Common use of Responsibility of Trustee Clause in Contracts

Responsibility of Trustee. The Trustee and any other 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 that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. contained in this Article XI. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteSecurities; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Securities for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI9. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Securityholders upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0212.01, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Securities to determine the Exchange Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockShares, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.01, neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Securityholders upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.026.01, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) shall not at any time be under any duty or responsibility to any Holder of Notes to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) make no representations with respect thereto. Neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.02 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent (if other than the Trustee) shall be responsible for determining whether any event contemplated by Section 11.01 9.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent (if other than the Trustee) the notices referred to in Section 11.01 9.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent (if other than the Trustee) may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent (if other than the Trustee) immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.019.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent (if other than the Trustee), and the provisions set forth in Section 7.01(a), (b) and (c) of the Base Indenture relating to the Trustee shall apply to the Conversion Agent (if other than the Trustee).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockADSs, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock ADSs or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIXIII. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 13.07 (Effect of Recapitalizations, Reclassifications and Changes of the Ordinary Shares) relating either to the kind or amount of shares of stock ADSs or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 13.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01 (Duties and Responsibilities of Trustee), may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate or Exchange Price or whether any facts exist that which may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange of any NoteSecurity; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer contained in this Article XI4. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 4.03 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes Securities after any event referred to in such Section 11.05 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.01(f), 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and the Conversion Agent shall have no obligation to monitor any party’s compliance with the Investment Agreement, and may conclusively presume that any actions taken by the Company or any Holder (including any beneficial owner) are in compliance with the terms of the Investment Agreement. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively 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. Neither Except as otherwise expressly provided herein, neither the Trustee nor any other agent acting under this Indenture (other than the Exchange Agent Company, if acting in such capacity) shall be responsible for determining have any obligation to make any calculation or to determine whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible may be surrendered for exchange conversion pursuant to this Indenture, or no longer eligible therefor until to notify the Company has delivered or the Depositary or any of the Holders if the Notes have become convertible pursuant to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination terms of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Securities to determine the Exchange Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange conversion of any NoteSecurities; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Securities for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 10.07 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes Securities upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 10.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.029.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Officer’s Certificate 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee (including in its capacity as Conversion Agent) and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee (including in its capacity as Conversion Agent) and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 13.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 13.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 13.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 13.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0113.01(b).

Responsibility of Trustee. (a) The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Debentures to determine the Exchange Rate Conversion Ratio, the Conversion Price or whether any facts exist that which may require any adjustment (including any increase) of the Exchange RateConversion Price or the Conversion Ratio, 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 Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteDebenture; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver cash and, if applicable, any shares of OI Inc. Common Stock or stock certificates or other securities or property upon the surrender of any Note Debenture for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 7.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes Debentures after any event referred to in such Section 11.05 7.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01 of the Base 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other 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 that which may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer contained in this Article XI13. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 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 Holders of the Notes Noteholders upon the exchange of their Notes after any event referred to in such Section 11.05 13.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.12, 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. Neither The Trustee shall not at any time be under any duty or responsibility to determine the Trustee nor accuracy of the Exchange Agent shall be responsible for determining method employed in calculating the Trading Price or whether any event contemplated by Section 11.01 has occurred that makes facts exist which may require any adjustment of the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Agent ------------------------- conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent 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 11.05 such section relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.1, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockADSs, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Company to issueissue (or cause to be issued), transfer or deliver (or cause to be delivered) any shares of OI Inc. Common Stock ADSs or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company or Avadel contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock ADSs or Ordinary Shares or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine determine, or verify the Exchange Company’s determination of, the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 ‎Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 ‎Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02‎Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers’ Officer’s Certificate (which the Company shall be obligated to file with furnish to the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 ‎Section 14.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 ‎Section 14.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01‎Section 14.01(b). The parties hereto agree that all notices to the Trustee or the Conversion Agent under this ‎Article 14 shall be in writing or as otherwise provided herein. Neither the Trustee nor any agent acting under this Indenture (other than the Company, if acting in such capacity) shall have any obligation to make any calculation or determine whether Notes may be surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any Holders of the Notes that the Notes have become convertible pursuant to the terms of this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers’ Officer’s Certificate (which the Company shall be obligated to file with deliver to the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the The Trustee and the Exchange Agent the notices referred to in Section 11.01 may conclusively rely upon any notice with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Notes Securities to determine the Exchange Rate Conversion Rate, or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any cash or shares of OI Inc. Common Stock or stock certificates or other securities or property upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI9. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 9.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 9.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02601 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Neither the Trustee nor any other Conversion Agent shall have any duty or responsibility whatsoever to determine whether the Company has a Conversion Obligation or compliance with the conversion procedures, or to make or confirm any calculations with respect to the settlement provisions, of Sections 14.02 through 14.07. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.02 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Section 7.01 of the Base Indenture relating to the Trustee shall apply to the Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a Supplemental Indenture need be entered into or to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 4.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 4.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.03 hereof, may accept (without any independent investigation) 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. Neither The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination each of such exchange rightsits capacities hereunder, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times including its capacity as shall be provided for in Section 11.01Conversion Agent.

Responsibility of Trustee. The Trustee Trustee, the Conversion Agent, the Paying Agent and any other Exchange Conversion Agent other than Citibank, N.A. shall not at any time be under any duty or responsibility to any Holder of Notes to perform calculations or to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange None of the Trustee, the Paying Agent nor the Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockADSs, or of any securitiessecurities or other property, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee Trustee, the Paying Agent and any other Exchange the Conversion Agent make no representations with respect theretothereto in this Indenture. Neither None of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock ADSs, or stock the Class A Ordinary Shares represented thereby, or share certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIIndenture. Without limiting the generality of the foregoing, neither none of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock ADSs or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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) and Opinion of Counsel with respect thereto. Neither None of the Trustee Trustee, the Paying Agent nor any Conversion Agent has any duty to determine how or when any adjustment described in Section 14.04 should be made. None of the Exchange Trustee, the Paying Agent nor any Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until failure of the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 comply with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01this Indenture.

Responsibility of Trustee. The Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) shall not at any time be under any duty or responsibility to any Holder of Notes to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) make no representations with respect thereto. Neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.025.3 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent (if other than the Trustee) shall be responsible for determining whether any event contemplated by Section 11.01 9.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent (if other than the Trustee) the notices referred to in Section 11.01 9.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent (if other than the Trustee) may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent (if other than the Trustee) immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.019.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent (if other than the Trustee), and the provisions set forth in Section 5.1(1), (2) and (3) of the Base Indenture relating to the Trustee shall apply to the Conversion Agent (if other than the Trustee).

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer contained in this Article XI13. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 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 Holders of the Notes Noteholders upon the exchange of their Notes after any event referred to in such Section 11.05 13.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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. Neither The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the Trustee nor accuracy of the Exchange Agent shall be responsible for determining method employed in calculating the Trading Price or whether any event contemplated by Section 11.01 has occurred that makes facts exist which may require any adjustment of the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.029.01, 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 10.01 has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 10.01 with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0110.01. Neither the Trustee nor any other Bid Solicitation Agent shall be responsible for obtaining secondary market bid quotations, or determining the Trading Price, unless the Company shall have selected three independent nationally recognized securities dealers from which the Trustee or such other Bid Solicitation Agent shall obtain such bids, and shall have given the Trustee or such other Bid Solicitation Agent a notice identifying such securities dealers.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Class A Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Class A Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XISeventeen. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 1706 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 1706 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02603, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 1701(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 1701(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.011701(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Noteholder to determine the Exchange Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Class A Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange conversion of any NoteNotes; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Class A Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 10.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.029.01, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. Without limiting the generality of the foregoing, the Company shall determine Applicable Stock Price, Closing Sale Price, Current Market Price, Fair Market Value, any applicable Conversion Cap and any Mandatory Conversion Date (pursuant to clause "(i)" of the definition thereof) with respect to the Common Stock from time to time, as necessary for purposes of this Indenture, and neither the Trustee nor any conversion agent shall be under any duty to verify the Company's determination of any of the foregoing, or independently to make any such determination. The Trustee and any other Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI14. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 11.05 14.09 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.09 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate or whether any facts exist that may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.1, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note debenture for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIXIV. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 14.6 hereof need to be entered into or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.1, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockADSs, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock ADSs or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock ADSs or the Ordinary Shares or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b). The parties hereto agree that all notices to the Trustee or the Exchange Agent under this Article 14 shall be in writing.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Notes Securities to determine the Exchange Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Rate, conversion price or other adjustment 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 Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or 053113\1008\02764\979QGT85.OTH 53 property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.1, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 11.05 10.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Securities upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 10.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.1, 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 before the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes holder to determine either calculate the Exchange Conversion Rate or determine whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon an Officers' Certificate with respect to the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; Convertible Subordinated Notes and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Convertible Subordinated Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XISection. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 12.11 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes holders upon the exchange conversion of their Convertible Subordinated Notes after any event referred to in such Section 11.05 12.11 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be fully 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. Neither the Trustee nor any Conversion Agent (if other than the Exchange Agent Trustee) shall be responsible for determining whether any event specified or contemplated by Section 11.01 has occurred 12.01 that makes the Convertible Subordinated Notes eligible for exchange or no longer eligible therefor conversion has occurred, and neither shall be charged with knowledge of any such event, unless and until the Company has delivered to a Trust Officer of the Trustee and or such Conversion Agent shall have received the Exchange Agent the notices referred to notice specified in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the 12.01. The Trustee and the Exchange any such Conversion Agent may conclusively rely, rely on such notice and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for fully protected in Section 11.01so relying.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate Conversion Price or whether any facts exist that may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. Parent to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. Parent contained in this Article XI10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 10.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 10.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.029.01, 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 Co-Issuers shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 10.02(a) with respect to the termination of conversion rights has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company Parent has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights10.02(b), on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company Parent agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times promptly if it elects to terminate conversion rights as shall be provided for in Section 11.0110.02(a).

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Company or Guarantor to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company or Guarantor contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock securities, property or securities or property (including cash) cash receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately promptly after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b).

Responsibility of Trustee. The Trustee and any other 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 that which may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange of any NoteSecurity; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer contained in this Article XI4. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 4.03 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes Securities after any event referred to in such Section 11.05 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.01(f), 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. Neither The Trustee shall not at any time be under any duty or responsibility to any holder of Securities to determine the Trustee nor accuracy of the Exchange Agent shall be responsible for determining method employed in calculating the Trading Price or whether any event contemplated by Section 11.01 has occurred that makes facts exist which may require any adjustment of the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate or Exchange Price or whether any facts exist that which may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange of any NoteSecurity; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer contained in this Article XI4. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 4.03 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes Securities after any event referred to in such Section 11.05 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.01(f), 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. Neither The Trustee shall not at any time be under any duty or responsibility to any holder of Securities to determine the Trustee nor accuracy of the Exchange Agent shall be responsible for determining method employed in calculating the Trading Price or whether any event contemplated by Section 11.01 has occurred that makes facts exist which may require any adjustment of the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Neither the Trustee nor any other Conversion Agent shall have any duty or responsibility whatsoever to determine whether the Company has a Conversion Obligation or compliance with the conversion procedures, or to make or confirm any calculations with respect to the settlement provisions of Sections 14.02 through 14.08. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.02 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 this Article 14 has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 this Article 14 with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in this Article 14. The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Section 11.017.01 of the Base Indenture relating to the Trustee shall apply to the Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockADSs, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Company to issueissue (or cause to be issued), transfer or deliver (or cause to be delivered) any shares of OI Inc. Common Stock ADSs or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company or Avadel contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock ADSs or Ordinary Shares or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Company hereby appoints the Trustee as the initial Conversion Agent, which appointment the Trustee accepts and agrees to perform in accordance with the terms of this Indenture. The Trustee, in its capacity as initial Conversion Agent, and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Noteholder to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent (the “Conversion Agent”) shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 5.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 5.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.02 of the Base Indenture, may accept (without any independent investigation) 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. Neither The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination each of such exchange rightsits capacities hereunder, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times including its capacity as shall be provided for in Section 11.01Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Notes Securities to determine the Exchange Rate Conversion Rate, or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any cash or shares of OI Inc. Common Stock or stock certificates or other securities or property upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XITen. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 8.03 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.025.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be fully 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteSecurities; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock share certificates or other securities or property or cash upon the surrender of any Note Securities for the purpose of exchange conversion, or upon any automatic conversion in the event of a Mandatory Conversion, or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI6. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 6.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 6.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0212.01, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate Stated Ratio or whether any facts exist that which may require any adjustment (including any increase) of the Exchange RateStated Ratio, 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 Exchange Agent conversion or payment agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Company Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion or Demand Payment of any Note; and the Trustee and any other Exchange Agent conversion or payment agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent conversion or payment agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Company Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or Demand Payment or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIFifteen. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent conversion or payment agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 hereto relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion or Demand Payment of their Notes after any event referred to in such Section 11.05 or to any adjustment to be made with respect theretoNotes, but, subject to the provisions of Section 9.02Article Six, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.ARTICLE SIXTEEN

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Applicable Exchange Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer or the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer or the Company contained in this Article XI15. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 15.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange of their Notes after any event referred to in such Section 11.05 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.12, 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 Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither The Trustee shall not at any time be under any duty or responsibility to determine the Trustee nor accuracy of the Exchange Agent shall be responsible for determining method employed in calculating the Trading Price or whether any event contemplated by Section 11.01 has occurred that makes facts exist which may require any adjustment of the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01Trading Price.

Responsibility of Trustee. The Company hereby appoints the Trustee as the initial Conversion Agent, which appointment the Trustee accepts and agrees to perform in accordance with the terms of this Indenture. The Trustee, in its capacity as initial Conversion Agent, and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Noteholder to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent (the “Conversion Agent”) shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.02, may accept (without any independent investigation) 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. Neither The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination each of such exchange rightsits capacities hereunder, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times including its capacity as shall be provided for in Section 11.01Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Subordinated Notes to determine the Exchange Rate Conversion Price or whether any facts exist that may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Alderwoods Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Subordinated Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. Alderwoods to issue, transfer or deliver any shares of OI Inc. 70 Alderwoods Common Stock or stock certificates or other securities or property or cash upon the surrender of any Subordinated Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. Alderwoods contained in this Article XI14. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 11.05 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Subordinated Notes after any event referred to in such Section 11.05 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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 Alderwoods shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Holder, Initial Purchaser or Initial Purchaser Successor to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI5. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 5.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 5.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02, but may accept (without any independent investigation) 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. Neither None of the Trustee nor Trustee, the Exchange Conversion Agent, an Note Agent or any of their agents shall be responsible for monitoring or determining whether any event contemplated by Section 11.01 Ownership Cap has been exceeded or determining whether Excess Shares have been issued, or determining whether any Notes constitute, and the effect of any, Delayed Conversion Notes or whether a Delayed Conversion Period has occurred that makes the Notes eligible for exchange or no longer eligible therefor until and shall be entitled to rely conclusively on written notice provided by the Company has delivered as to the Trustee such matters and the Exchange Agent the notices referred to in Section 11.01 any other matters with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01Common Stock.

Responsibility of Trustee. The Trustee Trustee, the Conversion Agent, the Paying Agent and any other Exchange Conversion Agent other than Citibank, N.A., London Branch shall not at any time be under any duty or responsibility to any Holder of Notes to perform calculations or to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange None of the Trustee, the Paying Agent nor the Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockADSs, or of any securitiessecurities or other property, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee Trustee, the Paying Agent and any other Exchange the Conversion Agent make no representations with respect theretothereto in this Indenture. Neither None of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock ADSs, or stock the Class A Ordinary Shares represented thereby, or share certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIIndenture. Without limiting the generality of the foregoing, neither none of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock ADSs or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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) and Opinion of Counsel with respect thereto. Neither None of the Trustee Trustee, the Paying Agent nor any Conversion Agent has any duty to determine how or when any adjustment described in Section 14.04 should be made. None of the Exchange Trustee, the Paying Agent nor any Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until failure of the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 comply with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent ------------------------- shall not at any time be under any duty or responsibility to any Holder of Notes to determine either calculate the Exchange Conversion Rate or determine whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon an Officer's Certificate with respect to the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; Note and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Article Five of the Base Indenture, neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or Cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XISection. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 3.8(f) relating either to the kind or amount of shares of stock or securities or property (including cashCash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 3.8(f) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02Article Five of the Base 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 shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon an Officers’ Certificate with respect to the same. The Trustee and any other Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered paid upon the exchange conversion of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. contained in this Article XI. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any Officers’ Certificate which the Company is obligated to file with the Trustee pursuant to Article 4 or any supplemental indenture entered into pursuant to Section 11.05 4.09 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon which the Conversion Obligation of the a Holder’s Notes upon the exchange of their Notes may be based after any event referred to in such Section 11.05 4.09 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0210.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange any Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until failure of the Company has delivered to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock or share certificates or other securities or property upon the surrender of any Note for the purpose of conversion of any Note; and neither the Trustee and nor any Agent shall be responsible or liable for any failure of the Exchange Agent Company to comply with any of the notices referred to covenants of the Company contained in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices this Article 4. Neither the Trustee and nor any Agent shall at any time be under any duty or responsibility to any Holder of Notes to either calculate the Exchange Agent may conclusively rely, and the Company agrees Conversion Price or make any other calculation pursuant to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01this Article 4.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into, or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights14.01(b), on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockClass A Shares, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock Class A Shares or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIXIV. Neither the Trustee nor any other Conversion Agent shall have any duty or responsibility whatsoever to determine whether the Company has a Conversion Obligation or compliance with the conversion procedures, or to make or confirm any calculations with respect to the settlement provisions, of Sections 14.02 through 14.07. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.026.3 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Article 6 of the Base Indenture relating to the Trustee shall apply to the Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall will not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall will not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall will be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.026.1 of the Base Indenture, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall will be protected in conclusively relying upon, the Officers’ Officer’s Certificate (which the Company shall will be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Agent shall will be responsible for determining whether any event contemplated by Section 11.01 9.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 9.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall will be provided for in Section 11.019.01(b). The Exchange Agent (if other than the Company or an Affiliate of the Company) will have the same protection under this Section 9.09 as the Trustee.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and the Conversion Agent shall have no obligation to monitor any party’s compliance with the Investment Agreement, and may conclusively presume that any actions taken by the Company or any Holder (including any beneficial owner) are in compliance with the terms of the Investment Agreement. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively 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. Neither Except as otherwise expressly provided herein, neither the Trustee nor any other agent acting under this Indenture (other than the Exchange Agent Company, if acting in such capacity) shall be responsible for determining have any obligation to make any calculation or to determine whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible may be surrendered for exchange conversion pursuant to this Indenture, or no longer eligible therefor until to notify the Company has delivered or the Depositary or any of the Holders if the Notes have become convertible pursuant to the Trustee and the Exchange Agent the notices referred to in terms of this Indenture. Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.09.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the applicable Exchange Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiesCapital Stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer or Invesco Mortgage Capital to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer or Invesco Mortgage Capital contained in this Article XI15. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 15.05 relating either to the kind or amount of shares of stock Capital Stock or other securities or other assets or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange of their Notes after any such event referred to in such Section 11.05 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.12, 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 Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent ------------------------- conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent 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 11.05 such section relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.1, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes or any other Person to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions or calculations contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Securityholder to determine the Exchange Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteSecurities; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Securities for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI5. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 5.07 relating either to the kind or amount of shares of stock Capital Stock or securities or property (including cashcash or any combination thereof) receivable by Holders of the Notes upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02Article Six of the Base 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Neither the Trustee nor any other Conversion Agent shall have any duty or responsibility whatsoever to determine whether the Company has a Conversion Obligation or compliance with the conversion procedures, or to make or confirm any calculations with respect to the settlement provisions of Sections 14.02 through 14.08. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.02 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 this Article 14 has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 this Article 14 with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in this Article 14. The rights, benefits and privileges of the Trustee set forth in the Base Indenture (including for the avoidance of doubt, its right to indemnity under Section 11.017.06 of the Base Indenture) shall be applicable to the Conversion Agent, including, for the avoidance of doubt, the provisions set forth in Sections 7.01 and 7.02 of the Base Indenture relating to the Trustee.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine either calculate the Exchange Conversion Rate or determine whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon an Officers’ Certificate with respect to the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; 2024 Notes and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Article Six of the Original Indenture, neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Issuer to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note 2024 Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer contained in this Article XISection 6.14. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 Article VI hereof relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their 2024 Notes after any event referred to in such Section 11.05 6.12 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02Article Six 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 Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine determine, or verify the Exchange Company’s determination of, the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers’ Officer’s Certificate (which the Company shall be obligated to file with furnish to the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b). The parties hereto agree that all notices to the Trustee or the Conversion Agent under this Article 14 shall be in writing or as otherwise provided herein. Neither the Trustee nor any agent acting under this Indenture (other than the Company, if acting in such capacity) shall have any obligation to make any calculation or determine whether Notes may be surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any Holders of the Notes that the Notes have become convertible pursuant to the terms of this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.02 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 9.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 9.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.019.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Section 7.01(a), (b) and (c) of the Base Indenture relating to the Trustee shall apply to the Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or of responsibility to any Holder of Notes Holders to determine the Exchange Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteDebenture; and the Trustee and any other Exchange Agent make makes no representations with respect thereto. Neither the The Trustee nor and any Exchange other Conversion Agent shall not be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Debenture for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIXII. Without limiting the generality of the foregoing, neither the Trustee nor and any Exchange other 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 11.05 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes its Debentures after any event referred to in such Section 11.05 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Officer’s Certificate 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. Neither the Trustee nor the Exchange any Conversion Agent shall have any duties to holders of the Company’s Common Stock obtained by such holder under this Article XII, or any duty to monitor whether the Company issues (timely or otherwise) Common Stock to Holders under this Article XII. In addition, without limiting the generality of the foregoing, the Trustee and any other Conversion Agent shall not have any responsibility to determine whether or to ensure that any share of Common Stock issued upon conversion of a Restricted Debenture shall bear any legend required by Sections 2.06(d) or 12.02 or the restricted or unrestricted CUSIP numbers contemplated by Section 2.14, or compliance with any similar provision relating to the Common Stock, nor shall the Trustee or any Conversion Agent be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes ensuring compliance with the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to restrictions set forth in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0112.11.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Base Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Base Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 10.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 10.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0211.02 and Section 11.08 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 10.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 10.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0110.01(b).

Responsibility of Trustee. The Trustee Trustee, the Conversion Agent, the Paying Agent and any other Exchange Conversion Agent other than Citibank, N.A. shall not at any time be under any duty or responsibility to any Holder of Notes to perform calculations or to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange None of the Trustee, the Paying Agent nor the Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockADSs, or of any securitiessecurities or other property, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee Trustee, the Paying Agent and any other Exchange the Conversion Agent make no representations with respect theretothereto in this Indenture. Neither None of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. ADSs, or the Class A Common Stock Shares represented thereby, or stock share certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIIndenture. Without limiting the generality of the foregoing, neither none of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock ADSs or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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) and Opinion of Counsel with respect thereto. Neither None of the Trustee Trustee, the Paying Agent nor any Conversion Agent has any duty to determine how or when any adjustment described in Section 14.04 should be made. None of the Exchange Trustee, the Paying Agent nor any Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until failure of the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 comply with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion 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 that may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.01, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI11. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 11.06 hereof needs to be entered into or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 11.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 11.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate Price (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange RatePrice, 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer and Holdings to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer and Holdings contained in this Article XIherein. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 ‎Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 ‎Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02‎Section 7.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company Issuer has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company Issuer agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Securities to determine the Exchange Applicable Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Applicable Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. AK Holding to issue, issue or of the Company to transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 10.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 10.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.02 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 10.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 10.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0110.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Noteholder to determine the Exchange Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiesCapital Stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange conversion of any NoteNotes; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates other securities or property or cash upon the surrender of any Note Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI9. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 9.06 relating either to the kind or amount of shares of stock Capital Stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 9.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.029.01, 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. Notwithstanding any other provision herein, the Trustee has no duty to determine when an adjustment under this Article 9 should be made, how it should be made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under Section 9.06 need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Notes. The Trustee shall not be responsible for the Company’s failure to comply with this Article 9. Each Conversion Agent (other than Company or an Affiliate of the Company) shall have the same protection under this Section 9.08 as the Trustee. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether have any event contemplated by Section 11.01 has occurred that makes duty to verify the Notes eligible for exchange or no longer eligible therefor until calculations of the Company has delivered to or its agents and shall have no liability in connection therewith. Neither the Conversion Agent nor the Trustee and shall have any responsibility to monitor the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination compliance of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees with the provisions relating to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01conversion herein.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 or Section 14.12 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or Section 14.12 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of the Exchangeable Notes to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Class A Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Exchangeable Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer or Hovnanian to issue, transfer or deliver any shares of OI Inc. Class A Common Stock or stock certificates or other securities or property or cash upon the surrender of any Exchangeable Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer or Hovnanian contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 8.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Exchangeable Notes upon the exchange of their Exchangeable Notes after any event referred to in such Section 11.05 8.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02, but may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. (a) The Trustee shall act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; provided, however, that the Trustee shall incur no liability to any other Exchange Agent person for any action taken pursuant to a direction, request, or approval given by the Company or an investment manager which is contemplated by, and in conformity with, the terms of the Plan(s) or this Trust is given in writing by the Company or the investment manager or for any failure to take any action in the absence of such a direction, request or approval. (b) The Trustee shall not have the right to apply at any time be under any duty or responsibility to any Holder a court of Notes to determine competent jurisdiction for the Exchange Rate or whether any facts exist that may require any adjustment (including any increase) judicial settlement of the Exchange RateTrustee's account, and in any case it shall be necessary to join as parties thereto only the Trustee and the Company; and any judgment or decree which may be entered therein shall be conclusive upon all persons having or claiming to have any interest in the fund or under a Plan. (c) The Trustee may consult with legal counsel (who may also be counsel for an Employer generally) with respect to any of its duties or obligations hereunder and shall be fully protected in acting or refraining from acting in accordance with the nature advice of such counsel. (d) The Trustee may hire agents, accountants, actuaries, investment, advisors, financial consultants or extent other professionals to assist it in performing any of its duties or calculation obligations hereunder. (e) The Trustee shall have, without exclusion, all powers conferred on the Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Trust, the Trustee shall have no power to name a beneficiary of the policy other than the Trust, to assign the policy (as distinct from conversion of the policy to a different form) other than to a successor Trustee, or loan to any person the proceeds of any borrowing against such adjustment when madepolicy. (f) However, 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. contained in this Article XI. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 or to any adjustment to be made with respect thereto, but, subject to notwithstanding the provisions of Section 9.028(e) hereof, the Trustee may accept loan to Employer the proceeds of any borrowing against an insurance policy held as conclusive evidence an asset of the correctness of Trust. (g) Notwithstanding 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered powers granted to the Trustee pursuant to this Trust Agreement or to applicable law, the Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the Exchange Agent gains therefrom, within the notices referred to in meaning of Section 11.01 with respect 301.7701-2 of the Procedure and Administration Regulations promulgated pursuant to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Internal Revenue Code. Section 11.019.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate or make a determination whether any facts exist that may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.1 hereof, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI11. Without limiting -45- 53 the generality of the foregoing, neither the Trustee nor any Exchange Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 11.6 hereof is required to be entered into or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 11.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 11.6 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.1 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Class A Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company (including, without limitation, the Designated Financial Institution) to issue, transfer or deliver any shares of OI Inc. Class A Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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 furnish to the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent (if other than the Trustee) the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent (if other than the Trustee) immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b). The parties hereto agree that all notices to the Trustee or the Conversion Agent under this Article 14 shall be in writing or as otherwise provided herein.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or of responsibility to any Holder of Notes Holders to determine the Exchange Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Agent make makes no representations with respect thereto. Neither the The Trustee nor and any Exchange other Conversion Agent shall not be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIXII. Without limiting the generality of the foregoing, neither the Trustee nor and any Exchange other 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 11.05 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their its Notes after any event referred to in such Section 11.05 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Officer’s Certificate 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. Neither the Trustee nor the Exchange any Conversion Agent shall have any duties to holders of the Company’s common stock obtained by such holder under this Article XII, or any duty to monitor whether the Company issues (timely or otherwise) Common Stock to Holders under this Article XII. In addition, without limiting the generality of the foregoing, the Trustee and any other Conversion Agent shall not have any responsibility to determine whether or to ensure that any share of Common Stock issued upon conversion of a Restricted Note or an Affiliate Note shall bear any legend required by Sections 2.06(e) or 12.02 or the restricted or unrestricted CUSIP numbers contemplated by Section 2.14, or compliance with any similar provision relating to the Common Stock, nor shall the Trustee or any Conversion Agent be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes ensuring compliance with the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to restrictions set forth in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0112.11.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine or calculate the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible or liable for any failure of OI Inc. the Company to make any cash payment to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of the Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Issuer to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 8.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 8.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02Article VI of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 8.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company Issuer has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 8.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company Issuer agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately promptly after the occurrence of any such event or at such other times as shall be provided for in Section 11.018.01(b).

Responsibility of Trustee. The Trustee and any other Exchange each Note Agent shall not at any time be under any duty or responsibility to the Company, any Holder of Notes Holder, or any other Person to determine any settlement amount, to calculate the Exchange Trading Price, the sale price, the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or determine whether the Notes are convertible, 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 Exchange Note Agent shall not be accountable with respect to the validity validity, sufficiency, or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Note Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Note Agent shall be responsible for any act or omission of the Company, or any failure of OI Inc. the Company or its agent to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI5. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Note Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 8.01 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 8.01 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02, but may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively 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. Neither the Trustee nor the Exchange any Note Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 this Article 5 with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange any Note Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange each Note Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate Conversion Price or whether any facts exist that which may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockStock of the Parent Company, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. the Issuer or the Parent Company to issue, transfer or deliver any shares of OI Inc. Common Stock of the Parent Company or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer or the Parent Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 11.05 4.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 4.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.026.01 of the Subordinated 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 Issuer and the Parent Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Applicable Exchange Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer or the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer or the Company contained in this Article XI15. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 15.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange of their Notes after any event referred to in such Section 11.05 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.029.12, 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 Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither The Trustee shall not at any time be under any duty or responsibility to determine the Trustee nor accuracy of the Exchange Agent shall be responsible for determining method employed in calculating the Trading Price or whether any event contemplated by Section 11.01 has occurred that makes facts exist which may require any adjustment of the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Conversion 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 that which may require any adjustment (including any increase) of the Exchange Rate, or Conversion Rate and shall be protected in relying upon an Officers' Certificate 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 Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; 2004 Senior Convertible Notes and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note 2004 Senior Convertible Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XISection 1.10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 1.10(h)(iv) relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable by Holders of the Notes upon the exchange conversion of their Senior Convertible Notes after any event referred to in such Section 11.05 1.10(h)(iv) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02Article Six of the 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 the paragraph 7 of the reverse of the 2004 Senior Convertible Notes has occurred that which makes the 2004 Senior Convertible Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 with respect to the commencement or termination of an Officers' Certificate stating that such exchange rightsevent has occurred, on which notices Certificate the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices Officers' Certificate to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event. In no event shall the Trustee or at the Conversion Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee or the Conversion Agent have been advised of the likelihood of such other times as loss or damage and regardless of the form of action. In no event shall the Trustee or the Conversion Agent be provided liable for any failure or delay in Section 11.01the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockOrdinary Shares, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Parent to issue, transfer or deliver any shares of OI Inc. Common Stock Ordinary Shares or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company and the Parent contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither None of the Trustee nor Trustee, the Exchange Agent or any of their agents shall be responsible for monitoring or determining whether any event contemplated Beneficial Ownership Limitations have been met and shall be entitled to rely conclusively on written notice provided by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered as to the Trustee such matters and the Exchange Agent the notices referred to in Section 11.01 any other matters with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01Ordinary Shares.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine either calculate the Exchange Conversion Rate or determine whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same and shall be protected in relying upon an Officers' Certificate with respect to the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; Notes and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Article VI, neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XISection. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture Indenture entered into pursuant to Section 11.05 Article VIII relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 9.12 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02Article VI, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Noteholder to determine the Exchange Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiesCapital Stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange conversion of any NoteNotes; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI9. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 9.06 relating either to the kind or amount of shares of stock Capital Stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 9.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.01, 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. Notwithstanding any other provision herein, the Trustee has no duty to determine when an adjustment under Article 9 should be made, how it should be made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under Section 10.06 need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Notes. The Trustee shall not be responsible for the Company’s failure to comply with Article 9. Each Conversion Agent (other than Company or an Affiliate of the Company) shall have the same protection under Section 9.08 as the Trustee. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether have any event contemplated by Section 11.01 has occurred that makes duty to verify the Notes eligible for exchange or no longer eligible therefor until calculations of the Company has delivered to or its agents and shall have no liability in connection therewith. Neither the Conversion Agent nor the Trustee and shall have any responsibility to monitor the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination compliance of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees with the provisions relating to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01conversion herein.

Responsibility of Trustee. The Trustee and any other Exchange Conversion 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 that which may require any adjustment (including any increase) of the Exchange Rate, or Conversion Rate and shall be protected in relying upon an Officers' Certificate 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 Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Note; Senior Convertible Notes and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Senior Convertible Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XISection 1.10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 1.10(h)(iv) relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable by Holders of the Notes upon the exchange conversion of their Senior Convertible Notes after any event referred to in such Section 11.05 1.10(h)(iv) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02Article Six of the 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 the paragraph 7 of the reverse of the Senior Convertible Notes has occurred that which makes the Senior Convertible Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 with respect to the commencement or termination of an Officers' Certificate stating that such exchange rightsevent has occurred, on which notices Certificate the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices Officers' Certificate to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event. In no event shall the Trustee or at the Conversion Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee or the Conversion Agent have been advised of the likelihood of such other times as loss or damage and regardless of the form of action. In no event shall the Trustee or the Conversion Agent be provided liable for any failure or delay in Section 11.01the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the samesame and the Conversion Agent shall have the same rights, privileges, protections and indemnities as afforded the Trustee under the Indenture. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.02 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 9.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 9.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.019.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein in the Indenture or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 8.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 8.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02Article SIX of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 8.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 respect thereof with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate Rate, Interest Make-Whole Payment or Exchange Price or whether any facts exist that which may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange of any NoteSecurity; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Issuer to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer contained in this Article XI4. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 4.03 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes Securities after any event referred to in such Section 11.05 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.01(f), 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. Neither The Trustee shall not at any time be under any duty or responsibility to any holder of Securities to determine the Trustee nor accuracy of the Exchange Agent shall be responsible for determining method employed in calculating the Trading Price or whether any event contemplated by Section 11.01 has occurred that makes facts exist which may require any adjustment of the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Subordinated Notes to determine the Exchange Rate Conversion Price or whether any facts exist that may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Alderwoods Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any Subordinated Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. Alderwoods to issue, transfer or deliver any shares of OI Inc. Alderwoods Common Stock or stock certificates or other securities or property or cash upon the surrender of any Subordinated Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. Alderwoods contained in this Article XI14. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 11.05 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Subordinated Notes after any event referred to in such Section 11.05 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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 Alderwoods shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Securities to determine the Exchange Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockShares, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteSecurities; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Note Securities for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article ARTICLE XI. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 11.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 11.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02Article Six of the Base 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate or whether any facts exist that may require any adjustment (including any increase) of the Exchange RateConversion 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 Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.01, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI11. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 11.06 hereof need to be entered into or the correctness of any provisions contained con tained in any supplemental indenture entered into pursuant to Section 11.05 11.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 11.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Noteholder to determine the Exchange Conversion Rate or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 15.03(d) or Section 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 15.03(d) or Section 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.01, 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 15.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 15.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0115.01(b).

Responsibility of Trustee. The Trustee and any other Exchange each Note Agent shall will not at any time be under any duty or responsibility to the Company, any Holder of Notes Holder, or any other Person to determine any Settlement Amount, to calculate the Exchange Trading Price, the Sale Price, the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or determine whether the Notes are convertible, 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 Exchange Note Agent shall will not be accountable with respect to the validity validity, sufficiency, or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Note Agent shall will be responsible for any act or omission of the Company, or any failure of OI Inc. the Company or its agent to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI5. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Note Agent shall will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 8.01 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 8.01 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02, but may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall will be protected in conclusively relying upon, the Officers’ Officer’s Certificate (which the Company shall will be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange any Note Agent shall will be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 this Article 5 with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange any Note Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange each Note Agent immediately promptly after the occurrence of any such event or at such other times as shall will be provided for in Section 11.01this Supplemental Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether any Additional Shares are deliverable pursuant to Section 14.03. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 14.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 14.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0114.01(b).

Responsibility of Trustee. The Trustee and any Conversion Agent (or other Exchange Agent Agent) shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any Conversion Agent (or other Exchange Agent Agent) shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any NoteSecurity; and the Trustee and any Conversion Agent (or other Exchange Agent Agent) make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent (or other Agent) shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 4.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 4.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.03 hereof, may accept (without any independent investigation) 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. Neither The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination each of such exchange rightsits capacities hereunder, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times including its capacity as shall be provided for in Section 11.01Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Applicable Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Applicable Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiescapital stock, property other securities or cash that other assets or property, which may at any time be issued or delivered upon the exchange conversion of any Convertible Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company or the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Convertible Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company or the Company contained in this Article XI7. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 7.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Convertible Notes after any event referred to in such Section 11.05 7.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.026.1 of the Base 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 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Neither the Trustee and any other Exchange nor the Conversion Agent shall not at any time be under has any duty or responsibility to any Holder of Notes calculate the Conversion Price or to determine the Exchange Rate when an adjustment under this Article X should be made, how it should be made or whether any facts exist that what such adjustment should be, but may require any adjustment (including any increase) accept as conclusive evidence of the Exchange Rate, or with respect to the nature or extent or calculation correctness of any such adjustment when madeadjustment, or and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to file with the method employed, or herein or in Trustee pursuant to Section 10.10 hereof. Neither the Trustee nor the Conversion Agent makes any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Agent shall not be accountable with respect representation as to the validity or value (or the kind or amount) of any shares securities or assets issued upon conversion of OI Inc. Common StockNotes, or and neither the Trustee nor the Conversion Agent shall be responsible for the failure by the Issuer to comply with any provisions of this Article X. The Trustee shall not be under any responsibility to determine the correctness of any securitiesprovisions contained in any supplemental indenture executed pursuant to Section 10.08, property or cash that but may at any time accept as conclusive evidence of the correctness thereof, and shall be issued or delivered upon protected in relying upon, the exchange of any Note; and Officer’s Certificate with respect thereto which the Issuer is obligated to file with the Trustee and any other Exchange Agent make no representations with respect theretopursuant to Section 10.08 hereof. Neither the Trustee nor any Exchange the Conversion Agent shall be responsible for any failure of OI Inc. the Issuer to make any cash payment or to issue, transfer or deliver any shares of OI Inc. Common Stock or stock or share certificates or other securities or property upon the surrender of any Note for the purpose of exchange conversion; and neither the Trustee nor the Conversion Agent shall be responsible or liable for any failure of the Issuer to comply with any of the duties, responsibilities or covenants of OI Inc. the Issuer contained in this Article XI. X. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 11.05 10.08 relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable by Holders of the Notes holders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 10.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02, but 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Securities to determine the Exchange Conversion Rate or whether any facts exist that which may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securitiessecurities or property, property or cash that which may at any time be issued or delivered upon the exchange conversion of any NoteSecurity; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a supplemental indenture need be entered into or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 10.01(d) or 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes Securities after any event referred to in such Section 11.05 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.01, 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.02 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 9.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 9.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.019.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Trustee in its role as Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockOrdinary Shares, or of any securities, property or cash that may at any time be issued or delivered upon the exchange of any Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock Ordinary Shares or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 8.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange of their Notes after any event referred to in such Section 11.05 8.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.026.3 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 9.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 9.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately as soon as reasonably practicable after the occurrence of any such event or at such other times as shall be provided for in Section 11.019.01(b).

Responsibility of Trustee. The Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) shall not at any time be under any duty or responsibility to any Holder of Notes to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) make no representations with respect thereto. Neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be under any responsibility to determine the correctness of any provisions 52 contained in any supplemental indenture entered into pursuant to Section 11.05 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.027.02 of the Base Indenture, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent (if other than the Trustee) shall be responsible for determining whether any event contemplated by Section 11.01 9.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent (if other than the Trustee) the notices referred to in Section 11.01 9.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent (if other than the Trustee) may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent (if other than the Trustee) immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.019.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent (if other than the Trustee), and the provisions set forth in Section 7.01(a), (b) and (c) of the Base Indenture relating to the Trustee shall apply to the Conversion Agent (if other than the Trustee).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes Noteholder to determine the Exchange Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Exchange Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common StockShares, or of any securities, property or cash that may at any time be issued or delivered upon the exchange conversion of any Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XI15. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes Noteholders upon the exchange conversion of their Notes after any event referred to in such Section 11.05 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.028.01, may accept (without any independent investigation) 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 15.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 15.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.0115.01(b).

Responsibility of Trustee. The All adjustments made under this Article 14 shall be made by the Company. Neither the Trustee and any other Exchange nor the Conversion Agent shall not at any time be under have any duty or responsibility to the Company, to the Bid Solicitation Agent, or to any Holder of Notes to determine the Exchange Conversion Rate (or whether any facts exist that may require any adjustment thereto), to determine when a Conversion Rate adjustment should be made (including any increase) of ), or how it should be made or what it should be or to determine when the Exchange RateNotes are convertible, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, in this Indenture or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and Conversion Agent may accept as conclusive evidence of the correctness of any other Exchange such adjustment, and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 14.04(k) hereof. Neither the Trustee nor the Conversion Agent shall not be accountable with respect for, or makes any representation as to the validity or value (or the kind or amount) of of, any shares of OI Inc. Common StockShares, or of any securities, property property, cash or cash that may at any time be assets issued or delivered upon conversion of the exchange of any Note; and Notes. Neither the Trustee and any other Exchange nor the Conversion Agent make no representations shall be responsible for the Company’s failure to comply with respect theretosuch requirements. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of OI Inc. the Company to issue, transfer or deliver any shares of OI Inc. Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of OI Inc. the Company contained in this Article XIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.05 ‎Section 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Notes after any event referred to in such Section 11.05 ‎Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.02‎Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively 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. Neither the Trustee nor the Exchange Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 ‎Section 14.01(b) has occurred that makes the Notes eligible for exchange conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Conversion Agent the notices referred to in Section 11.01 ‎Section 14.01(b) with respect to the commencement or termination of such exchange conversion rights, on which notices the Trustee and the Exchange Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01‎Section 14.01(b).