Common use of Responsibility of Trustee Clause in Contracts

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists which may require any adjustment of the conversion price, or with respect to the nature or extent 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. Neither the Trustee nor any Conversion Agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue or transfer or deliver any Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article XIV.

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists which may require any adjustment of the conversion price, or with respect to the nature or extent 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. Neither the Trustee nor any Conversion Agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue or transfer or deliver any Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article XIV. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent conversion agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists which may require any adjustment of the conversion price, or with respect to the nature or extent 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. Neither the Trustee nor any Conversion Agent conversion agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent conversion agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue or transfer or deliver any Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article XIVXV.

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent conversion agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists facts exist which may require any adjustment of the conversion priceConversion Price applicable to such Securities, or with respect to the nature or extent 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 such supplemental indenture need be entered into. Neither the Trustee nor any Conversion Agent conversion agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent conversion agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company Issuer to issue or transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or for any failure of the Issuer to comply with any of the covenants of the Company Issuer contained in this Article XIVTwelve.

Responsibility of Trustee. Neither the The Trustee nor and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Rate (or any adjustment thereto) or whether any fact exists which facts exist that may require any adjustment (including any increase) of the conversion priceConversion 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. Neither the The Trustee nor and any other Conversion Agent shall not be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunderNote; and neither the Trustee nor and any other Conversion Agent makes any representation make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue or issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIV.this

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent conversion agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists facts exist which may require any adjustment of the conversion priceConversion Price applicable to such Securities, or with respect to the nature or extent 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 such supplemental indenture need be entered into. Neither the Trustee nor any Conversion Agent conversion agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent conversion agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company Issuer to issue or transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or for any failure of the Issuer to comply with any of the covenants of the Company Issuer contained in this Article XIVEleven.

Responsibility of Trustee. Neither the The Trustee nor and any Conversion Agent shall at any time be under any duty have no duty, responsibility or responsibility liability to any Holder of Securities to determine whether any fact exists facts exist which may require any adjustment of the conversion priceConversion Rate, or with respect to the nature or extent 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. Neither the Trustee nor any Conversion Agent shall be accountable with respect to the registrationregistration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any SecurityNote, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue make any cash payment or to issue, transfer or deliver any Common Stock shares of stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security Note for the purpose of conversion or conversion; and the Trustee and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article XIVFifteen.

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists which may require any adjustment of the conversion price, or with respect to the nature or extent 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. Neither the Trustee nor any Conversion Agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue or transfer or deliver any Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article XIVXIII. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent conversion agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists facts exist which may require any adjustment of the conversion priceConversion Price applicable to such Securities, or with respect to the nature or extent 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 such supplemental indenture need be entered into. Neither the Trustee nor any Conversion Agent conversion agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent conversion agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue or transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or for any failure of the Company to comply with any of the covenants of the Company contained in this Article XIVFourteen.

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists which may require any adjustment of the conversion price, or with respect to the nature or extent 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. Neither the Trustee nor any Conversion Agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue or transfer or deliver any Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article XIV.. This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 66

Responsibility of Trustee. Neither the The Trustee nor and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Rate (or any adjustment thereto) or whether any fact exists which facts exist that may require any adjustment (including any increase) of the conversion priceConversion 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. Neither the The Trustee nor and any other Conversion Agent shall not be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunderNote; and neither the Trustee nor and any other Conversion Agent makes any representation make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue or issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion Note or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIVArticle.

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists which may require any adjustment of the conversion price, or with respect to the nature or extent 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. Neither the Trustee nor any Conversion Agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue or transfer or deliver any Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article XIVXV.

Responsibility of Trustee. Neither the The Trustee nor and any Conversion Agent shall at any time be under any duty have no duty, responsibility or responsibility liability to any Holder of Securities to determine whether any fact exists facts exist which may require any adjustment of the conversion priceConversion Rate, or with respect to the nature or extent 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. Neither the Trustee nor any Conversion Agent shall be accountable with respect to the registrationregistration under securities laws, listing, validity or value (or the kind or amount) of any shares of Common Stock, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue make any cash payment or to issue, transfer or deliver any Common Stock shares of stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or conversion; and the Trustee and any Conversion Agent shall not be responsible for any failure of the Company to comply with any of the covenants of the Company contained in this Article XIV10.

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent ------------------------- conversion agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists facts exist which may require any adjustment of the conversion priceConversion Price applicable to such Securities, or with respect to the nature or extent 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 such supplemental indenture need be entered into. Neither the Trustee nor any Conversion Agent conversion agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent conversion agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company Issuer to issue or transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or for any failure of the Issuer to comply with any of the covenants of the Company Issuer contained in this Article XIVTwelve.

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent conversion agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists facts exist which may require any adjustment of the conversion priceConversion Price applicable to such Securities, or with respect to the nature or extent 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. Neither the Trustee nor any Conversion Agent conversion agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent conversion agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company to issue or transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or for any failure of the Company to comply with any of the covenants of the Company contained in this Article XIVFourteen.

Responsibility of Trustee. Neither the Trustee nor any authenticating agent nor any Conversion Agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists facts exist which may require any adjustment of the conversion priceConversion Price, or with respect to the nature or extent 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. Neither the Trustee nor any authenticating agent nor any Conversion Agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common StockShares, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunderSecurities; and neither the Trustee nor any authenticating agent nor any Conversion Agent makes any representation with respect thereto. Neither the Trustee nor any authenticating agent nor any Conversion Agent shall be responsible for any failure of the Company to issue or issue, transfer or deliver any Common Stock Shares or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security Securities for the purpose of conversion or to comply with any of the covenants of the Company contained in this Article XIVArticle.

Responsibility of Trustee. Neither the The Trustee nor and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Securities to determine the Conversion Rate (or any adjustment thereto) or whether any fact exists which facts exist that may require any adjustment (including any increase) of the conversion priceConversion 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. Neither the The Trustee nor and any other Conversion Agent shall not be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities securities, property or property, which cash that may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunderNote; and neither the Trustee nor and any other Conversion Agent makes any representation make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to issue or issue, transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security Note for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article XIV.#92449509v11

Responsibility of Trustee. Neither the Trustee nor any Conversion Agent ------------------------- conversion agent shall at any time be under any duty or responsibility to any Holder of Securities to determine whether any fact exists facts exist which may require any adjustment of the conversion priceConversion Price applicable to such Securities, or with respect to the nature or extent of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided pro- vided to be employed, in making the same, or whether any such supplemental indenture need be entered into. Neither the Trustee nor any Conversion Agent conversion agent shall be accountable with respect to the registration, validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, which may at any time be issued or delivered upon the conversion of any Security, or for monitoring the price of the Common Stock or effecting any calculations hereunder; and neither the Trustee nor any Conversion Agent conversion agent makes any representation with respect thereto. Neither the Trustee nor any Conversion Agent conversion agent shall be responsible for any failure of the Company Issuer to issue or transfer or deliver any shares of Common Stock or stock certificates or other securities or property or to make any cash payment upon the surrender of any Security for the purpose of conversion or for any failure of the Issuer to comply with any of the covenants of the Company Issuer contained in this Article XIVEleven.