Common use of Responsibility of Trustee and Conversion Agent Clause in Contracts

Responsibility of Trustee and Conversion Agent. The Trustee and Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and 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, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to (a) determine whether a supplemental indenture needs to be entered into or (b) determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to ‎Section 5.09 relating either to the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such ‎Section 5.09 or to any adjustment to be made with respect thereto, but, subject to the provisions of ‎Section 10.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Company will be obligated to deliver to the Trustee and the Conversion Agent prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by ‎Section 5.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in ‎Section 5.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely.

Responsibility of Trustee and Conversion Agent. The Neither the Trustee and nor any Conversion Agent shall not (A) will at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment to (including any increaseincrease in) 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 provided in this Indenture or in any supplemental indenture provided to be employed, in making the same. The Trustee and Conversion Agent shall not ; (B) will be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property Property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and Conversion Agent make no (C) makes any representations with respect thereto. Neither to the Trustee nor any Conversion Agent shall foregoing; or (D) will be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property Property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 5. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall will be under any responsibility to (a) determine whether a supplemental indenture needs to be entered into or (b) determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to ‎Section 5.09 Section 5.08 relating either to the kind or amount of shares of stock or securities or property Property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such ‎Section 5.09 Section 5.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of ‎Section 10.01, but may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall will be protected in conclusively relying upon, the Officer’s Certificate (which the Company will be obligated to deliver to file with the Trustee and the Conversion Agent prior to the execution of any such supplemental indenture in addition to any other deliverables required under this Indenture in connection with the execution of such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by ‎Section 5.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the therefor. The Trustee and the Conversion Agent the notices referred to in ‎Section 5.01 may conclusively rely upon any notice with respect to the commencement or termination of such conversion rights, on which 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 herein. Except as otherwise expressly provided herein, neither the Trustee nor any other agent acting under this Indenture (other than the Company, if acting in such capacity) shall have any obligation to make any calculation or to determine whether the Notes may conclusively relybe surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any of the Holders if the Notes have become convertible pursuant to the terms of this Indenture.

Responsibility of Trustee and Conversion Agent. The Trustee and any Conversion Agent shall will not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of to 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 employed in this Indenture or in any supplemental indenture provided to be employed, in making the same. The Trustee and any Conversion Agent shall will not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, cash or other property or cash that may at any time be issued or delivered upon the conversion of any Note; and neither the Trustee and nor any Conversion Agent make no makes any representations with respect thereto. Neither the Trustee nor any Conversion Agent shall will be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities securities, cash or other property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 5. Neither the Trustee nor any Conversion Agent will be responsible for making any calculations under this Article 5 or for monitoring the sale or trading price of the Common Stock or determining whether a conversion event has occurred or will occur or whether the Notes may be surrendered for conversion nor will the Trustee or the Conversion Agent be required to notify the Depositary or Holders if a conversion event has occurred or will occur or whether the Notes may be surrendered for conversion. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall will be under any responsibility to (a) determine whether a supplemental indenture needs to be entered into or (b) determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to ‎Section 5.09 Section 5.08 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 Notes after any event referred to in such ‎Section 5.09 Reference Property or to any adjustment to be made with respect theretoto any Common Stock Change Event, but, subject to the provisions of ‎Section 10.01, but may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall will be protected in conclusively relying upon, the Officer’s Certificate (which the Company will be obligated to deliver to file with the Trustee and the Conversion Agent prior to before the execution of any such supplemental indenture in addition to any other deliverables required under this Indenture in connection with the execution of such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by ‎Section 5.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in ‎Section 5.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely.

Responsibility of Trustee and Conversion Agent. The Trustee and the Conversion Agent shall will not at any time be under any duty or responsibility to any Holder to determine the Conversion Rate (or any adjustment thereto) or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, pursuant to this Indenture or herein or in any supplemental indenture provided supplement to be employedthis Indenture, in making the same. The Trustee and the Conversion Agent shall (if other than the Trustee) will not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities, property or cash that may at any time be issued or delivered upon the conversion of any Note; and the Trustee and the Conversion Agent make no representations with respect thereto. Neither the Trustee nor any the Conversion Agent shall will be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this ArticleArticle 5. Without limiting the generality of the foregoing, neither the Trustee nor any the Conversion Agent shall will be under any responsibility to (a) determine whether a supplemental indenture needs to be entered into or (b) determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to ‎Section Section 5.09 relating either to (x) the kind or amount of shares of stock or securities or property (including cash) receivable by Holders upon the conversion of their Notes after any event referred to in such ‎Section 5.09 Common Stock Change Event or to (y) any adjustment to be made with respect thereto; provided, buthowever, that, subject to the provisions of ‎Section 10.01Article 10, the Trustee and the Conversion Agent may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall will be protected in relying upon, the Officer’s Certificate (which the Company will be obligated to deliver to file with the Trustee and the Conversion Agent prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall will be responsible for determining whether any event contemplated by ‎Section 5.01 Section 5.01(C) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in ‎Section 5.01 Section 5.01(C) 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 are provided for in Section 5.01(C). Neither the Trustee nor the Conversion Agent will have any obligation to independently determine or verify whether any Fundamental Change, Make-Whole Fundamental Change or other event has occurred or notify the Holders of any such event. Neither the Trustee nor the Conversion Agent will have the responsibility for any act or omission of any Designated Institution.