent shall not be responsible or liable for any failure of the Issuer or the Guarantor Company to comply with any of the covenants of the Issuer or the Guarantor Company contained in this Article.