Common use of Responsibility of Trustee Clause in Contracts

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any 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 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. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to confirm the nature or extent or calculation accuracy of any such adjustment when made, made or with respect to the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, Stock or of any other securities or property, which property that may at any time be issued or delivered upon the conversion of any NoteNotes; and the Trustee and any other conversion agent the Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 4. Without limiting the generality of the foregoingThe rights, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either privileges, protections, immunities and benefits given to the kind or amount of shares of stock or securities or property (Trustee, including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment without limitation its right to be made with respect theretocompensated, butreimbursed and indemnified, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisionsare extended to, and shall be protected in relying uponenforceable by, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution in each of any such supplemental indenture) with respect theretoits capacities hereunder, including its capacity as Conversion Agent and as Bid Solicitation Agent.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 16. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes Securities to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to confirm the nature or extent or calculation accuracy of any such adjustment when made, made or with respect to the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, Stock or of any other securities or property, which property that may at any time be issued or delivered upon the conversion of any NoteSecurities; and the Trustee and any other conversion agent the Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoingThe rights, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either privileges, protections, immunities and benefits given to the kind or amount of shares of stock or securities or property (Trustee, including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment without limitation its right to be made with respect theretocompensated, butreimbursed, subject to the provisions of Section 8.1and indemnified, may accept as conclusive evidence of the correctness of any such provisionsare extended to, and shall be protected in relying uponenforceable by, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution in each of any such supplemental indenture) with respect theretoits capacities hereunder, including its capacity as Conversion Agent.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.7 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 such section relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine or calculate the Conversion Rate, to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to confirm the nature or extent or calculation accuracy of any such adjustment when made, made or with respect to the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the samesame or to determine or verify whether any facts exist which make the Notes eligible for conversion or have caused the Notes to no longer be eligible for conversion. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, Stock or of any other securities or property, which property that may at any time be issued or delivered upon the conversion of any NoteNotes; and the Trustee and any other conversion agent the Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company or a designated institution to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 4. Without limiting the generality of the foregoingThe rights, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either privileges, protections, immunities and benefits given to the kind or amount of shares of stock or securities or property (Trustee, including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment without limitation its right to be made with respect theretocompensated, butreimbursed and indemnified, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisionsare extended to, and shall be protected in relying uponenforceable by, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution in each of any such supplemental indenture) with respect theretoits capacities hereunder, including its capacity as Conversion Agent.

Responsibility of Trustee. The Trustee and any other ------------------------- conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any 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 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. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Debentures to determine the Conversion Rate or whether any facts exist which that may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteDebenture; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 17. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Debentureholders upon the conversion of their Notes Debentures after any event referred to in such Section 15.6 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 10.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 10.04 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which that may require any adjustment of the Conversion PricePrice or notice thereof, or with respect to the nature nature, accuracy or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect theretothereto or actions or omissions by the Company in connection with this Article XIV. Subject to the provisions of Section 8.17.1, neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XIV. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 14.7 hereof need to be entered into or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.7 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, and may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes to determine when the Notes become convertible, the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 11. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 11.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1601 of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any amendment or supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any amendment or supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such amendment or supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleARTICLE 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.3, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes Securities to determine when the Securities become convertible, the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 9. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 9.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.1 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' an Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion exchange agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Exchange Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Preferred Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion exchange of any Note; and the Trustee and any other conversion exchange agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion exchange agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Preferred Stock or stock certificates or other securities or property or cash upon the surrender of any note debenture for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without Article XVII, without limiting the generality of the foregoing, neither the Trustee nor any conversion exchange agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 17.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion exchange of their Notes after any event referred to in such Section 15.6 17.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteNotes; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock share certificates or other securities or property or cash upon the surrender of any note Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle Five. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 5.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 5.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other ------------------------- conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 4.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 4.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.14.07, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Class C Capital Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Class C Capital Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.such

Responsibility of Trustee. The Neither the Trustee and nor any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Notes Securities to determine whether any facts exist fact exists which may require any adjustment of the Conversion Priceconversion price, or with respect to the nature or extent or calculation of any such 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. The Neither the Trustee and nor any other conversion agent shall not be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and neither the Trustee and nor any other conversion agent make no representations makes any representation with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, issue or transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XV. Without limiting The Trustee makes no representations as to the generality validity or sufficiency of this Indenture; the recitals and statements herein are deemed to be those of the foregoingCompany and not of the Trustee. This instrument may be executed in any number of counterparts, neither the Trustee nor any conversion agent each of which so executed shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment deemed to be made with respect theretoan original, but, subject but all such counterparts shall together constitute but one and the same instrument. (Signature Pages to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.Follow)

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or propertyproperty (including cash), which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash (including cash) upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 8. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 8.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 8.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.111.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine whether any facts exist fact exists which may require any adjustment of the Conversion PricePrice or other adjustment, or with respect to the nature or nature, extent or calculation of any such adjustment when made, or with respect to the method employed, employed or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the samecorrectness thereof. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the validity, value, kind or amount) amount of any shares of Common Stock, or of any securities or property, which may item at any time be issued or delivered upon the conversion of any Note; , and neither the Trustee and nor any other conversion agent make no Conversion Agent makes any representations with respect thereto. Subject to the provisions of Section 8.1603, neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash item upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Twelve. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto1205, but, subject to the provisions of Section 8.1603, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 7. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 7.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 7.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' Officer’s Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Exchange Rate or whether any facts exist which may require any adjustment of the Conversion PriceExchange Rate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the conversion exchange of any Note; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle 13. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 13.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Noteholders upon the conversion exchange of their Notes after any event referred to in such Section 15.6 13.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the accuracy of the method employed in calculating the Trading Price or whether any facts exist which may require any adjustment of the Trading Price.

Responsibility of Trustee. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Conversion PriceExchange Rate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Exchange Agent shall 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 securities, property or property, which cash that may at any time be issued or delivered upon the conversion exchange of any Note; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion exchange of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.such

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 11. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 11.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 11.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.114.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XIV. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisionsprovisions of this Indenture, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any note Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 13. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Neither the Trustee and nor any other conversion agent Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine or monitor whether any facts exist which may require any adjustment of the Conversion Price, Price or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture Supplemental Indenture provided to be employed, in making the same. The Trustee same and any other conversion agent shall not be accountable with respect responsible to Holders for any failure by it to do so. Neither the Trustee nor any Agent shall be responsible for the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities Bonds or property, which may at any time be issued or delivered upon the conversion of any NoteBond; and neither the Trustee and nor any other conversion agent make no Agent makes any representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities Bonds or property or cash upon the surrender of any note Bond for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleARTICLE IX. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture Supplemental Indenture entered into pursuant to Section 15.6 9.5 relating either to the kind or amount of shares of stock Shares or securities Bonds or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Bonds after any event referred to in such Section 15.6 9.5 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, thereto may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate Officer’s Certificates and Opinions of Counsel provided by the Company to the Trustee (which the Company shall be obligated to file with the Trustee prior to before the execution of any such supplemental indentureSupplemental Indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes Securities to determine when the Securities become convertible, the Base Conversion Rate, or whether any facts exist which may require any adjustment of the Base Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other ------------------------- conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any 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 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. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.6 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 such section relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes Securities to determine when the Securities become convertible, the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Stock Component Rate or whether any facts exist which may require any adjustment of the Conversion PriceStock Component Rate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company Southwest to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company or Southwest contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to the Company or any holder of Notes to determine the Exchange Rate or whether any facts exist which may require any adjustment of the Conversion PriceExchange Rate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Exchange Agent shall 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 or property, which may at any time be issued or delivered upon the conversion exchange of any Note; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion exchange of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.6 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 such section relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle 4. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 4.06 hereof relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 4.06 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.01 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash -79- 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. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XV. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares or stock share certificates or other securities or property or cash upon the surrender of any note Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 7. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 7.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 7.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.111.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 9. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 9.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 9.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 11. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 11.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 11.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, upon the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 7. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 7.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 7.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholders to determine the Conversion Price or whether any facts exist which that may require any adjustment (including any decrease) of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Article V. Without limiting the generality of the foregoing, neither the Trustee nor any other conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 5.4 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of of Section 8.1, 8.1 neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.7 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 such section relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Exchange Price or whether any facts exist which that may require any adjustment (including any increase) of the Conversion Exchange Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Exchange Agent shall 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 securities, property or property, which cash that may at any time be issued or delivered upon the conversion exchange of any Note; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of Holdings or the Company Issuer contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion exchange of their Notes after any event referred to in such Section 15.6 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; Security and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.7 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 such section relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 9.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 9.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company and Citizens to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company and Citizens contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.” (k) Sections 15.08, 15.10 and 15.11 of the Base Indenture shall be amended such that references to “the Company” shall mean “Citizens”.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 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. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or of responsibility to any holder of Notes Holders to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Convertible Secured Note; and the Trustee and any other conversion agent make makes no representations with respect thereto. Subject to the provisions of Section 8.17.1, neither the Trustee nor any conversion agent shall not be responsible for any 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 surrender of any note Convertible Secured Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XII. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.5 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Convertible Secured Notes after any event referred to in such Section 15.6 12.5 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company and Citizens to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company and Citizens contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes pursuant to the Company’s election rights in Section 15.03 or after any event referred to in such Section 15.6 15.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.” (q) Sections 15.09, 15.11 and 15.12 of the Base Indenture shall be amended such that references to “the Company” shall mean “Citizens”.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 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. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 8. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 8.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 8.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.111.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.3, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 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. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle 8. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent the Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 8.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 8.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1Sections 7.01 and 7.02 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer’s Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockOrdinary Shares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Ordinary Shares or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.01, may accept as conclusive evidence of the correctness of any such 90 provisions, and shall be protected in relying upon, the any Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 9. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 9.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 9.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, Rate or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.18.01, neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, 8.01 may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock share certificates or other securities or property or cash upon the surrender of any note Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 7. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 7.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 7.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.3, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Debentureholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteDebenture; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Debentureholders upon the conversion of their Notes Debentures after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.such

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteNotes; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any 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 surrender of any note Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 4. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 4.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 4.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1601 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be 109 obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, register the transfer of or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Securityholders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 15.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.16.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or of responsibility to any holder holders of Exchangeable Notes to determine whether any facts exist which may require any adjustment of the Conversion Exchange Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion exchange of any Exchangeable Note; and the Trustee and any other conversion agent make makes no representations with respect thereto. Subject to the provisions of Section 8.17.1, neither the Trustee nor any conversion agent shall not be responsible for any failure of the Company or Navistar to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Exchangeable Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company or Navistar contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders holders of Exchangeable Notes upon the conversion exchange of their Exchangeable Notes after any event referred to in such Section 15.6 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate and Opinion of Counsel (which the Company Navistar shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock share certificates or other securities or property or cash upon the surrender of any note Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 6. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 6.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 6.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 16. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or of responsibility to any holder holders of Convertible Notes to determine whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Convertible Note; and the Trustee and any other conversion agent make makes no representations with respect thereto. Subject to the provisions of Section 8.17.1, neither the Trustee nor any conversion agent shall not be responsible for any 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 surrender of any note Convertible Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 11. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 11.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders holders of Convertible Notes upon the conversion of their Convertible Notes after any event referred to in such Section 15.6 11.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 15.06 hereof relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 15.06 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Notes Holder to determine whether any facts exist fact exists which may require any adjustment of the Conversion PricePrice or other adjustment, or with respect to the nature or nature, extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the samecorrectness thereof. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the validity, value, kind or amount) amount of any shares of Common Stock, or of any securities or property, which may item at any time be issued or delivered upon the conversion of any Note; , and neither the Trustee and nor any other conversion agent make no Conversion Agent makes any representations with respect thereto. Subject to the provisions of Section 8.1603, neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash item upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Twelve. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto1205, but, subject to the provisions of Section 8.1603, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 5.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes after any event referred to in such Section 15.6 5.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any Note; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company Parent to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Parent contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.and Parent shall

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Notes Securities to determine when the Securities become convertible, the Conversion Rate, or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment 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. The Trustee and any other conversion agent Conversion Agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 12.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders Holders upon the conversion of their Notes Securities after any event referred to in such Section 15.6 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the an Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Neither the Trustee and nor any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Notes Securities to determine whether any facts exist fact exists which may require any adjustment of the Conversion Priceconversion price, or with respect to the nature or extent or calculation of any such 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. The Neither the Trustee and nor any other conversion agent Conversion Agent shall not be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, make or calculate any cash payment or issue or transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XIII. Without limiting The Trustee makes no representations as to the generality validity or sufficiency of this Indenture; the recitals and statements herein are deemed to be those of the foregoingCompany and not of the Trustee. This instrument may be executed in any number of counterparts, neither the Trustee nor any conversion agent each of which so executed shall be under any responsibility deemed to determine be an original, but all such counterparts shall together constitute but one and the correctness same instrument. The exchange of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the kind parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment PDF shall be deemed to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect theretotheir original signatures for all purposes.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Notes Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such 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. The Trustee and any other conversion agent shall 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 or property, which may at any time be issued or delivered upon the conversion of any NoteSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Subject to the provisions of Section 8.1, neither Neither the Trustee nor any conversion agent shall be responsible for any 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 surrender of any note Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Noteholders upon the conversion of their Notes after any event referred to in such Section 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.to