Common use of Responsibility of Trustee Clause in Contracts

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures to determine the Conversion Rate or whether any facts exist that may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 179. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Securityholders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.01, neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Securityholders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures Notes to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any amendment or supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1715. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any amendment or supplemental indenture entered into pursuant to Section 17.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such amendment or supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Exchange Rate or Exchange Price or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the conversion exchange of any DebentureSecurity; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this Article 174. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 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 Debentureholders Holders upon the conversion exchange of their Debentures Securities after any event referred to in such Section 17.06 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.01(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.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Debentures Notes to determine the Conversion Rate Rate, or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17VI. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 6.05 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 6.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.02, 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.

Responsibility of Trustee. (a) The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures to determine the Conversion Rate Ratio, the Conversion Price or whether any facts exist that which may require any adjustment of the Conversion RatePrice 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 conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver cash and, if applicable, any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 7.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures after any event referred to in such Section 17.06 7.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.01 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. (b) In effecting the conversion transactions described in this Article VII, the Conversion Agent is acting as agent of the holders of Trust PIERS (in the exchange of Trust PIERS for Debentures) and as agent of the Holders (in the conversion of Debentures into cash and, if applicable, Common Stock), as the case may be, directing it to effect such conversion transaction. The Conversion Agent is hereby authorized (i) to exchange Trust PIERS for Debentures held by the Trust from time to time in connection with the conversion of such Trust PIERS in accordance with this Article VII, and (ii) to convert all or a portion of the Debentures into cash and, if applicable, Common Stock and thereupon to deliver such cash and, if applicable, shares of Common Stock in accordance with the provisions of this Article VII and to deliver to the Trust a new Debenture or Debentures for any resulting unconverted principal amount. (c) In connection with the acceptance and administration of the trusts under this Third Supplemental Indenture, the Trustee shall have and be able to exercise all such privileges, protections, immunities, rights and indemnities granted or provided to the Indenture Trustee under the Base Indenture.

Responsibility of Trustee. The Trustee and any the Conversion Agent (if other conversion agent than the Trustee) shall not at any time be under any duty or responsibility to any holder of Debentures Holder to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any the Conversion Agent (if other conversion agent than the Trustee) shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any the Conversion Agent (if other conversion agent than the Trustee) make no representations with respect thereto. Neither the Trustee nor any conversion agent the Conversion Agent (if other than the Trustee) shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent 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 17.06 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.015.3 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 Conversion Agent (if other than the Trustee) shall be responsible for determining whether any event contemplated by Section 9.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent (if other than the Trustee) the notices referred to in Section 9.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent (if other than the Trustee) may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the 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 9.01(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 Trustee, the Conversion Agent, the Paying Agent and any other conversion agent Conversion Agent other than Citibank, N.A. shall not at any time be under any duty or responsibility to any holder of Debentures Holder to perform calculations or to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent 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 Common StockADSs, or of any securities or other property, which that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee Trustee, the Paying Agent and any other conversion agent the Conversion Agent make no representations with respect theretothereto in this Indenture. Neither None of the Trustee Trustee, the Paying Agent nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock 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 Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Indenture. Without limiting the generality of the foregoing, neither none of the Trustee Trustee, the Paying Agent nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 14.07 relating either to the kind or amount of shares of stock ADSs or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.01, 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. None of the 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 Trustee, the Paying Agent nor any Conversion Agent shall be responsible for the failure of the Company to comply with this Indenture.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1713. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate Price or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 13.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Noteholder to determine the Conversion Rate or the number of shares of Group Common Stock in any Component of the Securities Basket (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion RateRate or the number of shares in any Component of the Securities Basket, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) amount of any shares of Common Stock, or of any securities or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver pay any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 12.05 relating either to the kind or amount of shares of stock or securities or property (including cash) cash receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 12.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.01, 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 Conversion Agent shall be responsible for determining whether any event contemplated by Section 12.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 12.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 12.01(b).” (j) Section 12.07 of the Original Indenture is amended and restated to read in full as follows:

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17XII. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 12.4 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 12.4(a) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee in any of its capacities hereunder and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee in any of its capacities hereunder and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee in any of its capacities hereunder and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee in any of its capacities hereunder nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee in any of its capacities hereunder nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 14.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 14.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.01, 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.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be responsible for determining whether the Conversion Share Cap is applicable to any conversion agent or for calculating or verifying the calculations of any adjustments to the amount of notes being converted as the result of a Conversion Share Cap. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.01, 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 Conversion Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b). Except as otherwise expressly provided herein, neither the Trustee nor any other agent acting under this Indenture (other than the Company, if acting in such capacity) shall have any obligation to make any calculation or to determine whether the Notes may be surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any of the Holders if the Notes have become convertible pursuant to the terms of this Indenture.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1713. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. Neither the Exchange Agent nor the Trustee has any duty to determine when an adjustment under this Article V should be made, how it should be made or what it should be. The Trustee and any other conversion agent Exchange Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Exchange Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion exchange of any DebentureNotes; and the Trustee and any other conversion agent Exchange Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Exchange Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture for the purpose of conversion or Guarantor to comply with any of the duties, responsibilities or covenants of the Company or the Guarantor contained in this Article 17. V. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Exchange 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 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, and 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. For the avoidance of doubt, neither the Trustee nor the Exchange Agent shall be responsible for making any calculations under this Article V nor for monitoring the price of the Common Stock.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Notes to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17ARTICLE 12. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 12.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.3, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Debentures Securities to determine the Conversion Rate Rate, or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 179. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent 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 17.06 9.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01601 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures Notes to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash -79- upon the surrender of any Debenture note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Neither the Trustee and any other conversion agent shall not at any time be under nor the Conversion Agent has any duty or responsibility to any holder of Debentures calculate the Conversion Price or to determine the Conversion 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 accept as conclusive evidence of the Conversion 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 conversion agent shall not be accountable with respect representation as to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be assets issued or delivered upon the conversion of any Debenture; Notes, 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 provisions contained in any supplemental indenture executed pursuant to Section 10.08, but may accept as conclusive evidence of the correctness thereof, and any other conversion agent make no representations shall be protected in relying upon, the Officer’s Certificate with respect theretothereto which the Issuer is obligated to file with the Trustee pursuant to Section 10.08 hereof. Neither the Trustee nor any conversion agent the Conversion Agent shall be responsible for any failure of the Company Issuer 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 or cash upon the surrender of any Debenture Note for the purpose of conversion 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 the Company Issuer contained in this Article 17. X. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent the Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 10.08 relating either to the kind or amount of shares of stock or securities or other property or assets (including cash) receivable by Debentureholders holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 10.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, 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.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Securityholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 176. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 6.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other ------------------------- conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and the Trustee and any other conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Debentures Notes to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1715. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate Price or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1710. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, upon the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1713. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Noteholder to determine the Conversion Rate or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.01, 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 Conversion Agent shall be responsible for determining whether any event contemplated by Section 15.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 15.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 15.01(b).

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Notes to determine the Conversion Rate Price or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockStock of the Parent Company, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Issuer or the Parent Company to issue, transfer or deliver any shares of Common Stock of the Parent Company or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Issuer or the Parent Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 4.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 4.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.01 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.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Securityholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, method(s) employed (or herein or in any supplemental indenture provided to be employed, ) in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 175. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant following any event referred to in Section 17.06 5.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Securityholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 176. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 6.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or 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 conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; 2004 Senior Convertible Notes and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture 2004 Senior Convertible Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Section 1.10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 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 Debentureholders Holders upon the conversion of their Debentures Senior Convertible Notes after any event referred to in such Section 17.06 1.10(h)(iv) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01Article 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 Conversion Agent shall be responsible for determining whether any event contemplated by the paragraph 7 of the reverse of the 2004 Senior Convertible Notes has occurred which makes the 2004 Senior Convertible Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent an Officers' Certificate stating that such event has occurred, on which Certificate the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such Officers' Certificate to the Trustee and the Conversion Agent immediately after the occurrence of any such event. In no event shall the Trustee or 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 loss or damage and regardless of the form of action. In no event shall the Trustee or the Conversion Agent be liable for any failure or delay in the 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 conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1710. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, 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 Conversion Agent shall be responsible for determining whether any event contemplated by Section 10.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 10.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 10.01.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder, Initial Purchaser or Initial Purchaser Successor to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 175. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 5.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 5.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, 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. None of the Trustee, the Conversion Agent, an Note Agent or any of their agents shall be responsible for monitoring or determining whether any 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 and shall be entitled to rely conclusively on written notice provided by the Company as to such matters and any other matters with respect to the Common Stock.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Securityholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, method(s) employed (or herein or in any supplemental indenture provided to be employed, ) in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 175. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 5.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The 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 conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Noteholder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent 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 Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.02, 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. 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 in each of its capacities hereunder, including its capacity as Conversion Agent.

Responsibility of Trustee. Neither the Conversion Agent nor the Trustee has any duty to determine when an adjustment under this Article V should be made, how it should be made or what it should be. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Price, the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNotes; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17. V. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent 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 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, and may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. For the avoidance of doubt, neither the Trustee nor the Conversion Agent shall be responsible for making any calculations under this Article V nor for monitoring the price of the Common Stock.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1711. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 11.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 11.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, upon the Officers' Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Debentures Notes to determine the Conversion Rate Rate, or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1715. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 15.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Notes to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNotes; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17XIII. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 13.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 13.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.015.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Debentures Securities to determine the Conversion Rate Rate, or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Ten. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent 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 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.015.01, 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.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Noteholder to determine the Conversion Rate or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) amount of any shares of Common Stock, or of any securities or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver pay any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) cash receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 12.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.01, 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 Conversion Agent shall be responsible for determining whether any event contemplated by Section 12.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 12.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 12.01(b).

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures to determine the Conversion Price, calculate the Conversion Rate or determine whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same and, subject to Sections 11.1 and 11.2 hereof and the provisions of this Article IX, shall be protected in relying upon an Officers’ Certificate with respect to the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; Notes and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17herein. Without limiting the generality of the foregoing, neither Neither the Trustee nor any conversion agent the Conversion Agent shall be under responsible for determining whether any responsibility to determine event has occurred that makes the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 relating either Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon Trustee and the conversion of their Debentures after any event referred to in such Section 17.06 or to any adjustment to be made Conversion Agent written notice with respect thereto, but, subject to the provisions commencement or termination of Section 9.01such conversion rights, on which notices the Trustee and the Conversion Agent may accept as conclusive evidence of conclusively rely, and the correctness Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such provisions, and event or at such other times as 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 theretoprovided for herein.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or of responsibility to any holder holders of Debentures Notes to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 7.01, the Trustee nor any conversion agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17XII. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders holders of Notes upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures Notes to determine the Conversion Rate or whether any facts exist that may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or stock, securities, other property, which assets or cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or securities, other securities or property property, assets or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall each Note Agent will not at any time be under any duty or responsibility to the Company, any holder of Debentures Holder, or any other Person to determine any Settlement Amount, to calculate the 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 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 conversion agent shall Note Agent will not be accountable with respect to the validity validity, sufficiency, or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall Note Agent will be responsible for any act or omission of the Company, or any failure of the Company or its agent to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 175. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall Note Agent will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 8.01 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 8.01 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, 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 any Note Agent will be responsible for determining whether any event has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in this Article 5 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and any Note Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and each Note Agent promptly after the occurrence of any such event or at such other times as will be provided for in this Supplemental Indenture.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Debentures Noteholders to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17IX. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Debentures Securities to determine the Conversion Rate Rate, or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1711. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 11.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.01, 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.thereto 69 Section 11.06. Notice to Holders Prior to Certain Actions. In case: 69

Responsibility of Trustee. The Notwithstanding any provision of this Indenture to the contrary, the Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate or whether any facts exist that may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, securities or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1713. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures 13.06 after any event referred to in such Section 17.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Notes to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any capital stock, other securities or other assets or property, which that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 178. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 8.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 Merger Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or of responsibility to any holder holders of Debentures Notes to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 7.01, the Trustee nor any conversion agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17XII. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders holders of Notes upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1716. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Securityholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 175. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 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 Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01Article 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.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Securityholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 176. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 6.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Notwithstanding any provision of this Indenture to the contrary, the Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Noteholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, securities or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures 13.06 after any event referred to in such Section 17.06 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate Price or whether any facts exist that may require any adjustment (including any increase) of the Conversion 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 conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company Parent to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Parent contained in this Article 1710. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 10.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 10.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, 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 Conversion Agent shall be responsible for determining whether any event contemplated by Section 10.02(a) with respect to the termination of conversion rights has occurred until Parent has delivered to the Trustee and the Conversion Agent the notices referred to in Section 10.02(b), on which notices the Trustee and the Conversion Agent may conclusively rely, and Parent agrees to deliver such notices to the Trustee and the Conversion Agent promptly if it elects to terminate conversion rights as provided for in Section 10.02(a).

Responsibility of Trustee. (a) The Trustee and any other conversion agent shall not at any time be under any have no duty or responsibility to any holder of Debentures to determine calculate the Base Conversion Rate or whether to make any facts exist that computation or determination in connection therewith or to determine when an adjustment under this Article 9 should be made, how it should be made or what such adjustment should be, but may require any adjustment accept as conclusive evidence of the Conversion Rate, same 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, an Officer’s Certificate and Opinion of Counsel, including the Officer’s Certificate with respect thereto which the Company is obligated to file with the method employed, or herein or in any supplemental indenture provided Trustee pursuant to be employed, in making the sameSection 9.08. The Trustee and any other conversion agent shall not be accountable with respect makes no representation as to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be assets issued or delivered upon the conversion of any Debenture; Securities, and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall not be responsible for any the Company’s failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture for the purpose of conversion or to comply with any provisions of the duties, responsibilities or covenants of the Company contained in this Article 17. Without limiting the generality of the foregoing9, neither the including, without limitation, whether or not a supplemental indenture is required to be executed. (b) The Trustee nor any conversion agent shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into executed pursuant to Section 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 or to any adjustment to be made with respect thereto9.10, but, subject to the provisions of Section 9.01, but may accept as conclusive evidence of the correctness of any such provisionsthereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate (and Opinion of Counsel, with respect thereto which the Company shall be is obligated to file with the Trustee prior pursuant to Section 9.10. (c) Neither the Trustee nor any Conversion Agent or any other Agent shall be responsible for determining whether any event contemplated by this Article 9 has occurred which makes the Securities eligible for conversion until the Company has delivered to the execution Trustee and any Conversion Agent and each other Agent an Officer’s Certificate stating that such event has occurred, on which Officer’s Certificate the Trustee and any such Conversion Agent and other Agent may conclusively rely, and the Company agrees to deliver such Officer’s Certificate to the Trustee and any such Conversion Agent and each other Agent promptly after the occurrence of any such supplemental indenture) with respect theretoevent.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures to determine the Conversion Rate Price or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1716. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 16.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 16.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or 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 conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; Senior Convertible Notes and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Senior Convertible Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Section 1.10. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 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 Debentureholders Holders upon the conversion of their Debentures Senior Convertible Notes after any event referred to in such Section 17.06 1.10(h)(iv) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01Article 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 Conversion Agent shall be responsible for determining whether any event contemplated by the paragraph 7 of the reverse of the Senior Convertible Notes has occurred which makes the Senior Convertible Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent an Officers' Certificate stating that such event has occurred, on which Certificate the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such Officers' Certificate to the Trustee and the Conversion Agent immediately after the occurrence of any such event. In no event shall the Trustee or 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 loss or damage and regardless of the form of action. In no event shall the Trustee or the Conversion Agent be liable for any failure or delay in the 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 conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17. X. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 10.4 relating either to the kind or amount of shares of stock Shares or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 10.4 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or of responsibility to any holder holders of Debentures Convertible Notes to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureConvertible Note; and the Trustee and any other conversion agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 7.01, the Trustee nor any conversion agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any Debenture Convertible Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1712. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders holders of Convertible Notes upon the conversion of their Debentures Convertible Notes after any event referred to in such Section 17.06 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be fully protected in relying upon, the Officers' Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall Conversion Agent will not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall Conversion Agent will not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall Conversion Agent will be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 175. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall Conversion Agent will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 5.09 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 5.09 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall will be protected in relying upon, the Officers' ’ 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 Conversion Agent will be responsible for determining whether any event contemplated by Section 5.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 5.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as will be provided for in Section 5.01.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Debentureholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1715. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.02, 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.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate Price or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 13.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1715. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Neither the Trustee and any other conversion agent nor the Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein in the Indenture or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other 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 Common Stockthe ADSs (or Ordinary Shares in lieu thereof), or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any DebentureNote or for the distribution of any cash payable in lieu of any Fractional ADSs; and the Trustee and any other conversion agent the Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent the Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property ADSs or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17connection therewith. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent the Conversion Agent shall be under any responsibility to (a) determine whether a supplemental indenture needs to be entered into or (b) determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 relating either to into. The Trustee and the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and Conversion Agent shall be protected in conclusively relying upon, upon the Officers' ’ Certificate (which the Company shall be obligated to file with deliver to the Trustee and the Conversion Agent prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any requirements or conditions (to the extent applicable) contemplated by Article 14, if any, have occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Article 14 with respect to the commencement or termination of such conversion rights, if any, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Article 14. The parties hereto agree that all notices to the Trustee or the Conversion Agent under this Article 14 shall be in writing.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Securityholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 176. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 6.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 6.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17XVI. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1710. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 10.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders of Securities upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 10.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.1, 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.

Responsibility of Trustee. The Trustee and any other ------------------------- conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.1, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this Article 17XI. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 11.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 11.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures Notes to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1 hereof, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash Cash upon the surrender of any Debenture note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1715. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.6 hereof relating either to the kind or amount of shares of stock or securities or property (including cashCash) receivable by Debentureholders Noteholders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.018.1 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.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine either calculate the Conversion Rate or determine whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, 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 conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; 2024 Notes and the Trustee and any other conversion agent 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 conversion agent Conversion Agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture 2024 Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this Article 17Section 6.14. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 Article VI hereof relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures 2024 Notes after any event referred to in such Section 17.06 6.12 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01Article 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.

Responsibility of Trustee. Neither the Conversion Agent nor the Trustee has any duty to determine when an adjustment under this Article V should be made, how it should be made or what it should be. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Holder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNotes; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17. V. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent 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 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders upon the conversion of their Debentures after any event referred to in such Section 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, and 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. For the avoidance of doubt, neither the Trustee nor the Conversion Agent shall be responsible for making any calculations under this Article V nor for monitoring the price of the Common Stock.

Responsibility of Trustee. The Trustee and any other ------------------------- conversion agent shall not at any time be under any duty or responsibility to any holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Debenture; Security and the Trustee and any other conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any conversion ----------- agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 15.6 relating either to ------------ the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Securityholders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 15.6 or to any adjustment to be made with ------------ respect thereto, but, subject to the provisions of Section 9.018.1, may accept as ----------- conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion 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 conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.01, neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17Article. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Securityholders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.016.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Notes to determine the Conversion Rate Rate, Market Price Threshold, Stock Price Threshold, Stock Price Cap or Additional Premium Table or whether any facts exist that which may require any adjustment of the Conversion Rate, Market Price Threshold, Stock Price Threshold, Stock Price Cap and Additional Premium Table or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or whether the same conforms with the provisions herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent make no representations with respect thereto. Neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 173. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 3.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 3.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01601 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Opinion of Counsel and Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Securities to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 17ARTICLE XI. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 11.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 11.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01Article 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.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Securityholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 176. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 6.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 6.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Securityholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurities; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 176. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 6.06 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Debentureholders Holders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 6.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0111.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other conversion agent shall not at any time be under any duty or responsibility to any holder Holder of Debentures Notes to determine the Conversion Rate or make a determination whether any facts exist that may require any adjustment of the Conversion 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 conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) amount of any shares of Common Stock, or of any securities or property, which that may at any time be issued or delivered upon the conversion of any DebentureNote; and the Trustee and any other conversion agent make no representations with respect thereto. Neither Subject to the provision of Section 7.1 hereof, neither the Trustee nor any conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or in cash upon the surrender of any Debenture Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 1711. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 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 17.06 11.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Holders upon the conversion of their Debentures Notes after any event referred to in such Section 17.06 11.6 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.017.1 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.

Responsibility of Trustee. The Trustee and any other conversion agent Conversion Agent shall not at any time be under any duty or responsibility to any holder of Debentures Securityholder to determine the Conversion Rate or whether any facts exist that which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other conversion agent Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any DebentureSecurity; and the Trustee and any other conversion agent Conversion Agent make no representations with respect thereto. Neither the Trustee nor any conversion agent Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Debenture Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 179. Without limiting the generality of the foregoing, neither the Trustee nor any conversion agent Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 17.06 9.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Debentureholders Securityholders upon the conversion of their Debentures Securities after any event referred to in such Section 17.06 9.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 9.0112.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers' ’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.