Common use of Responsibility of Trustee Clause in Contracts

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any 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 exchange of any Security; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 4. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 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 upon the exchange of their Securities after any event referred to in such Section 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the 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 the Conversion Agent (if other Exchange Agent than the Trustee) shall not at any time be under any duty or responsibility to any Holder to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 the Conversion Agent (if other Exchange Agent than the Trustee) 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) make no representations with respect thereto. Neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 9.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.02 of the Base Indenture, 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 Officers’ Certificate (which the Issuer 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 (if other than the Trustee) shall be responsible for determining whether any event contemplated by Section 9.01(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 (if other than the Trustee) the notices referred to in Section 9.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent (if other than the Trustee) may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent (if other than the Trustee) immediately after the occurrence of any such event or at such other times as shall be provided for in Section 9.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent (if other than the Trustee), and the provisions set forth in Section 7.01(a), (b) and (c) of the Base Indenture relating to the Trustee shall apply to the Conversion Agent (if other than the Trustee).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange 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 exchange conversion of any SecuritySecurities; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Securities for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 410. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.07 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 of Securities upon the exchange conversion of their Securities after any event referred to in such Section 4.03 10.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate and Opinion of Counsel (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockShares, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange conversion of any Security; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.01, neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.06 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 Securityholders upon the exchange conversion of their Securities after any event referred to in such Section 4.03 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate or Exchange Price or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of OI Inc. Common Stock, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer OI Inc. to issue, transfer or deliver any shares of OI Inc. Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer OI Inc. contained in this Article 4XI. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 11.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange of their Securities Notes after any event referred to in such Section 4.03 11.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)9.02, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any Security; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a Supplemental Indenture need be entered into or to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 4.06 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 upon the exchange conversion of their Securities after any event referred to in such Section 4.03 4.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)8.03 hereof, 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 Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including its capacity as Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 413. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 13.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Noteholders upon the exchange of their Securities Notes after any event referred to in such Section 4.03 13.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.12, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee shall not at any time be under any duty or responsibility to determine the accuracy of the method employed in calculating the Trading Price or whether any facts exist which may require any adjustment of the Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Exchange Rate or Exchange Price Conversion Rate, or whether any facts exist which may require any adjustment of the Exchange 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, employed in making the same. The Trustee and any other Exchange 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 exchange conversion of any Security; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 49. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 9.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 9.04 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 upon the exchange conversion of their Securities after any event referred to in such Section 4.03 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)601 of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 Exchange Agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 413. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 13.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Noteholders upon the exchange of their Securities Notes after any event referred to in such Section 4.03 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.12, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the accuracy of the method employed in calculating the Trading Price or whether any facts exist which may require any adjustment of the Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockADSs, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer Company to issueissue (or cause to be issued), transfer or deliver (or cause to be delivered) any Common Stock ADSs or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer Company or Avadel contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 relating either to the kind or amount of shares of capital stock ADSs or other Ordinary Shares or securities or other assets or property (including cash) receivable by Holders upon the exchange of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, 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 Officers’ Certificate (which the Issuer 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 Exchange Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Agent ------------------------- conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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. The Trustee and any other Exchange 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 exchange conversion of any SecurityNote; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer 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 Security note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.6 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 such section 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine determine, or verify the Exchange Company’s determination of, the Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 ‎Section 14.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 ‎Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)‎Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officer’s Certificate (which the Issuer Company shall be obligated to file with furnish to 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 14.01(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 14.01(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 14.01(b). The parties hereto agree that all notices to the Trustee or the Conversion Agent under this ‎Article 14 shall be in writing or as otherwise provided herein. Neither the Trustee nor any agent acting under this Indenture (other than the Company, if acting in such capacity) shall have any obligation to make any calculation or determine whether Notes may be surrendered for conversion pursuant to this Indenture, or to notify the Company or the Depositary or any Holders of the Notes that the Notes have become convertible pursuant to the terms of this Indenture.

Responsibility of Trustee. The Trustee (including in its capacity as Conversion Agent) and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 (including in its capacity as Conversion Agent) and any other Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 13.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 13.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, 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 Officers’ Certificate (which the Issuer 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 13.01(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 13.01(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 13.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder holder of Debentures to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange 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 exchange conversion of any SecurityDebenture; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Debenture for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 416. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 4.03 16.06 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 Debentureholders upon the exchange conversion of their Securities Debentures after any event referred to in such Section 4.03 16.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s 's Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Neither the Trustee nor any other Conversion Agent shall have any duty or responsibility whatsoever to determine whether the Company has a Conversion Obligation or compliance with the conversion procedures, or to make or confirm any calculations with respect to the settlement provisions, of Sections 14.02 through 14.07. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.02 of the Base Indenture, 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 Issuer 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 14.01(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 14.01(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 14.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Section 7.01 of the Base Indenture relating to the Trustee shall apply to the Conversion Agent.

Responsibility of Trustee. (a) The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Debentures to determine the Exchange Rate or Exchange Conversion Ratio, the Conversion Price or whether any facts exist which may require any adjustment of the Exchange RateConversion Price or the Conversion Ratio, 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 Exchange 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 exchange conversion of any SecurityDebenture; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver cash and, if applicable, any 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 exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 7.06 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 upon the exchange conversion of their Securities Debentures after any event referred to in such Section 4.03 7.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01 of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 the Conversion Agent (if other Exchange Agent than the Trustee) shall not at any time be under any duty or responsibility to any Holder to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 the Conversion Agent (if other Exchange Agent than the Trustee) 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) make no representations with respect thereto. Neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 9.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)5.3 of the Base Indenture, 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 Officers’ Certificate (which the Issuer 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 (if other than the Trustee) shall be responsible for determining whether any event contemplated by Section 9.01(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 (if other than the Trustee) the notices referred to in Section 9.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent (if other than the Trustee) may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent (if other than the Trustee) immediately after the occurrence of any such event or at such other times as shall be provided for in Section 9.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent (if other than the Trustee), and the provisions set forth in Section 5.1(1), (2) and (3) of the Base Indenture relating to the Trustee shall apply to the Conversion Agent (if other than the Trustee).

Responsibility of Trustee. The Trustee Trustee, the Conversion Agent, the Paying Agent and any other Exchange Conversion Agent other than Citibank, N.A. shall not at any time be under any duty or responsibility to any Holder to perform calculations or to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange None of the Trustee, the Paying Agent nor the Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockADSs, or of any capital stock, other securities or other assets or property, which that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee Trustee, the Paying Agent and any other Exchange the Conversion Agent make no representations with respect theretothereto in this Indenture. Neither None of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any Common Stock ADSs, or stock the Class A Ordinary Shares represented thereby, or share certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Indenture. Without limiting the generality of the foregoing, neither none of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 relating either to the kind or amount of shares of capital stock ADSs or other securities or other assets or property (including cash) receivable by Holders upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) and Opinion of Counsel with respect thereto. None of the Trustee, the Paying Agent nor any Conversion Agent has any duty to determine how or when any adjustment described in Section 14.04 should be made. None of the Trustee, the Paying Agent nor any Conversion Agent shall be responsible for the failure of the Company to comply with this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 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 upon the exchange of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officer’s Certificate (which the Issuer Company shall be obligated to file with deliver to the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee and the Exchange Agent may conclusively rely upon any notice with respect to the commencement or termination of such exchange rights.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder holder to determine either calculate the Exchange Conversion Rate or Exchange Price or determine whether any facts exist which may require any adjustment of the Exchange 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 shall be protected in relying upon an Officers' Certificate with respect to the same. The Trustee and any other Exchange 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 exchange conversion of any Security; Convertible Subordinated Notes and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Convertible Subordinated Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Section. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 12.11 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 holders upon the exchange conversion of their Securities Convertible Subordinated Notes after any event referred to in such Section 4.03 12.11 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be fully protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 any Conversion Agent (if other than the Trustee) shall be responsible for determining whether any event specified or contemplated by Section 12.01 that makes the Convertible Subordinated Notes eligible for conversion has occurred, and neither shall be charged with knowledge of any such event, unless and until a Trust Officer of the Trustee or such Conversion Agent shall have received the notice specified in Section 12.01. The Trustee and any such Conversion Agent may conclusively rely on such notice and shall be fully protected in so relying.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate or Exchange Price or make a determination whether any facts exist which that may require any adjustment of the Exchange 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. The Trustee and any other Exchange 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 that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.1 hereof, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 411. Without limiting -45- 53 the generality of the foregoing, neither the Trustee nor any Exchange 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 4.03 11.6 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 11.6 hereof or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.1 hereof, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine either calculate the Exchange Conversion Rate or Exchange Price or determine whether any facts exist which may require any adjustment of the Exchange 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 shall be protected in relying upon an Officers' Certificate with respect to the same. The Trustee and any other Exchange 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 exchange conversion of any Security; Notes and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Article VI, neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Section. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture Indenture entered into pursuant to Section 4.03 Article VIII 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 9.12 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)Article VI, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Noteholder to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange 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 stockCapital Stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange conversion of any SecurityNotes; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 49. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 9.06 relating either to the kind or amount of shares of capital stock Capital Stock or other securities or other assets or property (including cash) receivable by Holders of Notes upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 9.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)8.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Notwithstanding any other provision herein, the Trustee has no duty to determine when an adjustment under Article 9 should be made, how it should be made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under Section 10.06 need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Notes. The Trustee shall not be responsible for the Company’s failure to comply with Article 9. Each Conversion Agent (other than Company or an Affiliate of the Company) shall have the same protection under Section 9.08 as the Trustee. Neither the Trustee nor the Conversion Agent shall have any duty to verify the calculations of the Company or its agents and shall have no liability in connection therewith. Neither the Conversion Agent nor the Trustee shall have any responsibility to monitor the compliance of the Company with the provisions relating to conversion herein.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any 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 exchange of any Security; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 4. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 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 upon the exchange of their Securities after any event referred to in such Section 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee shall not at any time be under any duty or responsibility to any holder of Securities to determine the accuracy of the method employed in calculating the Trading Price or whether any facts exist which may require any adjustment of the Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Neither the Trustee nor any other Conversion Agent shall have any duty or responsibility whatsoever to determine whether the Company has a Conversion Obligation or compliance with the conversion procedures, or to make or confirm any calculations with respect to the settlement provisions of Sections 14.02 through 14.08. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.08 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.02 of the Base Indenture, 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 Issuer 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 this Article 14 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 this Article 14 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 this Article 14. The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Section 7.01 of the Base Indenture relating to the Trustee shall apply to the Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder holder of Debentures to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange of any SecurityDebenture; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Debenture for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 413. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 13.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Debentureholders upon the exchange of their Securities Debentures after any event referred to in such Section 4.03 13.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee shall not at any time be under any duty or responsibility to any holder of Debentures to determine the accuracy of the method employed in calculating the Trading Price or whether any facts exist which may require any adjustment of the Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 417. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 17.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 17.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officer’s Officers’ Certificate (which the Issuer Company shall be obligated to file with the Trustee and the Conversion Agent (if other than the Trustee) prior to the execution of any such supplemental indenture in addition to any other deliverables required hereunder in connection with the execution of such supplemental indenture) with respect thereto.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Exchange Rate or Exchange Price Conversion Rate, or whether any facts exist which may require any adjustment of the Exchange 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, employed in making the same. The Trustee and any other Exchange 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 exchange conversion of any Security; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Ten. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 8.03 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 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 upon the exchange conversion of their Securities after any event referred to in such Section 4.03 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)5.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be fully protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate Rate, Interest Make-Whole Payment or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any 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 exchange of any Security; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 4. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 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 upon the exchange of their Securities after any event referred to in such Section 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee shall not at any time be under any duty or responsibility to any holder of Securities to determine the accuracy of the method employed in calculating the Trading Price or whether any facts exist which may require any adjustment of the Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of the Exchangeable Notes to determine the Exchange Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityExchangeable Note; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer or Hovnanian to issue, transfer or deliver any shares of Class A Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Exchangeable Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer or Hovnanian contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 8.07 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 of the Exchangeable Notes upon the exchange of their Securities Exchangeable Notes after any event referred to in such Section 4.03 8.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), but 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 Officers’ Certificate (which the 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 Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate or Exchange Price or whether any facts exist which that may require any adjustment of the Exchange 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. The Trustee and any other Exchange 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 that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.01, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 411. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 11.06 hereof need to be entered into or the correctness of any provisions contained con tained in any supplemental indenture entered into pursuant to Section 4.03 11.06 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 11.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Noteholder to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 15.03(d) or Section 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 15.03(d) or Section 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)8.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 Exchange each Note Agent shall will not at any time be under any duty or responsibility to the Company, any Holder Holder, or any other Person to determine any Settlement Amount, to calculate the Exchange Trading Price, the Sale Price, the Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange Conversion Rate, or determine whether the Notes are convertible, 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 Exchange Note Agent shall will not be accountable with respect to the validity validity, sufficiency, or value (or the kind or amount) of any shares of Common Stock, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Note Agent shall will be responsible for any act or omission of the Company, or any failure of the Issuer Company or its agent 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 45. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Note Agent shall will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 8.01 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 8.01 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), 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 Issuer shall Company will be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor any Note Agent will be responsible for determining whether any event 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 this Article 5 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and any Note Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and each Note Agent promptly after the occurrence of any such event or at such other times as will be provided for in this Supplemental Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockOrdinary Shares, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any Common Stock Ordinary Shares or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 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 upon the exchange of their Securities Notes after any event referred to in such Section 4.03 8.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)6.3 of the Base Indenture, 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 Issuer 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 Exchange Agent shall be responsible for determining whether any event contemplated by Section 9.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 9.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent as soon as reasonably practicable after the occurrence of any such event or at such other times as shall be provided for in Section 9.01(b).

Responsibility of Trustee. The Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) shall not at any time be under any duty or responsibility to any Holder to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 the Conversion Agent (if other Exchange Agent than the Trustee) 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any the Conversion Agent (if other Exchange Agent than the Trustee) make no representations with respect thereto. Neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange the Conversion Agent (if other than the Trustee) shall be under any responsibility to determine the correctness of any provisions 52 contained in any supplemental indenture entered into pursuant to Section 4.03 9.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.02 of the Base Indenture, 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 Officers’ Certificate (which the Issuer 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 (if other than the Trustee) shall be responsible for determining whether any event contemplated by Section 9.01(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 (if other than the Trustee) the notices referred to in Section 9.01(b) with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent (if other than the Trustee) may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent (if other than the Trustee) immediately after the occurrence of any such event or at such other times as shall be provided for in Section 9.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent (if other than the Trustee), and the provisions set forth in Section 7.01(a), (b) and (c) of the Base Indenture relating to the Trustee shall apply to the Conversion Agent (if other than the Trustee).

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 shall be protected in relying upon an Officers’ Certificate with respect to the same. The Trustee and any other Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Stock, or of any capital stock, other securities or other assets or property, which cash that may at any time be issued or delivered paid upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 4. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any Officers’ Certificate which the Company is obligated to file with the Trustee pursuant to Article 4 or any supplemental indenture entered into pursuant to Section 4.03 4.09 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 upon which the exchange Conversion Obligation of their Securities a Holder’s Notes may be based after any event referred to in such Section 4.03 4.09 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)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 Officers’ Certificate (which the Issuer 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 any 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 stock or share certificates or other securities or property upon the surrender of any Note for the purpose of conversion of any Note; and neither the Trustee nor any Agent shall be responsible or liable for any failure of the Company to comply with any of the covenants of the Company contained in this Article 4. Neither the Trustee nor any Agent shall at any time be under any duty or responsibility to any Holder of Notes to either calculate the Conversion Price or make any other calculation pursuant to this Article 4.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any 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 exchange of any Security; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 4. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 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 upon the exchange of their Securities after any event referred to in such Section 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee shall not at any time be under any duty or responsibility to any holder of Securities to determine the accuracy of the method employed in calculating the Trading Price or whether any facts exist which may require any adjustment of the Trading Price.

Responsibility of Trustee. The Trustee Trustee, the Conversion Agent, the Paying Agent and any other Exchange Conversion Agent other than Citibank, N.A. shall not at any time be under any duty or responsibility to any Holder to perform calculations or to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange None of the Trustee, the Paying Agent nor the Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockADSs, or of any capital stock, other securities or other assets or property, which that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee Trustee, the Paying Agent and any other Exchange the Conversion Agent make no representations with respect theretothereto in this Indenture. Neither None of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any ADSs, or the Class A Common Stock Shares represented thereby, or stock share certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Indenture. Without limiting the generality of the foregoing, neither none of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 relating either to the kind or amount of shares of capital stock ADSs or other securities or other assets or property (including cash) receivable by Holders upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) and Opinion of Counsel with respect thereto. None of the Trustee, the Paying Agent nor any Conversion Agent has any duty to determine how or when any adjustment described in Section 14.04 should be made. None of the Trustee, the Paying Agent nor any Conversion Agent shall be responsible for the failure of the Company to comply with this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Subordinated Notes to determine the Exchange Rate or Exchange Conversion Price or whether any facts exist which that may require any adjustment of the Exchange 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. The Trustee and any other Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Alderwoods 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 exchange conversion of any SecuritySubordinated Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer Alderwoods to issue, transfer or deliver any shares of 70 Alderwoods Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Subordinated Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Alderwoods contained in this Article 414. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 4.03 14.06 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 upon the exchange conversion of their Securities Subordinated Notes after any event referred to in such Section 4.03 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer Alderwoods 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine either calculate the Exchange Conversion Rate or Exchange Price or determine whether any facts exist which may require any adjustment of the Exchange 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 shall be protected in relying upon an Officers’ Certificate with respect to the same. The Trustee and any other Exchange 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 exchange conversion of any Security; 2024 Notes and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Article Six of the Original Indenture, neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security 2024 Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 4Section 6.14. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 Article VI hereof 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 upon the exchange conversion of their Securities 2024 Notes after any event referred to in such Section 4.03 6.12 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)Article Six of the Original Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 410. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 410. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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. Neither the Trustee nor any other Bid Solicitation Agent shall be responsible for obtaining secondary market bid quotations, or determining the Trading Price, unless the Company shall have selected three independent nationally recognized securities dealers from which the Trustee or such other Bid Solicitation Agent shall obtain such bids, and shall have given the Trustee or such other Bid Solicitation Agent a notice identifying such securities dealers.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Noteholder to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)8.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Subordinated Notes to determine the Exchange Rate or Exchange Conversion Price or whether any facts exist which that may require any adjustment of the Exchange 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. The Trustee and any other Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Alderwoods 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 exchange conversion of any SecuritySubordinated Note; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer Alderwoods to issue, transfer or deliver any shares of Alderwoods Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Subordinated Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Alderwoods contained in this Article 414. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 4.03 14.06 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 upon the exchange conversion of their Securities Subordinated Notes after any event referred to in such Section 4.03 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer Alderwoods 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Base Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange Base 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 410. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 10.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)11.02 and Section 11.08 of the Base Indenture, 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 Issuer 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(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 10.01(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 10.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange Rate, or Conversion Rate and shall be protected in relying upon an Officers' Certificate 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 Exchange 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 exchange conversion of any Security; 2004 Senior Convertible Notes and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security 2004 Senior Convertible Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Section 1.10. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 1.10(h)(iv) relating either to the kind or amount of shares of capital stock or other securities or other property or assets or property (including cash) receivable by Holders upon the exchange conversion of their Securities Senior Convertible Notes after any event referred to in such Section 4.03 1.10(h)(iv) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)Article Six of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 the paragraph 7 of the reverse of the 2004 Senior Convertible Notes has occurred which makes the 2004 Senior Convertible Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent an Officers' Certificate stating that such event has occurred, on which Certificate the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such Officers' Certificate to the Trustee and the Conversion Agent immediately after the occurrence of any such event. In no event shall the Trustee or the Conversion Agent be liable for any indirect, special, punitive or consequential loss or damage of any kind whatsoever, including, but not limited to, lost profits, even if the Trustee or the Conversion Agent have been advised of the likelihood of such loss or damage and regardless of the form of action. In no event shall the Trustee or the Conversion Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any laws, ordinances, regulations, governmental action or the like which delay, restrict or prohibit the providing of the services contemplated by this Indenture.

Responsibility of Trustee. (a) The Trustee shall exercise reasonable care in performing its duties and any other Exchange Agent obligations under this Agreement. (b) The Trustee shall not at be required to defend any time suit or other action against the Trust Fund unless it holds assets in the Trust Fund sufficient for, or has been indemnified to its satisfaction for, its reasonable counsel fees, costs, disbursements and all other reasonable associated expenses and liabilities to which it may, in its judgment, be under subjected on account of that suit or other action. The Trustee may seek reimbursement for such expenses from the Company as described in Section 13(a) or may apply any duty or responsibility to any Holder to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment asset of the Exchange RateTrust Fund to meet those expenses and liabilities. (c) The Trustee has the right, but not the obligation, to consult with counsel of its own choosing, who also may be counsel for the Trustee or the Company, and to act or decline to act in accordance with such counsel’s advice. The Trustee may also act or decline to act in accordance with the opinion or determination of the Company’s auditor with respect to matters within the nature authority of the auditor. To the extent permitted by law, the Trustee shall have no Liability in any respect for any action taken, suffered or extent or calculation omitted in good faith by the Trustee either in accordance with the advice of any such adjustment when madecounsel chosen by the Trustee, or in accordance with respect any opinion of counsel to the method employedCompany addressed and delivered to the Trustee, or herein in accordance with the opinion or in any supplemental indenture provided to be employed, in making determination of the sameCompany’s auditor. (d) The Trustee may use third party delivery services and any other Exchange Agent shall not be accountable with respect providers of information regarding matters such as pricing, proxy voting, Corporate Actions and class action litigation and use local agents to the validity or value (or the kind or amount) provide extraordinary services such as attendance at annual meetings of any Common Stock, or issuers of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange of any Security; and ). Provided that the Trustee satisfies the applicable standard of care under Section 11(a) of this Agreement in the selection and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall retention of such third party providers and local agents, it will not be responsible for any failure of errors or omissions made by them in providing the Issuer to issuerelevant information or services. (e) The Trustee may hire agents, transfer or deliver any Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of exchange or to comply with any of the dutiesaccountants, responsibilities or covenants of the Issuer contained in this Article 4. Without limiting the generality of the foregoingactuaries, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 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 upon the exchange of their Securities after any event referred to in such Section 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.investment advisors,

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 samesame and the Conversion Agent shall have the same rights, privileges, protections and indemnities as afforded the Trustee under the Indenture. The Trustee and any other Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 9.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.02 of the Base Indenture, 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 Officers’ Certificate (which the Issuer 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 9.01(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 9.01(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 9.01(b).

Responsibility of Trustee. The All adjustments made under this Article 14 shall be made by the Company. Neither the Trustee and any other Exchange nor the Conversion Agent shall not at any time be under have any duty or responsibility to the Company, to the Bid Solicitation Agent, or to any Holder to determine the Exchange Conversion Rate (or Exchange Price or whether any facts exist which may require any adjustment of thereto), to determine when a Conversion Rate adjustment should be made (including any increase), or how it should be made or what it should be or to determine when the Exchange RateNotes are convertible, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, in this Indenture or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and Conversion Agent may accept as conclusive evidence of the correctness of any other Exchange such adjustment, and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to Section 14.04(k) hereof. Neither the Trustee nor the Conversion Agent shall not be accountable with respect for, or makes any representation as to the validity or value (or the kind or amount) of of, any Common StockShares, or of any capital stocksecurities, other securities or other assets or property, which may at any time be cash or assets issued or delivered upon conversion of the exchange of any Security; and Notes. Neither the Trustee and any other Exchange nor the Conversion Agent make no representations shall be responsible for the Company’s failure to comply with respect theretosuch requirements. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 ‎Section 14.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 ‎Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)‎Section 7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officer’s Certificate (which the Issuer 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 14.01(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 14.01(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 14.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 413. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 13.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Noteholders upon the exchange of their Securities Notes after any event referred to in such Section 4.03 13.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.12, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The Trustee shall not at any time be under any duty or responsibility to any holder of Notes to determine the accuracy of the method employed in calculating the Trading Price or whether any facts exist which may require any adjustment of the Trading Price.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange 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 exchange conversion of any Security; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 410. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a supplemental indenture need be entered into or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.01(d) or 10.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders upon the exchange conversion of their Securities after any event referred to in such Section 4.03 10.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, upon the Officer’s Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 9.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.02 of the Base Indenture, 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 Officers’ Certificate (which the Issuer 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 9.01(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 9.01(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 9.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Trustee in its role as Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate or Exchange Conversion Price or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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. The Trustee and any other Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Parent 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Parent contained in this Article 410. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 10.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 Company hereby appoints the Trustee as the initial Conversion Agent, which appointment the Trustee accepts and agrees to perform in accordance with the terms of this Indenture. The Trustee, in its capacity as initial Conversion Agent, and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Noteholder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Conversion Agent (the “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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 5.06 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 5.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.02 of the Base Indenture, 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 Officers’ Certificate (which the Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including its capacity as Conversion Agent.

Responsibility of Trustee. The Trustee Trustee, the Conversion Agent, the Paying Agent and any other Exchange Conversion Agent other than Citibank, N.A., London Branch shall not at any time be under any duty or responsibility to any Holder to perform calculations or to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange None of the Trustee, the Paying Agent nor the Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockADSs, or of any capital stock, other securities or other assets or property, which that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee Trustee, the Paying Agent and any other Exchange the Conversion Agent make no representations with respect theretothereto in this Indenture. Neither None of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any Common Stock ADSs, or stock the Class A Ordinary Shares represented thereby, or share certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Indenture. Without limiting the generality of the foregoing, neither none of the Trustee Trustee, the Paying Agent nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 relating either to the kind or amount of shares of capital stock ADSs or other securities or other assets or property (including cash) receivable by Holders upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) and Opinion of Counsel with respect thereto. None of the Trustee, the Paying Agent nor any Conversion Agent has any duty to determine how or when any adjustment described in Section 14.04 should be made. None of the Trustee, the Paying Agent nor any Conversion Agent shall be responsible for the failure of the Company to comply with this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Noteholder to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange 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 stockCapital Stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange conversion of any SecurityNotes; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Notes for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 49. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 9.06 relating either to the kind or amount of shares of capital stock Capital Stock or other securities or other assets or property (including cash) receivable by Holders of Notes upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 9.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Notwithstanding any other provision herein, the Trustee has no duty to determine when an adjustment under this Article 9 should be made, how it should be made or what it should be. The Trustee has no duty to determine whether a supplemental indenture under Section 9.06 need be entered into or whether any provisions of any supplemental indenture are correct. The Trustee shall not be accountable for and makes no representation as to the validity or value of any securities or assets issued upon conversion of Notes. The Trustee shall not be responsible for the Company’s failure to comply with this Article 9. Each Conversion Agent (other than Company or an Affiliate of the Company) shall have the same protection under this Section 9.08 as the Trustee. Neither the Trustee nor the Conversion Agent shall have any duty to verify the calculations of the Company or its agents and shall have no liability in connection therewith. Neither the Conversion Agent nor the Trustee shall have any responsibility to monitor the compliance of the Company with the provisions relating to conversion herein.

Responsibility of Trustee. The Company hereby appoints the Trustee as the initial Conversion Agent, which appointment the Trustee accepts and agrees to perform in accordance with the terms of this Indenture. The Trustee, in its capacity as initial Conversion Agent, and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Noteholder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 13.06 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders Noteholders upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 13.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), but 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 Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including its capacity as Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate or Exchange Price or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer Company or Guarantor 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 Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 411. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 11.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders of the Notes upon the exchange of their Securities Notes after any event referred to in such Section 4.03 11.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)9.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 Exchange Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 9.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)9.02 of the Base Indenture, 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 Officers’ Certificate (which the Issuer 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 9.01(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 9.01(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 9.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Section 9.01(a), (b) and (c) of the Base Indenture relating to the Trustee shall apply to the Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate or Exchange Conversion Price or whether any facts exist which may require any adjustment of the Exchange 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. The Trustee and any other Exchange Agent conversion agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common StockStock of the Parent Company, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer or the Parent Company to issue, transfer or deliver any shares of Common Stock of the Parent Company or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer or the Parent Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 4.03 4.06 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 4.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)6.01 of the Subordinated Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer and the Parent 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 in the Indenture or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 8.08 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 8.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)Article SIX of the Base Indenture, 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 Officers’ Certificate (which the Issuer 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 8.01(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 in respect thereof 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. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any 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 exchange conversion of any SecuritySecurities; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any shares of Common Stock or stock share certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of exchange conversion, or upon any automatic conversion in the event of a Mandatory Conversion, or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 46. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 6.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders upon the exchange conversion of their Securities after any event referred to in such Section 4.03 6.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)12.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Exchange Applicable Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange Applicable 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 Exchange 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 exchange conversion of any Security; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 410. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.06 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 upon the exchange conversion of their Securities after any event referred to in such Section 4.03 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, upon the Officer’s Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Noteholder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockShares, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 415. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 15.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)8.01, 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 Officers’ Certificate (which the Issuer 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 Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate Price (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer and Holdings 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 Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer and Holdings contained in this Article 4herein. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 ‎Section 14.07 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 upon the exchange of their Securities Notes after any event referred to in such Section 4.03 ‎Section 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)‎Section 7.01, 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 Officers’ Certificate (which the Issuer 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 Exchange Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Issuer has delivered to the Trustee and the Exchange Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Issuer agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Securityholder to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange 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 exchange conversion of any SecuritySecurities; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Securities for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 45. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under have any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 5.07 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cashcash or any combination thereof) receivable by Holders upon the exchange conversion of their Securities after any event referred to in such Section 4.03 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)8.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer 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 Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of AK Holding to issue or of the Issuer 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 Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.07 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 upon the exchange of their Securities Notes after any event referred to in such Section 4.03 10.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)8.02 of the Base Indenture, 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 Officers’ Certificate (which the Issuer 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 Exchange Agent shall be responsible for determining whether any event contemplated by Section 10.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 10.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 10.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockADSs, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any Common Stock ADSs or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 relating either to the kind or amount of shares of capital stock ADSs or other the Ordinary Shares or securities or other assets or property (including cash) receivable by Holders upon the exchange of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, 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 Issuer 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 Exchange Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b). The parties hereto agree that all notices to the Trustee or the Exchange Agent under this Article 14 shall be in writing.

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange 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 053113\1008\02764\979QGT85.OTH 53 property, which may at any time be issued or delivered upon the exchange conversion of any Security; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.1, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer 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 Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 410. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 4.03 10.6 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 of Securities upon the exchange conversion of their Securities after any event referred to in such Section 4.03 10.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 Exchange each Note Agent shall not at any time be under any duty or responsibility to the Company, any Holder Holder, or any other Person to determine any settlement amount, to calculate the Exchange Trading Price, the sale price, the Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange Conversion Rate, or determine whether the Notes are convertible, 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 Exchange Note Agent shall not be accountable with respect to the validity validity, sufficiency, or value (or the kind or amount) of any shares of Common Stock, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Note Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Note Agent shall be responsible for any act or omission of the Company, or any failure of the Issuer Company or its agent 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 45. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Note Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 8.01 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 8.01 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), but may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officer’s Certificate (which the Issuer 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 any Note Agent shall be responsible for determining whether any event 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 this Article 5 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and any Note Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and each Note Agent immediately after the occurrence of any such event or at such other times as shall be provided for in this Indenture.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any shares of Class A Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Seventeen. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 1706 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 1706 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)603, 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 Officers’ Certificate (which the Issuer 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 1701(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 1701(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 1701(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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. The Trustee and any other Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockShares, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange conversion of any Security; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Section 6.01, neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any Common Stock Shares or stock share certificates or other securities or property or cash upon the surrender of any Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.06 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 Securityholders upon the exchange conversion of their Securities after any event referred to in such Section 4.03 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate Conversion Rate, Market Price Threshold, Stock Price Threshold, Stock Price Cap or Exchange Price Additional Premium Table or whether any facts exist which may require any adjustment of the Exchange 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 Exchange 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 exchange conversion of any SecurityNote; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 43. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 4.03 3.06 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 3.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)601 of the Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Opinion of Counsel and Officers’ Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockShares, or of any capital stock, other securities or other assets or property, which may at any time be issued or delivered upon the exchange conversion of any SecuritySecurities; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any Common Stock Shares or stock certificates or other securities or property or cash upon the surrender of any Security Securities for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4ARTICLE XI. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 11.06 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 upon the exchange conversion of their Securities after any event referred to in such Section 4.03 11.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)Article 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 Officer’s Officers' Certificate (which the Issuer 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 Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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. Without limiting the generality of the foregoing, the Company shall determine Applicable Stock Price, Closing Sale Price, Current Market Price, Fair Market Value, any applicable Conversion Cap and any Mandatory Conversion Date (pursuant to clause "(i)" of the definition thereof) with respect to the Common Stock from time to time, as necessary for purposes of this Indenture, and neither the Trustee nor any conversion agent shall be under any duty to verify the Company's determination of any of the foregoing, or independently to make any such determination. The Trustee and any other Exchange 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 exchange conversion of any SecurityNote; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 414. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 4.03 14.09 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.09 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 Exchange Agent ------------------------- conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Notes to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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. The Trustee and any other Exchange 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 exchange conversion of any SecurityNote; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture need be entered into under Section 15.6 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 such section 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 15.6 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)8.1, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s 's Certificate (which the Issuer 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 Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockOrdinary Shares, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer Parent to issue, transfer or deliver any Common Stock Ordinary Shares or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer Company and the Parent contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 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 upon the exchange of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, 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 Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. None of the Trustee, the Exchange Agent or any of their agents shall be responsible for monitoring or determining whether any Beneficial Ownership Limitations have been met and shall be entitled to rely conclusively on written notice provided by the Company as to such matters and any other matters with respect to the Ordinary Shares.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to (i) perform any calculations or make any determinations under this Article 9 or (ii) determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 9.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.02 of the Base Indenture, 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 Officers’ Certificate (which the Issuer 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 9.01(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 9.01(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 9.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Section 7.01(a), (b) and (c) of the Base Indenture relating to the Trustee shall apply to the Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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, or whether any Additional Shares are deliverable pursuant to Section 14.03. The Trustee and any other Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, 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 Officers’ Certificate (which the Issuer 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 14.01(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 14.01(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 14.01(b).

Responsibility of Trustee. The Trustee and any Conversion Agent (or other Exchange Agent Agent) shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Conversion Agent (or other Exchange Agent 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any Security; and the Trustee and any Conversion Agent (or other Exchange Agent Agent) make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent (or other Agent) shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 4.06 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 upon the exchange conversion of their Securities after any event referred to in such Section 4.03 4.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)8.03 hereof, 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 Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including its capacity as Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Applicable Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange Applicable 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 Exchange 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 exchange conversion of any SecurityConvertible Note; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company or 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 Security Convertible Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company or the Company contained in this Article 47. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 7.06 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 upon the exchange conversion of their Securities Convertible Notes after any event referred to in such Section 4.03 7.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)6.1 of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate and Opinion of Counsel (which the Issuer 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 any other Exchange nor the Conversion Agent shall not at any time be under has any duty or responsibility to any Holder calculate the Conversion Price or to determine the Exchange Rate when an adjustment under this Article X should be made, how it should be made or Exchange Price or whether any facts exist which what such adjustment should be, but may require any adjustment accept as conclusive evidence of the Exchange Rate, or with respect to the nature or extent or calculation correctness of any such adjustment when madeadjustment, or and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Issuer is obligated to file with the method employed, or herein or in Trustee pursuant to Section 10.10 hereof. Neither the Trustee nor the Conversion Agent makes any supplemental indenture provided to be employed, in making the same. The Trustee and any other Exchange Agent shall not be accountable with respect representation as to the validity or value (or the kind or amount) of any Common Stocksecurities or assets issued upon conversion of Notes, or and neither the Trustee nor the Conversion Agent shall be responsible for the failure by the Issuer to comply with any provisions of this Article X. The Trustee shall not be under any responsibility to determine the correctness of any capital stockprovisions contained in any supplemental indenture executed pursuant to Section 10.08, other securities or other assets or propertybut may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officer’s Certificate with respect thereto which may at any time be issued or delivered upon the exchange of any Security; and Issuer is obligated to file with the Trustee and any other Exchange Agent make no representations with respect theretopursuant to Section 10.08 hereof. Neither the Trustee nor any Exchange the Conversion Agent shall be responsible for any failure of the Issuer to make any cash payment or to issue, transfer or deliver any shares of Common Stock or stock or share certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange conversion; and neither the Trustee nor the Conversion Agent shall be responsible or liable for any failure of the Issuer to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 4. X. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange the Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.08 relating either to the kind or amount of shares of capital stock or other securities or other property or assets or property (including cash) receivable by Holders holders upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 10.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the 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 Company hereby appoints the Trustee as the initial Conversion Agent, which appointment the Trustee accepts and agrees to perform in accordance with the terms of this Indenture. The Trustee, in its capacity as initial Conversion Agent, and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Noteholder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Conversion Agent (the “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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 10.06 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 10.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.02, 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 Officers’ Certificate (which the Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. The rights, privileges, protections, immunities and benefits given to the Trustee, including without limitation its right to be compensated, reimbursed, and indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, including its capacity as Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into, or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, 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 Issuer 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 14.01(b) has occurred until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 14.01(b), 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 14.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Agent conversion agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Exchange Rate or Exchange Price or whether any facts exist which that may require any adjustment of the Exchange 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. The Trustee and any other Exchange 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 that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 7.01, neither the Trustee nor any Exchange Agent conversion agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 411. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent conversion agent shall be under any responsibility to determine whether a supplemental indenture under Section 11.06 hereof needs to be entered into or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 11.06 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 exchange conversion of their Securities Notes after any event referred to in such Section 4.03 11.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder or any other Person to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions or calculations contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, 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 Officers’ Certificate (which the Issuer 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 14.01(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 14.01(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 14.01(b).

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Securityholder to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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 Exchange 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 exchange conversion of any SecuritySecurities; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Securities for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 45. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 5.07 relating either to the kind or amount of shares of capital stock Capital Stock or other securities or other assets or property (including cashcash or any combination thereof) receivable by Holders upon the exchange conversion of their Securities after any event referred to in such Section 4.03 5.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)Article 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 Officer’s Officers’ Certificate (which the Issuer 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 Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Neither the Trustee nor any other Conversion Agent shall have any duty or responsibility whatsoever to determine whether the Company has a Conversion Obligation or compliance with the conversion procedures, or to make or confirm any calculations with respect to the settlement provisions of Sections 14.02 through 14.08. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.08 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.08 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.02 of the Base Indenture, 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 Issuer 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 this Article 14 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 this Article 14 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 this Article 14. The rights, benefits and privileges of the Trustee set forth in the Base Indenture (including for the avoidance of doubt, its right to indemnity under Section 7.06 of the Base Indenture) shall be applicable to the Conversion Agent, including, for the avoidance of doubt, the provisions set forth in Sections 7.01 and 7.02 of the Base Indenture relating to the Trustee.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common StockClass A Shares, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any Common Stock Class A Shares or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4XIV. Neither the Trustee nor any other Conversion Agent shall have any duty or responsibility whatsoever to determine whether the Company has a Conversion Obligation or compliance with the conversion procedures, or to make or confirm any calculations with respect to the settlement provisions, of Sections 14.02 through 14.07. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)6.3 of the Base Indenture, 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 Issuer 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 14.01(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 14.01(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 14.01(b). The rights, benefits and privileges of the Trustee set forth in the Base Indenture shall be applicable to the Conversion Agent, and the provisions set forth in Article 6 of the Base Indenture relating to the Trustee shall apply to the Conversion Agent.

Responsibility of Trustee. The Trustee and any other Exchange Agent ------------------------- conversion agent shall not at any time be under any duty or responsibility to any Holder holder of Securities to determine the Exchange Rate or Exchange Price or whether any facts exist which may require any adjustment of the Exchange 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. The Trustee and any other Exchange 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 exchange conversion of any Security; Security and the Trustee and any other Exchange Agent conversion agent make no representations with respect thereto. Neither Subject to the provisions of Section 8.1, neither the Trustee nor any Exchange Agent conversion ----------- agent shall be responsible for any failure of the Issuer 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 Security for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange 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 4.03 15.6 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 Securityholders upon the exchange conversion of their Securities after any event referred to in such Section 4.03 15.6 or to any adjustment to be made with ------------ respect thereto, but, subject to the provisions of Section 8.01(f)8.1, may accept as ----------- conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers' Certificate (which the Issuer 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 Exchange Agent shall will not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall will be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 9.07 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 upon the exchange of their Securities Notes after any event referred to in such Section 4.03 9.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)6.1 of the Base Indenture, 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 Issuer shall Company will be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Exchange Agent will be responsible for determining whether any event contemplated by Section 9.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 9.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as will be provided for in Section 9.01(b). The Exchange Agent (if other than the Company or an Affiliate of the Company) will have the same protection under this Section 9.09 as the Trustee.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 the Conversion Agent shall have no obligation to monitor any party’s compliance with the Investment Agreement, and may conclusively presume that any actions taken by the Company or any Holder (including any beneficial owner) are in compliance with the terms of the Investment Agreement. The Trustee and any other Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.06 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 14.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, may accept (without any independent investigation) as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officer’s Certificate (which the Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. 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 be 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. Section 14.09.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder of the Notes to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 8.07 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 of the Notes upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 8.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)Article VI of the Base Indenture, 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 Issuer 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 8.01(b) has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Issuer has delivered to the Trustee and the Conversion Agent the notices referred to in Section 8.01(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 Issuer agrees to deliver such notices to the Trustee and the Conversion Agent promptly after the occurrence of any such event or at such other times as shall be provided for in Section 8.01(b).

Responsibility of Trustee. The (a) Trustee shall act with the care, skill, prudence and any other Exchange Agent diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall not at any time be under any duty or responsibility incur no liability to any Holder person for any action taken pursuant to determine a direction, request or approval given by the Exchange Rate or Exchange Price or whether any facts exist Company which may require any adjustment is contemplated by, and in conformity with, the terms of the Exchange RatePlans or this Trust and is given in writing by the Company. In the event of a dispute between The Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute. (b) If Trustee undertakes or defends any litigation arising in connection with this Trust, the Company agrees to indemnify Trustee against Trustee's costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses) relating thereto and to be primarily liable for such payments. If the Company does not pay such costs, expenses and liabilities in a reasonably timely manner, Trustee may obtain payment from the Trust. (c) Trustee may consult with legal counsel (who may also be counsel for the Company generally) with respect to the nature any of its duties or extent or calculation of any such adjustment when madeobligations hereunder. (d) Trustee may hire agents, or with respect to the method employedaccountants, or herein or in any supplemental indenture provided to be employedactuaries, in making the same. The Trustee and any other Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any Common Stockinvestment advisors, or of any capital stock, other securities financial consultants or other assets professionals to assist it in performing any of its duties or propertyobligations hereunder. (e) Trustee shall have, which may at any time be issued or delivered upon the exchange of any Security; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein, provided, however, that if an insurance policy is held as an asset of the Issuer Trust, Trustee shall have no power to issue, transfer or deliver any Common Stock or stock certificates or other securities or property or cash upon the surrender of any Security for the purpose of exchange or to comply with any name a beneficiary of the dutiespolicy other than the Trust, responsibilities or covenants of to assign the Issuer contained in this Article 4. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 relating either to the kind or amount of shares of capital stock or other securities or other assets or property policy (including cash) receivable by Holders upon the exchange of their Securities after any event referred to in such Section 4.03 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Certificate (which the Issuer shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.distinct from conversion of

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent ------------------------- shall not at any time be under any duty or responsibility to any Holder of Notes to determine either calculate the Exchange Conversion Rate or Exchange Price or determine whether any facts exist which may require any adjustment of the Exchange 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 shall be protected in relying upon an Officer's Certificate with respect to the same. The Trustee and any other Exchange 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 exchange conversion of any Security; Note and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither Subject to the provisions of Article Five of the Base Indenture, neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer Company to issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or cash Cash upon the surrender of any Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 4Section. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 3.8(f) relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cashCash) receivable by Holders upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 3.8(f) or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)Article Five of the Base Indenture, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s 's Certificate (which the Issuer 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 Exchange Conversion Agent shall will not at any time be under any duty or responsibility to any Holder to determine the Exchange Conversion Rate or Exchange Price or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall will be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 45. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall will be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 5.09 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 upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 5.09 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)10.01, may accept as conclusive evidence of the correctness of any such provisions, and shall will be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer shall Company will be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent will be responsible for determining whether any event contemplated by Section 5.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 5.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as will be provided for in Section 5.01.

Responsibility of Trustee. The Trustee and any other Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other Exchange Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Agent shall be responsible for any failure of the Issuer Company or Guarantor 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 Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer Company or Guarantor contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 relating either to the kind or amount of shares of capital stock securities, property or other securities or other assets or property (including cash) cash receivable by Holders upon the exchange of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, 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 Officers’ Certificate (which the Issuer 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 Exchange Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor until the Company has delivered to the Trustee and the Exchange Agent the notices referred to in Section 14.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent promptly after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b).

Responsibility of Trustee. The Trustee and any other the Exchange Agent shall not at any time be under any duty or responsibility to any Holder to determine the Exchange Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 the Exchange Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any capital stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange of any SecurityNote; and the Trustee and any other the Exchange Agent make no representations with respect thereto. Neither the Trustee nor any the Exchange Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange or to comply with any of the duties, responsibilities or covenants of the Issuer Company or the Parent contained in this Article 4Article. Without limiting the generality of the foregoing, neither the Trustee nor any the Exchange Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 14.07 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 upon the exchange of their Securities Notes after any event referred to in such Section 4.03 14.07 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)7.01, 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 Issuer 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 Exchange Agent shall be responsible for determining whether any event contemplated by Section 14.01(b) has occurred that makes the Notes eligible for exchange or no longer eligible therefor and shall not be deemed to have notice of any such event until the Company has delivered to the Trustee and the Exchange Agent the written notices referred to in Section 14.01(b) with respect to the commencement or termination of such exchange rights, on which notices the Trustee and the Exchange Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Exchange Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 14.01(b). In no event shall the Trustee or the Exchange Agent be charged with knowledge of or have any duty to monitor the Stock Price or the Measurement Period. The parties agree that all notices to the Trustee, the Paying Agent or the Exchange Agent under this Article 14 shall be in writing.

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to the Company or any Holder of Securities to determine the Exchange Rate or Exchange Price Conversion Rate, or whether any facts exist which may require any adjustment of the Exchange 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, employed in making the same. The Trustee and any other Exchange 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 exchange conversion of any Security; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 411. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine whether a supplemental indenture needs to be entered into pursuant to Section 11.04 or the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 11.04 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 upon the exchange conversion of their Securities after any event referred to in such Section 4.03 Reorganization Event or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f)6.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, the Officer’s Officers’ Certificate (which the Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto.thereto 69 Section 11.06. Notice to Holders Prior to Certain Actions. In case: 69 PAGE

Responsibility of Trustee. The Trustee and any other Exchange Conversion Agent shall not at any time be under any duty or responsibility to any Holder Holder, Initial Purchaser or Initial Purchaser Successor to determine the Exchange Conversion Rate (or Exchange Price any adjustment thereto) or whether any facts exist which that may require any adjustment (including any increase) of the Exchange 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 Exchange 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 stocksecurities, other securities property or other assets or property, which cash that may at any time be issued or delivered upon the exchange conversion of any SecurityNote; and the Trustee and any other Exchange Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Exchange Conversion Agent shall be responsible for any failure of the Issuer 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 Security Note for the purpose of exchange conversion or to comply with any of the duties, responsibilities or covenants of the Issuer Company contained in this Article 45. Without limiting the generality of the foregoing, neither the Trustee nor any Exchange Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 4.03 5.05 relating either to the kind or amount of shares of capital stock or other securities or other assets or property (including cash) receivable by Holders upon the exchange conversion of their Securities Notes after any event referred to in such Section 4.03 5.05 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 8.01(f), but 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 Issuer Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. None of the Trustee, the Conversion Agent, an Note Agent or any of their agents shall be responsible for monitoring or determining whether any Ownership Cap has been exceeded or determining whether Excess Shares have been issued, or determining whether any Notes constitute, and the effect of any, Delayed Conversion Notes or whether a Delayed Conversion Period has occurred and shall be entitled to rely conclusively on written notice provided by the Company as to such matters and any other matters with respect to the Common Stock.