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 Securities to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.016.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Exchange Agent shall not at any time be under any duty or responsibility to any Holder holder of Securities Notes to determine the Conversion Price Exchange Rate or whether any facts exist which may require any adjustment of the Conversion PriceExchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion 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 SecuritiesNote; and the Trustee and any other Conversion Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Conversion 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 Securities Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle 13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Noteholders upon the conversion exchange of their Securities Notes after any event referred to in such Section 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.12, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Officers’ Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the accuracy of the method employed in calculating the Trading Price or whether any facts exist which may require any adjustment of the Trading Price.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Securities Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, 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 -79- upon the surrender of any Securities note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.016.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesNote; 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 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle 4. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 4.06 hereof relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 4.06 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.016.01 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder holder of Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesSecurity; 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 cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 12.4 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 12.4(a) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Debentures to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesDebenture; 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 Securities Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.02, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent exchange agent shall not at any time be under any duty or responsibility to any Holder holder of Securities Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Exchange Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Preferred Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion exchange of any SecuritiesNote; and the Trustee and any other Conversion Agent exchange agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, 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 Preferred Stock or stock certificates or other securities or property or cash upon the surrender of any Securities debenture for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without Article XVII, without limiting the generality of the foregoing, neither the Trustee nor any Conversion 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 13.06 17.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion exchange of their Securities Notes after any event referred to in such Section 13.06 17.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Debentures to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesDebenture; 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 Securities Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 16. Without limiting the generality of the foregoing, neither the Trustee nor any other Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder holder of Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesSecurity; 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 cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XII . Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 12.3 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 12.3(a) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.1 , may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to calculate or determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 14.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 14.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Debentures to determine the Conversion Price Rate or whether any facts exist which that may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect 106 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 stock, securities, other property, which assets or cash that may at any time be issued or delivered upon the conversion of any SecuritiesDebenture; 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 securities, other securities or property property, assets or cash upon the surrender of any Securities Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 17. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 the Company or any Holder of Securities to determine the Conversion Price Rate, or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other Conversion Agent 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 SecuritiesSecurity; 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 cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 11. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent 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 13.06 11.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 PAGE

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 Securities Notes to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be 69 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 SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Securityholder to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 6.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 6.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, 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 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 SecuritiesSecurity; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.1, 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 Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 10.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of Securities upon the conversion of their Securities after any event referred to in such Section 13.06 10.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Securities Debentures to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesDebenture; 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 Securities Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders holders of Notes upon the conversion of their Securities Notes after any event referred to in such Section 13.06 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes or the Company to determine or calculate the Conversion Price or Rate, to determine whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to confirm the nature or extent or calculation accuracy of any such adjustment when made, made or with respect to the appropriateness of the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, Stock or of any other securities or property, which property that may at any time be issued or delivered upon the conversion of any SecuritiesNotes; and the Trustee and any other the 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 Securities Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoingThe rights, neither privileges, protections, immunities and benefits given to 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 13.06 relating either to the kind or amount of shares of stock or securities or property (Indenture, including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 or to any adjustment without limitation its right to be made with respect theretocompensated, butreimbursed, subject to the provisions of Section 6.01and indemnified, may accept as conclusive evidence of the correctness of any such provisionsare extended to, and shall be protected in relying uponenforceable by, the Officer's Certificate (which Trustee in each of its capacities hereunder, including its capacity as Conversion Agent and if it is so appointed by the Company shall be obligated to file with the Trustee prior to the execution of any and accepts such supplemental indenture) with respect theretoappointment, as Bid Solicitation Agent.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XVI. 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 13.06 16.06 relating either to the kind or amount of shares of stock or securities or property 97 (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price Rate or whether any facts exist which that may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesNote; 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 securities, other securities or property property, assets or cash upon the surrender of any Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 17. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or 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 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 SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 2. 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 13.06 2.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 2.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01601 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Debentures to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, 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 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 SecuritiesDebenture; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.01, 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 or stock certificates or other securities or property properly or cash upon the surrender of any Securities Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Debentures to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesDebenture; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, 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 Securities note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Convertible Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the 69 Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesConvertible Note; and the Trustee and any other Conversion Agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 10.1, 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 Securities Convertible Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 14. 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 13.06 14.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders holders of Convertible Notes upon the conversion of their Securities Convertible Notes after any event referred to in such Section 13.06 14.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.0110.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Officers' Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Securities Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 other property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 other property or cash upon the surrender of any Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XV. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.7 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 such section relating either to the kind or amount of shares of stock or securities or other property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 15.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the 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 Notwithstanding any provision of this Indenture to the contrary, the Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Price Rate or whether any facts exist which that may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, securities or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Convertible Subordinated Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesConvertible Subordinated 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 or stock certificates or other securities or property or cash upon the surrender of any Securities Convertible Subordinated Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders holders of Convertible Subordinated Notes upon the conversion of their Securities Convertible Subordinated Notes after any event referred to in such Section 13.06 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.016.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesSecurity; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.1, 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 Securities note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle 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 13.06 11.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 11.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.016.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNotes; 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 Securities Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 4. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 4.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 4.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01601 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 the Company or any Holder of Securities Noteholders to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle IX. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Convertible Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesConvertible Note; and the Trustee and any other Conversion Agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 6.01, 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 Securities Convertible Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XI. 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 13.06 11.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders holders of Convertible Notes upon the conversion of their Securities Convertible Notes after any event referred to in such Section 13.06 11.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Officers' Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Securities Notes to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 and Citizens to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company and Citizens contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNotes; 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 Securities Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XIII. Without limiting the 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 13.06 13.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 13.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.015.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any capital stock, other securities or other assets or property, which that may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 8. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 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 Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 Merger Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Officers’ Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Securities to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesSecurity; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.1, 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 Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 11.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities after any event referred to in such Section 13.06 11.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.1, may accept as conclusive conclu sive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Securityholder to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, 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 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 Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 5. Without limiting the generality of the foregoing, neither the Trustee nor any 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 13.06 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 Holders upon the conversion of their Securities after any event referred to in such Section 13.06 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.0110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Securityholder to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 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 Holders upon the conversion of their Securities after any event referred to in such Section 13.06 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.0110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 will not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Price Rate or whether any facts exist which that may require any adjustment (including any increase) of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall 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 SecuritiesNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 5. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 5.09 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 5.09 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.0110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall will be protected in relying upon, the Officer's 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 shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesSecurity; 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 Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Ten. 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 13.06 1006 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 1006 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01Article Seven of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's any Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Price Rate or whether any facts exist which that may require any adjustment (including any increase) of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 shall not at any time be under any duty or responsibility to any Holder holder of Securities Debentures to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesDebenture; 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 Securities Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.02, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 shall not at any time be under any duty or responsibility to any Holder of Securities Noteholder to determine the Conversion Price Rate or whether any facts exist which may require any 77 adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, securities or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesSecurity; 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 Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Article X. 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 13.06 10.4 relating either to the kind or amount of shares of stock Shares or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 10.4 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XIV. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 14.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Securities Notes to determine the Conversion Price Exchange Rate or whether any facts exist which may require any adjustment of the Conversion PriceExchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion 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 SecuritiesNote; and the Trustee and any other Conversion Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Conversion 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 Securities Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle 13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 13.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Noteholders upon the conversion exchange of their Securities Notes after any event referred to in such Section 13.06 13.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Securityholder to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, 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 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 Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 5. Without limiting the generality of the foregoing, neither the Trustee nor any 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 13.06 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 Holders upon the conversion of their Securities after any event referred to in such Section 13.06 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Noteholder to determine the Conversion Price Rate or whether any facts exist which that may require any adjustment (including any increase) of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 of Securities Notes to determine or calculate the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNotes; 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 Securities Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 4. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 4.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 4.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.2 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; and the Trustee and any other Conversion Agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 6.1, the Trustee nor any Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Class A Common Stock or stock certificates or other securities or property or cash upon the surrender of any Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XVI. 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 13.06 16.7 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders holders of Notes upon the conversion of their Securities Notes after any event referred to in such Section 13.06 16.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.016.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 the Company or any Holder of Securities Notes to determine the Conversion Price Rate, or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, employed in making the same. The Trustee and any other Conversion Agent 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 SecuritiesNote; 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 cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine 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 13.06 15.04 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Debentureholder to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesDebenture; 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 Securities note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesSecurity; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.01, neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Securityholders upon the conversion of their Securities after any event referred to in such Section 13.06 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Rate, Market Price Threshold, Stock Price Threshold, Stock Price Cap or Additional Premium Table or whether any facts exist which may require any adjustment of the Conversion PriceRate, 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 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 SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 3. 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 13.06 3.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 3.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01601 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesSecurity; 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 Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, upon the Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or of responsibility to any Holder of Securities Holders to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesConvertible Secured Note; and the Trustee and any other Conversion Agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 7.1, 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 Securities Convertible Secured Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 12.5 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Convertible Secured Notes after any event referred to in such Section 13.06 12.5 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 the Company or any Holder holder of Securities Notes to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Securityholder to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 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 Holders upon the conversion of their Securities after any event referred to in such Section 13.06 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.0110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 and Citizens to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company and Citizens contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes pursuant to the Company’s election rights in Section 15.03 or after any event referred to in such Section 13.06 15.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders holders of Notes upon the conversion of their Securities Notes after any event referred to in such Section 13.06 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price Rate or whether any facts exist exist, which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNote; 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 Class A Common Stock or stock certificates or other securities or property or cash upon the surrender of any Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Seventeen. 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 13.06 1705 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 1705 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01601, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, upon the Officer's ’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Exchange Agent shall not at any time be under any duty or responsibility to any Holder holder of Securities Notes to determine the Conversion Price Exchange Rate or whether any facts exist which may require any adjustment of the Conversion PriceExchange Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion 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 SecuritiesNote; and the Trustee and any other Conversion Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Conversion 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 Securities Note for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this ArticleArticle 13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 13.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Noteholders upon the conversion exchange of their Securities Notes after any event referred to in such Section 13.06 13.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.12, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Officers’ Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the accuracy of the method employed in calculating the Trading Price or whether any facts exist which may require any adjustment of the Trading Price.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Securities Notes to determine the Conversion Price or make a determination whether any facts exist which that may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesNote; and the Trustee and any other Conversion Agent 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 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 11. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine 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 13.06 11.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 11.6 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.1 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Convertible Subordinated Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesConvertible Subordinated Note; and the Trustee and any other Conversion Agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 7.1, 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 Securities Convertible Subordinated Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 12. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 12.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders holders of Convertible Subordinated Notes upon the conversion of their Securities Convertible Subordinated Notes after any event referred to in such Section 13.06 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.017.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Securityholder to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 6.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Debentures to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesDebenture; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, 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 Securities Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesNote; 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 Securities Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle Fifteen. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.6 or Section 15.7 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 15.6 or Section 15.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's Officers' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Neither the Trustee and nor any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Price or whether any facts exist fact exists which may require any adjustment of the Conversion Priceconversion price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. The Neither the Trustee and nor any other Conversion Agent shall not be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesSecurity; and neither the Trustee and nor any other Conversion Agent make no representations makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, make or calculate any cash payment or issue or transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle XIII. Without limiting The Trustee makes no representations as to the generality validity or sufficiency of this Indenture; the recitals and statements herein are deemed to be those of the foregoingCompany and not of the Trustee. This instrument may be executed in any number of counterparts, neither the Trustee nor any Conversion Agent each of which so executed shall be under any responsibility deemed to determine be an original, but all such counterparts shall together constitute but one and the correctness same instrument. The exchange of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 relating either copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the kind parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 or to any adjustment PDF shall be deemed to be made with respect thereto, but, subject their original signatures for all purposes. (Signature Pages to the provisions of Section 6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the 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.Follow)

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 Securities Debentures to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesDebenture; 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 Securities Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 16. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 16.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 16.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine or calculate the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesNotes; 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 Securities Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 4. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 4.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 4.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.02 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Debentures to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesDebenture; 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 Securities Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 16. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 13.06 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Securityholder to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 6.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 6.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.019.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritiesSecurity; 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 Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 11. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 11.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 13.06 11.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, upon the 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 Securities to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 Securities; Security and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, 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 Securities Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.6 relating either to ------------ the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Securityholders upon the conversion of their Securities after any event referred to in such Section 13.06 15.6 or to any adjustment to be made with ------------ respect thereto, but, subject to the provisions of Section 6.018.1, may accept as ----------- conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Notes to determine the Conversion Price or whether any facts exist which may require any adjustment of the Conversion Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent 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 SecuritiesNote; and the Trustee and any other Conversion Agent 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 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 Securities note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 15.6 hereof relating either to the kind or amount of shares of stock or securities or property (including cashCash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 13.06 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.018.1 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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 Securities Securityholder to determine the Conversion Price Rate or whether any facts exist which may require any adjustment of the Conversion PriceRate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Securities; 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 Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 13.06 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 Holders upon the conversion of their Securities after any event referred to in such Section 13.06 6.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 6.0111.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer's 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.