Common use of Responsibility of Trustee for Conversion Provisions Clause in Contracts

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, extent or amount 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. Neither the Trustee, subject to the provisions of Section 601, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601, nor any Conversion Agent shall be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 6018.01 of the Indenture, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series Securityholder to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, nature or extent or amount 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. Neither the Trustee, subject to the provisions of Section 6018.01 of the Indenture, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Convertible Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6018.1 of the Indenture, nor any Conversion Agent shall be responsible for any failure of the Company Corporation to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 6018.01 of the Indenture, and any Conversion Agent shall not be responsible for any failure of the Company Corporation to comply with any of the covenants of the Company Corporation contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601, 6.1 and any Conversion ----------- Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, nature or extent or amount 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 intointo or to recalculate or verify the content of any certificate filed with it by the Company pursuant to the terms of this Article Eleven. Neither the Trustee, subject to the provisions of Section 6016.1, nor any Conversion Agent shall be accountable with respect to ----------- the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6016.1, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601------- 6.1, and any Conversion Agent shall not be --- -80- responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601, 6.1 and any Conversion ----------- Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, nature or extent or amount 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 intointo or to recalculate or verify the content of any certificate filed with it by the Company pursuant to the terms of this Article Eleven. Neither the Trustee, subject to the provisions of Section 6016.1, nor any Conversion Agent shall be accountable with ----------- respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6016.1, nor any Conversion Agent shall be responsible for any ----------- failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601------- 6.1, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601, Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to which this Article 9 applies to determine whether any facts exist which that may require any adjustment of the applicable Conversion Rate, or with respect to the nature, nature or extent or amount of any such adjustment when made, or with respect to the method employed, or employed herein or in any supplemental indenture provided to be employed, in making the same, or to monitor, determine or enforce the limitations of common stock set forth in Sections 9.02 or 9.13 hereof, or whether a supplemental indenture need be entered into. Neither the Trustee, subject to the provisions of Section 601, Trustee nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which that may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6015.01, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of 52 Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601, Trustee and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this ArticleArticle 9.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion RatePrice, or with respect to the nature, nature or extent or amount 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 to be entered into. Neither the Trustee, subject to the provisions of Section 601, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockClass A Shares, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer transfer, or deliver any shares of Common Stock Class A Shares or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601, Trustee and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which that may require a supplemental indenture to be executed in accordance with this Article 12 or any adjustment of the applicable Conversion RatePrice, or with respect to the nature, extent nature or amount intent of any such adjustment adjustments 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. Neither the Trustee, subject to the provisions of Section 601, Trustee nor any Conversion Agent shall be accountable with respect to the validity or value (or of the kind or amount) of any shares of Common Stock, or of any other securities or property or cashproperty, which that may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601, Trustee nor any Conversion Agent shall be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601, Trustee and any Conversion Agent shall not be responsible or liable for any failure of the Company to comply with any of the covenants of the Company contained in this Article. The Trustee and the Conversion Agent shall be fully protected in relying upon the Officers’ Certificate furnished to pursuant to Section 12.05 hereof.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601Article Six, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series ____% Debentures to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, nature or extent or amount 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. Neither the Trustee, subject to the provisions of Section 601Article Six, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security% Debenture; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601Article Six, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security % Debenture for the purpose of conversion; and the Trustee, subject to the provisions of Section 601Article Six, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, --------------------------------------------------- subject to the provisions of Section 6017.01 of the Subordinated Indenture, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, nature or extent or amount of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental subordinated indenture provided to be employed, in making the same, or whether a supplemental subordinated indenture need be entered into. Neither the Trustee, subject to the provisions of Section 6017.01 of the Subordinated Indenture, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6017.01 of the Subordinated Indenture, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 6017.01 of the Subordinated Indenture, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601Article Six, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series 4.50% Debentures to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, nature or extent or amount 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. Neither the Trustee, subject to the provisions of Section 601Article Six, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security4.50% Debenture; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601Article Six, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security 4.50% Debenture for the purpose of conversion; and the Trustee, subject to the provisions of Section 601Article Six, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 6015.01 of the Base Indenture, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series Debentures to determine whether any facts exist which may require any adjustment of the applicable Conversion RatePrice, or with respect to the nature, extent nature or amount intent of any such adjustment adjustments 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. Neither the Trustee, subject to the provisions of Section 6015.01 of the Base Indenture, nor any Conversion Agent shall be accountable with respect to the validity or value (or of the kind or amount) of any shares of Common StockADRs or Ordinary Share, or of any other securities or property or cash50 property, which may at any time be issued or delivered upon the conversion of any SecurityDebenture; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6015.01 of the Base Indenture, nor any Conversion Agent shall be responsible for any failure of the Company Issuer to make any cash payment or to issue, transfer or deliver any shares of Common Stock stock or share certificates or other securities or property or cash upon the surrender of any Security Debenture for the purpose of conversion; and the Trustee, subject to the provisions of Section 6015.01 of the Base Indenture, and any Conversion Agent shall not be responsible or liable for any failure of the Company Issuer or the Guarantor to comply with any of the covenants of the Company Issuer or the Guarantor contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to Neither the provisions of Section 601, and Trustee nor any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion RatePrice, or with respect to the nature, nature or extent or amount 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. Neither the Trustee, subject to the provisions of Section 601, Trustee nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, Stock or of any other securities or property or cash, cash which may at any time be issued or delivered upon the conversion of any Security0000 Xxxxxxxxx; and it or they do not make neither the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601, Trustee nor any Conversion Agent shall be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or share stock certificates or other securities or property or cash upon the surrender of any Security 2008 Debenture for the purpose of conversion; and the Trustee, or, subject to the provisions of Section 601, and any Conversion Agent shall not be responsible for any failure 601 of the Company Indenture, to comply with any of the covenants of the Company contained in this Article.Article Four. ARTICLE FIVE REPURCHASE OF 2008 DEBENTURES AT OPTION OF HOLDER UPON A CHANGE IN CONTROL

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 6018.1, and the Registrar and any Paying, Conversion and Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion RatePrice, or with respect to the nature, nature or extent or amount 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. Neither the Trustee, subject to nor the provisions of Section 601Registrar nor the Paying, nor any Conversion Agent and Exchange Agents shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, Preference Share or Ordinary Shares or of any other securities or property or cashproperty, which may at any time be issued or delivered upon the conversion and exchange of any SecurityNote; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601Registrar or any Paying, nor any Conversion and Exchange Agent shall be responsible for any failure of the Company Issuer to make any cash payment or to issue, transfer or deliver any shares of Common Stock stock or share stock certificates or other securities Notes or property or cash upon the surrender of any Security Note for the purpose of conversionconversion and exchange; and the Trustee, subject to the provisions of Section 6018.1, and the Registrar and any Paying, Conversion and Exchange Agent shall not be responsible for any failure of the Company Issuer to comply with any of the covenants of the Company Issuer contained in this ArticleArticle 6.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 6016.1, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, nature or extent or amount 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 intointo or to recalculate or verify the content of any certificate filed with it by the Company pursuant to the terms of this Article XII. Neither the Trustee, subject to the provisions of Section 6016.1, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6016.1, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 6016.1, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 6016.01, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, extent or amount 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, or to recalculate or verify the contents of any certificate or Board Resolution filed with it by the Company pursuant to the terms of this Article 12. Neither the Trustee, subject to the provisions of Section 6016.01, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601, Trustee nor any Conversion Agent shall be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates cer tificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601, Trustee and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601Article Six of the Original Indenture, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series Notes or to the Company to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, nature or extent or amount 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. Neither the Trustee, subject to the provisions of Section 601Article Six of the Original Indenture, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any SecurityNotes; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601Article Six of the Original Indenture, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 601Article Six of the Original Indenture, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this ArticleArticle 5.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 6016.01, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion RatePrice, or with respect to the nature, extent or amount 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, or to recalculate or verify the contents of any certificate or Board Resolution filed with it by IKON pursuant to the terms of this Article 12. Neither the Trustee, subject to the provisions of Section 6016.01, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601, Trustee nor any Conversion Agent shall be responsible for any failure of the Company IKON to make any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601, Trustee and any Conversion Agent shall not be responsible for any failure of the Company IKON to comply with any of the covenants of the Company IKON, contained in this ArticleArticle 12.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601, SECTION 6.1 and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, nature or extent or amount 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 intointo or to recalculate or verify the content of any certificate filed with it by the Company pursuant to the terms of this Article Eleven. Neither the Trustee, subject to the provisions of Section 601SECTION 6.1, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601SECTION 6.1, nor any Conversion Agent shall be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601SECTION 6.1, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 601, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series to determine whether any facts exist which may require any adjustment of the applicable Conversion Rate, or with respect to the nature, extent or amount 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. Neither the Trustee, subject to the provisions of Section 601, nor any Conversion Agent shall be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property or cash, which may at any time be issued or delivered upon the conversion of any Security; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 601, nor any Conversion Agent shall be responsible for any failure of the Company to make any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security for the purpose of conversion; and the Trustee, subject to the provisions of Section 601, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article.. ARTICLE SIXTEEN SUBORDINATION

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 6018.1, and any Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series Notes to determine whether any facts exist which may require any adjustment of the applicable Conversion RatePrice, or with respect to the nature, nature or extent or amount 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. Neither the The Trustee, subject to the provisions of Section 6018.1, nor any 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 other securities or property or cash, which may at any time be issued or delivered upon the conversion of any SecurityNote; and it or they do not make any representation with respect thereto. Neither the The Trustee, subject to the provisions of Section 6018.1, nor any Conversion Agent shall not be responsible for any failure of the Company to make or calculate any cash payment or to issue, transfer or deliver any shares of Common Stock or share certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 6018.1, and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article. Unless and until a Responsible Officer of the Trustee shall have received a notice of an adjustment of the Conversion Price delivered pursuant to Section 15.5, the Trustee shall not be deemed to have knowledge of any such adjustment and may assume without inquiry that the last Conversion Price of which it has knowledge remains in effect.

Responsibility of Trustee for Conversion Provisions. The Trustee, subject to the provisions of Section 6015.1 hereof, and any the Paying and Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities of any series Notes to UK/1309140/10 - 75 - 246135/70-40262323 determine whether any facts exist which may require any adjustment of the applicable Conversion RatePrice, or with respect to the nature, extent nature or amount intent of any such adjustment adjustments 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. Neither the Trustee, subject to the provisions of Section 6015.1 hereof, nor any the Paying and Conversion Agent shall be accountable with respect to the validity or value (or of the kind or amount) of any shares of Common StockShares, or of any other securities or property or cashproperty, which may at any time be issued or delivered upon the conversion of any SecurityNote; and it or they do not make any representation with respect thereto. Neither the Trustee, subject to the provisions of Section 6015.1 hereof, nor any the Paying and Conversion Agent shall be responsible for any failure of the Company Issuer to make any cash payment or to issue, transfer or deliver any shares of Common Stock stock or share certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of conversion; and the Trustee, subject to the provisions of Section 6015.1 hereof, and any the Paying and Conversion Agent shall not be responsible or liable for any failure of the Company Issuer to comply with any of the covenants of the Company Issuer contained in this ArticleArticle 11.