Common use of Trustee’s Disclaimer Clause in Contracts

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Officer’s Certificate and Opinion of Counsel, including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. , including, without limitation, whether or not a Supplemental Indenture is required to be executed. (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.10.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should bebe made, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. Each Conversion Agent (other than the Company or an Affiliate of the Company) shall have the same protection under this Section 4.13 as the Trustee. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.12 hereof.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12 hereof.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.09, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.09.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 XIII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying uponon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.05. The Trustee makes no representation as to the validity or value of any securities or assets issued upon on conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4XIII. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying uponon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.111.02 in connection with that supplemental indenture.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 13 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, Securities and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 413. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1113.11.

Trustee’s Disclaimer. The Trustee and the Conversion Agent shall have no duty to determine when an adjustment under this Article 4 6 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.96.09. The Neither the Trustee nor the Conversion Agent makes no any representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee and the Conversion Agent shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 46. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.116.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.116.12.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9612. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11614, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11614.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 10 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 410. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.12 hereof.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 VIII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.98.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4VIII. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.118.12 hereof, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.118.12 hereof.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 ARTICLE IX should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.99.11 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4ARTICLE IX. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.119.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.119.13 hereof.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Notes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 5.12, but may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 5.12 hereof.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9712. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesDebentures, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11714, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11714.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 13 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 413. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1113.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 13 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 413. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1113.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 7 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate Certificate, including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.97.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 47. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.117.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.117.11.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment to the Conversion Rate under this Article 4 XII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, adjustment and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.912.02(i). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4XII. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1112.04, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1112.04.

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 15 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.915.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesDebentures, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. 15. (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1115.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1116.05.

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate and Opinion of Counsel, including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. . (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.11(k). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.14, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.11(k).

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 7 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.97.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 47. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.117.08, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.117.08.

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Officers Certificate and/or an Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. . (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1112.04.

Trustee’s Disclaimer. The Trustee shall have has no duty to make any calculations under this Article X, to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.12 hereof.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 Fourteen should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.91409. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2020 Debentures, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Fourteen. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.111411, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.111411.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should bebe or whether a supplemental indenture is required by this Article V, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.13.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 14 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.914.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, Securities and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 414. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1114.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1114.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 3 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which that the Company is obligated to file with the Trustee pursuant to Section 4.93.09. The Trustee makes no representation as to the validity or value of any securities Securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 43. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which that the Company is obligated to file with the Trustee pursuant to Section 4.113.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.09. The Trustee makes no representation as to the validity or value of any securities Notes or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should bebe made, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. Each Conversion Agent (other than the Company or an Affiliate of the Company) shall have the same protection under this Section 4.13 as the Trustee. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 Eleven should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2037 Notes, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4Eleven. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.11.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should bebe or whether a supplemental indenture is required by this Article V, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Notes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 5.13, but may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 5.13.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.09 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.11 hereof.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 ARTICLE X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9SECTION 10.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. ARTICLE X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11SECTION 10.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11SECTION 10.12 hereof.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine if the conditions precedent to the Company's redemption rights under Section 3 have been satisfied and to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.12. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.06.

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. . (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate ’ Certificate, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1114.04.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in conclusively relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which IAC or the Company is obligated to file with the Trustee pursuant to Section 4.94.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure of IAC or the Company to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in conclusively relying upon, the Officers' Certificate with respect thereto which IAC or the Company is obligated to file with the Trustee pursuant to Section 4.114.10.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.12. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.08 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued or delivered upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1110.10 hereof.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is Obligors are obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's Obligors' failure to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is Obligors are obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 6 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate Officer’s Certificate, including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.96.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 46. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.116.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.116.11.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment to the Conversion Rate under this Article 4 XII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, adjustment and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.912.02(i). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4XII. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1112.04, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which that the Company is obligated to file with the Trustee pursuant to Section 4.1112.04.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate Officer’s Certificate, including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.12.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.9 and the notice contemplated by Section 4.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's Issuer’s failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Conversion Price, amount of Common Stock to be received upon conversion, and the amount of cash payment in lieu of fractional shares shall be calculated and determined by the Company, and Trustee may rely conclusively thereon and shall have no liability for any distributions made in accordance with such calculations by the Company. The Trustee makes no representation as to the validity of value or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.11 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.09, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.09.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate of Brocade including the Officers' ’ Certificate with respect thereto which the Company Brocade is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's Brocade’s failure to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate of Brocade with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. . (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.13.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.95.07(k). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesDebentures, and the Trustee shall not be responsible for the CompanyIssuer's failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.115.07(k).

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 10 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Officers Certificate and/or an Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.910.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. 10. (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1110.10, but may accept Table of Contents as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' officers, Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1112.05.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 ARTICLE FOUR should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9411. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4ARTICLE FOUR. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11413, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11411.

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. , including, without limitation, whether or not a supplemental indenture is required to be executed. (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.10.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. Each Conversion Agent (other than the Company or an Affiliate of the Company) shall have the same protection under this Section 4.13 as the Trustee. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 Section 2.3 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.92.3(j) hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Section 2.3. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.112.3(l), but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.112.3(l) hereof.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Officer’s Certificate of the Company or Parent, including the Officers' Officer’s Certificate of Parent with respect thereto which the Company Parent is obligated to file with the Trustee pursuant to Section 4.95.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s or Parent’s failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company Parent is obligated to file with the Trustee pursuant to Section 4.115.11.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture Indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12 hereof.

Trustee’s Disclaimer. The Trustee shall have has no duty to -------------------- determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesConvertible Notes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.5.13. -36-

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 Four should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9409. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Four. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11411, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11411.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in conclusively relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.10.

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate and Opinion of Counsel, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.08 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. IV. (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.10 hereof, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.04 of this Supplemental Indenture.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company Brocade is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's Brocade’s failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company Brocade is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should bebe or whether a supplemental indenture is required by this Article V, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company WPP is obligated to file with the Trustee pursuant to Section 4.95.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the CompanyWPP's failure to comply with any provisions of this Article 4. V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company WPP is obligated to file with the Trustee pursuant to Section 4.115.13.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 XIII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.05. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4XIII. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1113.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.12 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.09, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.09.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 7 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate Officer’s Certificate, including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.97.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 47. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.117.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.117.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate Certificate, including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate Officer’s Certificate, including the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.13.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 FOURTEEN should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Officer's Certificate including the Officers' Officer's Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.91409. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2021 Debentures, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4FOURTEEN. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.111411, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer's Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.111411.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 3 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate Certificate, including the Officers' Certificate with respect thereto which that the Company is obligated to file with the Trustee pursuant to Section 4.93.09. The Trustee makes no representation as to the validity or value of any securities Securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 43. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.113.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which that the Company is obligated to file with the Trustee pursuant to Section 4.113.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 V should be made, how it should be made or what such adjustment should bebe or whether a supplemental indenture is required by this Article V, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. V. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.13.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 11 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.07(m). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 411. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.07(m).

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4IV. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.07(k). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesSenior Notes, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.07(k).

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 XIII should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.913.08. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, Notes and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4XIII. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1113.10, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1113.10.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 ARTICLE X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9SECTION 10.10 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. ARTICLE X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11SECTION 10.13, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11SECTION 10.13 hereof.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 FIFTEEN should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.91509. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2020 Debentures, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4FIFTEEN. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.111511, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.111511.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.13. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.15, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.13.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 X should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including upon the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.91010 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4. X. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.111012, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.1012 hereof. ARTICLE ELEVEN SUBORDINATION

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Conversion Price, amount of Common Stock to be received upon conversion, and the amount of cash payment in lieu of fractional shares shall be calculated and determined by the Company, and Trustee may rely conclusively thereon and shall have no liability for any distributions made in accordance with such calculations by the Company. The Trustee makes no representation as to the validity of value or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.Section

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4. . (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 7 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate Officer's Certificate, including the Officers' Officer's Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.97.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 47. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.117.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Officer's Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.11.7.11. 50

Trustee’s Disclaimer. The Trustee shall have no duty to monitor or determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate Certificate, including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.11. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.09, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate and Opinion of Counsel with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.09.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 5 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in conclusively relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.95.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 45. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.115.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.115.11.

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 XI should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.09 hereof. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure by the Company to comply with any provisions of this Article 4XI. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.11 hereof.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 XI should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.911.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2020 Debentures, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4XI. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1111.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1111.11.

Trustee’s Disclaimer. (a) The Trustee shall have no duty to determine when an adjustment under this Article 4 IV should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in acting and relying upon, an Officers' Certificate and Opinion of Counsel, including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.7. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. IV. (b) The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.9, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate and Opinion of Counsel, with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.9.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 Twelve should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.912.09. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of SecuritiesNotes, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 4Twelve. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1112.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.1112.11.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.914.11(l). The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion exchange of Securities, and the Trustee shall not be responsible for the CompanyIssuer's failure to comply with any provisions of this Article 4Article. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1114.14, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company Issuer is obligated to file with the Trustee pursuant to Section 4.1114.11(l).

Trustee’s Disclaimer. The Trustee shall have has no duty to determine when an adjustment under this Article 4 should be made, how it should be made or what such adjustment should bebe made, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.94.10. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.114.12, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.114.12.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 12 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' ’ Certificate including the Officers' ’ Certificate with in respect thereto thereof which the Company is obligated to file with the Trustee pursuant to Section 4.912.13. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, Notes and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 412. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.1112.15, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with in respect thereto thereof which the Company is obligated to file with the Trustee pursuant to Section 4.1112.15.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 Fourteen should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustment, and shall be protected in relying upon, an Officers' Certificate including the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.91409. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities2031 Debentures, and the Trustee shall not be responsible for the Company's failure to comply with any provisions of this Article 4Fourteen. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.111411, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.111411.

Trustee’s Disclaimer. The Trustee shall have no duty to determine when an adjustment under this Article 4 7 should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of that fact or the correctness of any such adjustmentadjustment set forth in, and shall be protected in relying upon, an Officers' Certificate ’ Certificate, including the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.97.9. The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company's ’s failure to comply with any provisions of this Article 47. The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed pursuant to Section 4.117.11, but may accept as conclusive evidence of the correctness thereof, and shall be fully protected in relying upon, the Officers' ’ Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 4.117.11.