Common use of Responsibility of Trustee Clause in Contracts

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIXIV. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 14.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.17.01, may accept as conclusive evidence of the correctness of any such provisionsprovisions of this Indenture, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Holder to determine the Conversion Rate or whether any facts exist fact exists which may require any adjustment of the Conversion RatePrice or other adjustment, or with respect to the nature or nature, extent or calculation of any such adjustment when made, or with respect to the method employed, employed or herein or in any supplemental indenture provided to be employed, in making any such adjustment, or with respect to the samecorrectness thereof. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the validity, value, kind or amount) amount of any shares of Common Stock, or of any securities or property, which may item at any time be issued or delivered upon the conversion of any Security; Note, and neither the Trustee and nor any other Conversion Agent make no makes any representations with respect thereto. Neither Subject to Section 603, neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property item upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIITwelve. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) or to any adjustment to be made with respect thereto1205, but, subject to the provisions of Section 7.1603, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate Price or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 13.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Debentures to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 12.3(a) 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.17.02, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent exchange agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RateExchange Price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Preferred Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion exchange of any SecurityNote; and the Trustee and any other Conversion Agent exchange agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any Conversion Agent exchange agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Preferred Stock or stock certificates or other securities or property or cash upon the surrender of any Security debenture for the purpose of conversion exchange or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII. Without XVII, without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent exchange agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 17.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion exchange of their Securities Notes after any event referred to in such Section 12.3(a) 17.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate Price or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this Article XII4. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 4.06 hereof relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 4.06 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.01 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Officer's Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 12.4 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a12.4(a) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIARTICLE 12. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 12.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.3, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash -79- upon the surrender of any Security note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIXII . Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.17.1 , may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Debentures to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII16. Without limiting the generality of the foregoing, neither the Trustee nor any other Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 12.3(a) 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Debentures to determine the Conversion Rate Price or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII16. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 16.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 12.3(a) 16.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company and Citizens to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company and Citizens contained in this Article XII15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes pursuant to the Company’s election rights in Section 15.03 or after any event referred to in such Section 12.3(a) 15.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.” (q) Sections 15.09, 15.11 and 15.12 of the Base Indenture shall be amended such that references to “the Company” shall mean “Citizens”.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 6.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 6.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any capital stock, other securities or other assets or property, which that may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII8. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 8.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) Merger Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Neither the Trustee and nor any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate or whether any facts exist fact exists which may require any adjustment of the Conversion Rateconversion price, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same, or whether a supplemental indenture need be entered into. The Neither the Trustee and nor any other Conversion Agent shall not be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee and nor any other Conversion Agent make no representations makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, make or calculate any cash payment or issue or transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIXIII. Without limiting The Trustee makes no representations as to the generality validity or sufficiency of this Indenture; the recitals and statements herein are deemed to be those of the foregoingCompany and not of the Trustee. This instrument may be executed in any number of counterparts, neither the Trustee nor any Conversion Agent each of which so executed shall be under any responsibility deemed to determine be an original, but all such counterparts shall together constitute but one and the correctness same instrument. The exchange of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 relating either copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the kind parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) or to any adjustment PDF shall be deemed to be made with respect thereto, but, subject to the provisions of Section 7.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect theretotheir original signatures for all purposes.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or of responsibility to the Company or any holder holders of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 7.01, the Trustee nor any Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders holders of Notes upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company and Citizens to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company and Citizens contained in this Article XII15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.” (k) Sections 15.08, 15.10 and 15.11 of the Base Indenture shall be amended such that references to “the Company” shall mean “Citizens”.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Debentures to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, conversion price or other adjustment or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.01, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property properly or cash upon the surrender of any Security Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 12.3(a) 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Holder to determine the Conversion Rate Price or whether any facts exist which that may require any adjustment (including any increase) of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company Parent to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Parent contained in this Article XII10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 10.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 10.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company Co-Issuers shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 10.02(a) with respect to the termination of conversion rights has occurred until Parent has delivered to the Trustee and the Conversion Agent the notices referred to in Section 10.02(b), on which notices the Trustee and the Conversion Agent may conclusively rely, and Parent agrees to deliver such notices to the Trustee and the Conversion Agent promptly if it elects to terminate conversion rights as provided for in Section 10.02(a).

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 6.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 6.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or other property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or other property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIXV. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.7 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 such section relating either to the kind or amount of shares of stock or securities or other property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 15.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 11.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 11.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1, may accept as conclusive conclu sive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 13.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 13.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII11. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 11.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 11.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, upon the Officers’ Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate Price or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, upon the Officers’ Officer's Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or whether the same conforms with the provisions herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII2. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 2.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 2.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1601 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Opinion of Counsel and Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII5. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 5.07 relating either to the kind or amount of shares of stock Capital Stock or securities or property (including cashcash or any combination thereof) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1Article Six of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 6.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities Notes to determine or calculate the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNotes; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII4. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 4.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 4.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.02 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIXVI. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNotes; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIXIII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 13.08 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 13.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.15.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Noteholders to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIIX. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 9.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Notwithstanding any provision of this Indenture to the contrary, the Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Holder to determine the Conversion Rate or whether any facts exist which that may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, securities or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII13. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities 13.06 after any event referred to in such Section 12.3(a) Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Debentureholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 12.3(a) 15.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent ------------------------- conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company Issuer to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company Issuer contained in this Article XIIXI. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 11.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 11.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNotes; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII4. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 4.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 4.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1601 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, conversion price or other adjustment or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 10.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders of Securities upon the conversion of their Securities after any event referred to in such Section 12.3(a) 10.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to before the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate or whether any facts exist which that may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or stock, securities, other property, which assets or cash that may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or securities, other securities property, assets or property cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII17. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 17.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 17.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Noteholder to determine the Conversion Rate or whether any facts exist which that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 15.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 15.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 15.01(b).

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 6.06 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 6.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.111.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities Notes to determine the Conversion Rate or make a determination whether any facts exist which that may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) amount of any shares of Common Stock, or of any securities or property, which that may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provision of Section 7.1 hereof, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property in cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII11. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 11.6 hereof is required to be entered into or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 11.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 11.6 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.17.1 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.01, neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash Common Shares or shares of Common Stock or stock share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 10.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Securityholders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities Notes to determine the Conversion Rate Rate, Market Price Threshold, Stock Price Threshold, Stock Price Cap or Additional Premium Table or whether any facts exist which may require any adjustment of the Conversion Rate, Market Price Threshold, Stock Price Threshold, Stock Price Cap and Additional Premium Table or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or whether the same conforms with the provisions herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII3. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 3.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 3.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1601 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Opinion of Counsel and Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any ------------------------- time be under any duty or of responsibility to the Company or any holder holders of Securities Convertible Subordinated Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityConvertible Subordinated Note; and the Trustee and any other Conversion Agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 7.1, the Trustee nor any Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Convertible Subordinated Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII12. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 12.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders holders of Convertible Subordinated Notes upon the conversion of their Securities Convertible Subordinated Notes after any event referred to in such Section 12.3(a) 12.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent ------------------------- conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate Price or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIFifteen. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.6 or Section 15.7 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 15.6 or Section 15.7 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities to determine the Conversion Rate Price or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 13.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or of responsibility to the Company or any holder holders of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make makes no representations with respect thereto. Neither Subject to the provisions of Section 7.01, the Trustee nor any Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under not have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 12.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders holders of Notes upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 12.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.17.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate and Opinion of Counsel (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Debentures to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 12.3(a) 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1 hereof, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or Cash upon the surrender of any Security note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.6 hereof relating either to the kind or amount of shares of stock or securities or property (including cashCash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.1 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Holder to determine the Conversion Rate or whether any facts exist which that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII10. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 10.05 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 10.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 10.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 10.01.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, method(s) employed (or herein or in any supplemental indenture provided to be employed, ) in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII5. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant following any event referred to in Section 12.3 5.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 6.07 relating either to the kind or amount of shares of stock or securities or property (including cashcash or any combination thereof) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.110.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder Holder of Securities Notes to determine the Conversion Rate or whether any facts exist exist, which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Class A Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Class A Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIISeventeen. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 1705 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 1705 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.1601, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, upon the Officers’ Officer’s Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Debentures to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII16. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 16.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 12.3(a) 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Debentures to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 12.3(a) 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent ------------------------- conversion agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Debentures to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion RatePrice, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent conversion agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.6 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 12.3(a) 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ ' Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Notwithstanding any provision of this Indenture to the contrary, the Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Noteholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, securities or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIArticle. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities 13.06 after any event referred to in such Section 12.3(a) 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.16.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Securityholder to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecuritySecurities; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII6. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 6.07 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Securities after any event referred to in such Section 12.3(a) 6.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.19.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to determine the Company or any holder of Securities to determine Conversion Price, calculate the Conversion Rate or determine whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same and, subject to Sections 11.1 and 11.2 hereof and the provisions of this Article IX, shall be protected in relying upon an Officers’ Certificate with respect to the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security; Notes and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Notes for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIIherein. Without limiting the generality of the foregoing, neither Neither the Trustee nor any the Conversion Agent shall be under responsible for determining whether any responsibility to determine event has occurred that makes the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 relating either Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon Trustee and the conversion of their Securities after any event referred to in such Section 12.3(a) or to any adjustment to be made Conversion Agent written notice with respect thereto, but, subject to the provisions commencement or termination of Section 7.1such conversion rights, on which notices the Trustee and the Conversion Agent may accept as conclusive evidence of conclusively rely, and the correctness Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such provisions, and event or at such other times as shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect theretoprovided for herein.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Notes to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Noteholders upon the conversion of their Securities Notes after any event referred to in such Section 12.3(a) 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.18.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to the Company or any holder of Securities Debentures to determine the Conversion Rate or whether any facts exist which may require any adjustment of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any cash or shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Debenture for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XII15. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 12.3 15.06 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders Debentureholders upon the conversion of their Securities Debentures after any event referred to in such Section 12.3(a) 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 7.17.02, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.