Common use of Conversion Arrangement on Call for Redemption Clause in Contracts

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion into Common Stock of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. 10:00 a.m., New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 3.07 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. 10:00 a.m., New York City time time, on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Dateredemption date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date redemption date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest interest, if any, accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest interest, if any, to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersSecurityholders, on or before 11:00 prior to 10:00 a.m. New York City time on the Business Day prior to Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article 311, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 413) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of Securities. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or reasonable expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this IndentureIndenture except to the extent resulting from the Trustee's gross negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued and Additional Interest, if any, to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interestinterest and Additional Interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest and Additional Interest, if any, to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent and Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersSecurityholders, on or before 11:00 a.m. prior to 10:00 a.m., New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such Securities, is not less than the Redemption PricePrice of, together and any accrued and unpaid Contingent Cash Interest with interest accrued respect to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price Prices of such Securities, including all accrued interest, Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 410) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of Securities. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesNotes, the Company may arrange for the purchase and conversion of any Securities called for redemption Notes by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities Notes by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersNoteholders, on or before 11:00 a.m. New York City time on the Redemption Datedate fixed for redemption, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Priceapplicable redemption price, together with interest accrued to, to (but not including, excluding) the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article 3III, the obligation of the Company to pay the Redemption Price redemption price of such SecuritiesNotes, including all together with interest accrued interestto (but excluding) the date fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, a copy of which will be filed with the Trustee prior to the date fixed for redemption, any Securities called for redemption and Notes not duly surrendered for conversion by the Holders holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders holders and (notwithstanding anything to the contrary contained in this Article 4III) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Datedate fixed for redemption (and the right to convert any such Notes shall be extended through such time), subject to payment of the above amount as aforesaid. The Paying Agent At the written direction of the Company, the Trustee shall hold and pay to the Holders whose Securities are selected for redemption dispose of any such amount paid to it for purchase in the same manner as it would money monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Paying Agent's Trustee’s prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities Notes shall increase or otherwise affect any of the powers, duties, responsibilities responsibilities, liabilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. 12:00 p.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 3.07 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. 12:00 p.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's ’s prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 10:00 a.m. New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together Price of such Securities. If such an agreement is entered into a copy thereof shall be filed with interest accrued to, but not including, the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. 10:00 a.m., New York City time time, on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's ’s prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. a.m., New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Price of Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. a.m., New York City time time, on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange arrange, in lieu of redemption, for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase all or a portion of such Securities by paying to a the Paying Agent (other than the Company or any of its Affiliates) in trust for the HoldersHolders whose Securities are to be so purchased, on or before 11:00 a.m. New York City time the close of business on the Redemption Date, an amount that, together with any amounts deposited with such the Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest interest, if any, accrued to, but not including, to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3III, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 but no such agreement shall relieve the Company of its obligation to pay the such Redemption PricePrice or such accrued interest, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemptionif any. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4X) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of Securities. Without the prior written consent of the Trustee and the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, rights, immunities, responsibilities or obligations of the Trustee or Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee and Paying Agent from, and hold it them harmless against, any and all loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses (including counsel fees and expenses) incurred by the Trustee or Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its their powers, duties, responsibilities or obligations under this IndentureIndenture except to the extent arising from its bad faith, willful misconduct or negligence.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to to, but excluding excluding, the relevant Redemption Dateredemption date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date redemption date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2021 Debentures, the Company may arrange for the purchase and conversion of any Securities 2021 Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities 2021 Debentures by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities2021 Debentures, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities2021 Debentures. Notwithstanding anything to the contrary contained in this Article 3ELEVEN, the obligation of the Company to pay the Redemption Price of such Securities2021 Debentures, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 1108 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities 2021 Debentures called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities 2021 Debentures called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4ELEVEN) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities 2021 Debentures are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities2021 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2021 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities 2021 Debentures between the Company and such purchasers, including including, without limitation, the costs and expenses incurred by the Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth herein.

Conversion Arrangement on Call for Redemption. In connection with any redemption a Redemption of Securities, the Company may arrange arrange, in lieu of Redemption, for the purchase and conversion of any Securities called for redemption Redemption by an agreement with one or more investment bankers banks or other purchasers to purchase all or a portion of such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holderspaying, on or before 11:00 a.m. A.M., New York City time on the Redemption Date, to the Paying Agent in trust for the Holders whose Securities are to be so purchased, an amount of money, in funds immediately available on the Redemption Date, that, together with any amounts deposited with such the Paying Agent by the Company for the redemption Redemption of such Securities, is not less than the aggregate Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article 3ARTICLE III, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 but no such agreement shall relieve the Company of its obligation to pay the such Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4ARTICLE X) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption Redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption Redemption of Securities. Without the prior written consent of the Trustee and the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, rights, immunities, responsibilities or obligations of the Trustee or Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee and Paying Agent from, and hold it them harmless against, any and all loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the incurred costs and expenses (including reasonable counsel fees and expenses) incurred by the Trustee or Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its their powers, duties, responsibilities or obligations under this IndentureIndenture except to the extent arising from their bad faith, willful misconduct or negligence.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersHolders of Securities, on or before 11:00 prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such Securities, is not less than the Redemption PricePrice of, together and any accrued and unpaid interest with interest accrued respect to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price Prices of such Securities, including all accrued interest, Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the second Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of Securities. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2020 Debentures, the Company may arrange for the purchase and conversion of any Securities 2020 Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities 2020 Debentures by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities2020 Debentures, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities2020 Debentures. Notwithstanding anything to the contrary contained in this Article 3Eleven, the obligation of the Company to pay the Redemption Price of such Securities2020 Debentures, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 1108 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities 2020 Debentures called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities 2020 Debentures called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4Fourteen) surrendered by such purchasers for conversion, all as of 11:00 a.m. A.M. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities 2020 Debentures are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities2020 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2020 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities 2020 Debentures between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth herein.

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesNotes, the Company may arrange for the purchase and conversion of any Securities Notes called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities Notes by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the Holders, on or before prior to 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such SecuritiesNotes, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such SecuritiesNotes. The Company shall promptly notify the Trustee in writing of any such agreement. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, Notes shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and Notes not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 410) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities Notes are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of SecuritiesNotes. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities Notes shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities Notes between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, except to the extent such loss, liability, expense or cost results from Trustee's gross negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the HoldersSecurityholders, on or before 11:00 a.m. A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Dateredemption date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date redemption date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. A.M. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2020 Debentures, the Company may arrange for the purchase and conversion of any Securities 2020 Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities 2020 Debentures by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities2020 Debentures, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities2020 Debentures. Notwithstanding anything to the contrary contained in this Article 3III, the obligation of the Company to pay the Redemption Price of such Securities2020 Debentures, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 3.12 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities 2020 Debentures called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities 2020 Debentures called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4III) surrendered by such purchasers for conversion, all as of 11:00 a.m. A.M. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities 2020 Debentures are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities2020 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2020 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities 2020 Debentures between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth herein.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with any accrued interest accrued to, but not including, the Redemption Date, Date of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, interest shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus any accrued interest interest, to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. a.m., New York City time time, on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange arrange, in lieu of redemption, for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase all or a portion of such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersHolders whose Securities are to be so purchased, on or before 11:00 a.m. New York City time the Close of Business on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest interest, if any, accrued to, but not including, excluding the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3Three, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 but no such agreement shall relieve the Company of its obligation to pay the such Redemption PricePrice and such accrued interest, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemptionif any. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4Ten) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the Close of Business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of Securities. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, rights, immunities, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any and all loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses (including counsel fees and expenses) incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this IndentureIndenture except to the extent arising from its bad faith, willful misconduct or negligence.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2021 Debentures, the Company may arrange for the purchase and conversion of any Securities 2021 Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities 2021 Debentures by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities2021 Debentures, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities2021 Debentures. Notwithstanding anything to the contrary contained in this Article 3Article, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, 2021 Debentures shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 319 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities Price of 2021 Debentures called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities 2021 Debentures called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4Four) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Business Day immediately prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities 2021 Debentures are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities2021 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2021 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities 2021 Debentures between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth herein.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange arrange, in lieu of redemption, for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase all or a portion of such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersHolders whose Securities are to be so purchased, on or before 11:00 a.m. New York City time the close of business on the Redemption Dateredemption date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest interest, if any, accrued to, but not including, to the Redemption Dateredemption date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3III, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 but no such agreement shall relieve the Company of its obligation to pay the such Redemption PricePrice and such accrued interest, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemptionif any. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4X) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Dateredemption date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of Securities. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, rights, immunities, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any and all loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses (including counsel fees and expenses) incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this IndentureIndenture except to the extent arising from its bad faith, willful misconduct or negligence.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that -------- ------- nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2020 Debentures, the Company may arrange for the purchase and conversion of any Securities 2020 Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities 2020 Debentures by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities2020 Debentures, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities2020 Debentures. Notwithstanding anything to the contrary contained in this Article 3Eleven, the obligation of the Company to pay the Redemption Price of such Securities2020 Debentures, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 1108 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities 2020 Debentures called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities 2020 Debentures called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4Fourteen) surrendered by such purchasers for conversion, all as of 11:00 a.m. A.M. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities 2020 Debentures are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities2020 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2020 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities 2020 Debentures between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth herein.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with any accrued and unpaid interest accrued to, but not including, the Redemption Date, Date of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued and unpaid interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus any accrued interest and unpaid interest, to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. a.m., New York City time time, on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In ---------------------------------------------- connection with any redemption of Securities, the Company may arrange arrange, in lieu of redemption, for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase all or a portion of such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersHolders whose Securities are to be so purchased, on or before 11:00 a.m. New York City time the close of business on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest interest, if any, accrued to, but not including, to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3XI, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 but no such agreement shall relieve the Company of its obligation to pay the such Redemption PricePrice and such accrued interest, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemptionif any. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4XIII) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of Securities. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the HoldersSecurityholders, on or before 11:00 a.m. A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. A.M. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth in Section 9.7.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article 3Article, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 10.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding Price of the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4XI) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Business Day immediately prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of the Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth herein.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. a.m., New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with with, accrued and unpaid cash interest if any, and accrued and unpaid Liquidated Damages, if any, to, but not including, the Redemption Date, Date of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued and unpaid cash interest, if any, and accrued and unpaid Liquidated Damages, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 3.07 shall relieve the Company of its obligation to pay the Redemption Price, plus any accrued interest and unpaid cash interest, if any, and accrued and unpaid Liquidated Damages, if any, to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. a.m., New York City time time, on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesNotes, the Company may arrange arrange, in lieu of redemption, for the purchase and conversion of any Securities Notes called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase all or a portion of such Securities Notes by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersHolders whose Notes are to be so purchased, on or before 11:00 a.m. New York City time the close of business on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such SecuritiesNotes, is not less than the Redemption Price, together with plus (unless the Redemption Date is an Interest Payment Date) accrued and unpaid interest accrued to, to but not including, excluding the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3Eleven, the obligation of the Company to pay the Redemption Price of such SecuritiesNotes, including plus all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 but no such agreement shall relieve the Company of its obligation to pay the such Redemption Price, plus all accrued interest to but excluding the relevant Redemption Dateinterest, on Securities called for redemptionuntil such amount is so paid by such purchasers. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and Notes not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4Fifteen) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities Notes are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of SecuritiesNotes. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities Notes shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities Notes between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In ------------------------------------------------------------ connection with any redemption of Securities, the Company may arrange arrange, in lieu of redemption, for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersSecurityholders, on or before 11:00 prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of of, and any accrued and unpaid contingent interest with respect to, such Securities, including all accrued interest, Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 411) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of Securities. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a the Paying Agent (other than the Company or any of its Affiliates) in trust for the HoldersSecurityholders, on or before 11:00 a.m. New York City time the close of business on the Redemption Date, an amount that, together with any amounts deposited with such the Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest interest, if any, accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.or

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. a.m., New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 3.07 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.of

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2015 Debentures, the Company may arrange for the purchase and conversion of any Securities 2015 Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities 2015 Debentures by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the benefit of the Holders, on or before 11:00 a.m. A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities2015 Debentures, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities2015 Debentures. Notwithstanding anything to the contrary contained in this Article 3Eleven, the obligation of the Company to pay the Redemption Price of such Securities2015 Debentures, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 1108 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities 2015 Debentures called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities 2015 Debentures called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4Fourteen) surrendered by such purchasers for conversion, all as of 11:00 a.m. A.M. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities 2015 Debentures are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities2015 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2015 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities 2015 Debentures between the Company and such purchasers, including without limitation the costs and expenses incurred by the Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, in accordance with the indemnity provisions applicable to the Trustee set forth herein.

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesDebentures, the Company may arrange arrange, in lieu of redemption, for the purchase and conversion of any Securities Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase all or a portion of such Securities Debentures by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersHolders whose Debentures are to be so purchased, on or before 11:00 a.m. New York City time the close of business on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such SecuritiesDebentures, is not less than the Redemption Price, together with interest interest, if any, accrued to, but not including, to the Redemption Date, Date of such SecuritiesDebentures. Notwithstanding anything to the contrary contained in this Article 3Eleven, the obligation of the Company to pay the Redemption Price of such SecuritiesDebentures, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 but no such agreement shall relieve the Company of its obligation to pay the such Redemption PricePrice and such accrued interest, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemptionif any. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and Debentures not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4Fifteen) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities Debentures are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of SecuritiesDebentures. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this the Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities Debentures between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this the Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesNotes, the Company may arrange for the purchase and conversion of any Securities called for redemption Notes by an agreement with one or more investment bankers or other purchasers to purchase such Securities Notes by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersNoteholders, on or before 11:00 a.m. New York City time on the Redemption Datedate fixed for redemption, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, applicable redemption price together with interest accrued to, to (but not including, excluding) the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the - Company to pay the Redemption Price redemption price of such Securities, including all Notes together with interest accrued interestto (but excluding) the date fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, a copy of which will be filed with the Trustee prior to the date fixed for redemption, any Securities called for redemption and Notes not duly surrendered for conversion by the Holders holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article 415) surrendered by such purchasers for conversion, all as -- of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Datedate fixed for redemption (and the right to convert any such Notes shall be extended through such time), subject to payment of the above amount as aforesaid. The Paying Agent At the direction of the Company, the Trustee shall hold and pay to the Holders whose Securities are selected for redemption dispose of any such amount paid to it for purchase in the same manner as it would money monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities Notes shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying in cash to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. a.m., New York City time time, on the Redemption Dateredemption date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Priceredemption price, together with interest accrued and unpaid to, but not including, the Redemption Dateredemption date (unless the redemption date is an interest payment date, in which case accrued interest will be paid in the ordinary course), of such Securities. Notwithstanding anything to the contrary contained in this Article 3Three, the obligation obligations of the Company to pay the Redemption Price redemption price of such Securities, including all accrued and unpaid interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Priceredemption price, plus accrued and unpaid interest to but excluding the relevant Redemption Dateredemption date (unless the redemption date is an interest payment date, in which case the accrued interest will be paid in the ordinary course) on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, into any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date redemption date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4Ten) surrendered by such purchasers for conversion, all as of 11:00 a.m. a.m., New York City time time, on the Redemption Dateredemption date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2020 Debentures, the Company may arrange for the purchase and conversion of any Securities 2020 Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities 2020 Debentures by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities2020 Debentures, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities2020 Debentures. Notwithstanding anything to the contrary contained in this Article 3Eleven, the obligation of the Company to pay the Redemption Price of such Securities2020 Debentures, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 1109 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities 2020 Debentures called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities 2020 Debentures called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4Fourteen) surrendered by such purchasers for conversion, all as of 11:00 a.m. A.M. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities 2020 Debentures are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited 31 with it by the Company for the redemption of Securities2020 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2020 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities 2020 Debentures between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture., in accordance with the indemnity provisions applicable to the Trustee set forth herein. SECTION 216 Conversion, Tax Event, Repurchase. The Indenture is hereby amended, subject to Section 201 hereof and with respect to the 2020 Debentures only, by adding the following Articles Fourteen, Fifteen, Sixteen and Seventeen to the Indenture:

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2006 Notes, the Company may arrange for the purchase and conversion of any Securities 2006 Notes called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities 2006 Notes by paying to a Paying Agent (other than the Company or `any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities2006 Notes, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, of such Securities2006 Notes. Notwithstanding anything to the contrary contained in this Article 3III, the obligation of the Company to pay the Redemption Price of such Securities2006 Notes, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 3.12 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities 2006 Notes called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities 2006 Notes called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4XII) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities 2006 Notes are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities2006 Notes. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2006 Notes shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities 2006 Notes between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on prior to the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than money sufficient to pay the Redemption PricePrice of, together with interest accrued to, but not including, and (except if the Redemption Date shall be an Interest Payment Date, of such Securities) any interest on all the Securities or portions thereof which are to be redeemed on that date. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that -------- ------- nothing in this Section 3.7 3.08 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesNotes, the Company may arrange for the purchase and conversion of any Securities Notes called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities Notes by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the Holders, on or before prior to 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such SecuritiesNotes, is not less than the Redemption Price, together with plus any accrued and unpaid interest accrued to, but not including, the payable on such Redemption Date, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price Price, plus any accrued and unpaid interest payable on such Redemption Date, of such Securities, including all accrued interest, Notes shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and Notes not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 410) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities Notes are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of SecuritiesNotes. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities Notes shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities Notes between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, except to the extent such loss, liability, expense or cost results from Trustee's gross negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2020 Debentures, the Company may arrange for the purchase and conversion of any Securities 2020 Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities 2020 Debentures by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities2020 Debentures, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities2020 Debentures. Notwithstanding anything to the contrary contained in this Article 3ELEVEN, the obligation of the Company to pay the Redemption Price of such Securities2020 Debentures, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 1108 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities 2020 Debentures called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities 2020 Debentures called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4ELEVEN) surrendered by such purchasers for conversion, all as of 11:00 a.m. A.M. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities 2020 Debentures are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities2020 Debentures. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2020 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.expense

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesNotes, the Company may arrange for the purchase and conversion of any Securities Notes called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities Notes by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersHolders of such Notes, on or before 11:00 prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such SecuritiesNotes, is not less than the Redemption Price, together with Price of such Notes plus accrued and unpaid interest accrued to, but not including, on such Notes (to the extent that such interest is payable to the Holders entitled to receive the Redemption Date, of such SecuritiesPrice). Notwithstanding anything to the contrary contained in this Article 3Five or Article Eleven of the Original Indenture, the obligation of the Company to pay the Redemption Price of plus accrued and unpaid interest on such Securities, including all accrued interest, Notes (to the extent that such interest is payable to the Holders entitled to receive the Redemption Price) shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities Notes called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant applicable Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4Four hereof) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities Notes are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of SecuritiesNotes. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities Notes shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this the Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities Notes between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under the Indenture. ARTICLE SIX PURCHASE OF NOTES AT OPTION OF THE HOLDER UPON CHANGE OF CONTROL Section 601. Repurchase of Notes at Option of the Holder upon Change of Control. (a) If there shall have occurred a Change of Control, all or any portion of the Notes of any Holder equal to $1,000 or a whole multiple of $1,000 in principal amount shall be repurchased by the Company, at the option of such Holder, at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, together with accrued and unpaid interest to the repurchase date (the "Change of Control Repurchase Price"), on the date (the "Change of Control Repurchase Date") that is 45 days after the date the Company gives the notice required under Section 601(c) (or if such 45th day is not a Business Day, the next succeeding Business Day); provided, however, that installments of interest on Notes whose Stated Maturity is on or prior to the Change of Control Repurchase Date shall be payable to the Holders of such Notes, or one or more Predecessor Securities, registered as such at the close of business on the Regular Record Dates therefor according to their terms and the provisions of Section 307 of the Original Indenture. Subject to the fulfillment by the Company of the conditions set forth in Section 601(b) hereof, the Company may elect to pay the Change of Control Repurchase Price (including accrued and unpaid interest, if any) in Common Stock by delivering the number of shares of Common Stock equal to (i) the Change of Control Repurchase Price (including accrued and unpaid interest, if any) divided by (ii) 95% of the average of the Closing Prices per share of Common Stock for the five consecutive Trading Days immediately preceding and including the third Trading Day prior to the Change of Control Repurchase Date. Whenever in this First Supplemental Indenture (including Annex A hereto), the Original Indenture or the Notes there is a reference, in any context, to the principal of or (to the extent that the Change of Control Purchase Price shall include accrued interest) interest on any Note as of any time, such reference shall be deemed to include reference to the Change of Control Repurchase Price payable in respect to such Note to the extent that such Change of Control Repurchase Price is, was or would be so payable at such time (and regardless of whether the Change of Control Repurchase Price is payable in cash or shares of Common Stock) and, if the Company shall have elected pay the Change of Control Repurchase Price in shares of Common Stock, any references to cash, funds or monies which have been or are to be deposited or paid to pay the Change of Control Repurchase Price shall be deemed to include, mutatis mutandis, a reference to the shares of Common Stock plus cash in lieu of fractional shares delivered or to be delivered to pay such Change of Control Repurchase Price, and express mention of the Change of Control Repurchase Price or the payment thereof in shares of Common Stock in any provision of this First Supplemental Indenture, the Original Indenture or the Notes shall not be construed as excluding the Change of Control Repurchase Price or any shares of Common Stock delivered or to be delivered to pay the Change of Control Repurchase Price in those provisions of this First Supplemental Indenture, the Original Indenture or the Notes when such express mention is not made; provided, however, that for purposes of Article Seven of this First Supplemental Indenture such references shall be deemed to include reference to the Change of Control Repurchase Price only to the extent that the Change of Control Purchase Price is payable in cash. (b) The following are conditions to the Company's election to pay for the Change of Control Repurchase Price in Common Stock: (i) The shares of Common Stock to be issued upon repurchase of Notes hereunder: (A) shall not require registration under the Securities Act or any other federal securities law before such shares may be freely transferred by the recipients of such shares without restriction under the Securities Act or any other federal securities law or, if such registration is required, such registration shall be completed and shall become effective prior to the Change of Control Repurchase Date, no stop orders or similar orders shall be in effect with respect to such registration and such shares shall be freely transferable by the recipients of such shares (other than any such recipients which are "affiliates" (as defined in Rule 144 under the Securities Act) of the Company) without restriction under the Securities Act or any other federal securities laws or the need for delivery of a prospectus under the Securities Act or any other federal securities laws; and (B) shall not require registration with, qualification under, or approval of, any governmental authority under any state securities law or any other state or federal law before shares may be validly issued or delivered upon repurchase or if such registration is required or such qualification or approval must be obtained, such registration shall be completed or such qualification or approval shall be obtained prior to the Change of Control Repurchase Date and no stop order or other similar order shall be in effect with respect to any such registration, qualification or approval. (ii) The shares of Common Stock to be issued upon repurchase of Notes shall have been listed or approved for listing on the principal national securities exchange or shall have been approved for quotation on the principal national securities quotation system upon which the other outstanding shares of the Company's Common Stock shall at the time be listed or quoted, as the case may be, in either case prior to the Change of Control Repurchase Date; and (iii) All shares of Common Stock which may be issued upon repurchase of Notes will be issued out of the Company's authorized but unissued Common Stock and will, upon issue, be duly and validly authorized and issued and fully paid and nonassessable and free of any preemptive or similar rights. If any of the conditions set forth in clauses (i) through (iii) of this Section 601(b) are not satisfied in accordance with the terms thereof, the Change of Control Repurchase Price shall be paid by the Company only in cash. The Company may not change the form of consideration to be paid for the Notes on any Change of Control Repurchase Date once it has given the notice pursuant to Section 601(c) except as described in the first sentence of this paragraph. (c) Prior to or on the 30th day after the occurrence of a Change of Control, the Company or, at the written request of the Company given to the Trustee on or prior to the 15th day after such occurrence and at the expense of the Company, the Trustee shall give to all Holders of Notes, in the manner provided in Section 106 of the Original Indenture, notice of the occurrence of the Change of Control and of the repurchase right set forth herein arising as a result thereof. The Company shall also deliver a copy of such notice to the Trustee. The notice shall include a form of Change of Control Repurchase Notice to be completed by the Holder of Notes and shall state: (1) briefly, the events causing a Change of Control and the date of such Change of Control; (2) the date by which the Change of Control Repurchase Notice pursuant to this Section 601(d) must be given; (3) the Change of Control Repurchase Date; (4) the Change of Control Repurchase Price and whether the Change of Control Repurchase Price will be payable in cash or Common Stock; (5) the name and address in the Borough of Manhattan, The City of New York (and in any additional locations) of the Trustee and the Conversion Agent where Notes may be surrendered for repurchase or conversion; (6) the Conversion Price and any adjustments thereto; (7) that Notes as to which a Change of Control Repurchase Notice has been given may be converted pursuant to Article Four hereof only if the Change of Control Repurchase Notice has been withdrawn in accordance with the terms of this First Supplemental Indenture prior to the close of business on the Change of Control Repurchase Date; (8) that Notes must be surrendered to the Trustee to collect the Change of Control Repurchase Price; (9) that the Change of Control Repurchase Price for any Note as to which a Change of Control Repurchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Change of Control Repurchase Date and the time of surrender of such Note as described in (8) above; (10) briefly, the procedures the Holder must follow to exercise its rights under this Section 601; (11) briefly, the conversion rights of the Notes; (12) the procedures for withdrawing a Change of Control Repurchase Notice and the deadline for such withdrawals; (13) that, unless the Company defaults in making payment of such Change of Control Repurchase Price, interest on Notes submitted for repurchase will cease to accrue on and after the Change of Control Repurchase Date; and (14) the CUSIP number of the Notes.

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesNotes, the Company may arrange for the purchase and conversion of any Securities Notes called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities Notes by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersHolders of Notes, on or before 11:00 prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such SecuritiesNotes, is not less than the Redemption PricePrice of, together and any accrued and unpaid interest (either cash interest or Contingent Cash Interest) with interest accrued respect to, but not including, the Redemption Date, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article 3XI, the obligation of the Company to pay the Redemption Price Prices of such Securities, including all accrued interest, Notes shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and Notes not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4XVI) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the second Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities Notes are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of SecuritiesNotes. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities Notes shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities Notes between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesNotes, the Company may arrange for the purchase and conversion of any Securities Notes called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities Notes by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersHolders of Notes, on or before prior to 11:00 a.m. (New York City time time) on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such SecuritiesNotes, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, Notes shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and Notes not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 43 of the Supplemental Indenture) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities Notes are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of SecuritiesNotes. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities Notes shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities Notes between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In ----------------------------------------------------------- connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) Trustee in trust for the HoldersSecurityholders, on or before 11:00 prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent the Trustee by the Company for the redemption of such Securities, is not less than the Redemption PricePrice of, together and any accrued and unpaid contingent interest with interest accrued respect to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price Prices of such Securities, including all accrued interest, Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the TrusteeCompany, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 411) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time immediately prior to the close of business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would money moneys deposited with it by the Company for the redemption of Securities. Without the Paying AgentTrustee's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent Trustee as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent Trustee from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest and Additional Interest, if any, accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interestinterest and Additional Interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to and Additional Interest, if any, to, but excluding excluding, the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.redemption

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with any accrued and unpaid interest accrued to, but not including, the Redemption Date, Date of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued and unpaid interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus any accrued interest and unpaid interest, to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. a.m., New York City time time, on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.the

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Company or any of its Affiliates) in trust for the Holders, on or before 11:00 a.m. 12:00 p.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price, together with interest accrued to, but not including, the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article 3, the obligation of the Company to pay the Redemption Price of such Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDEDprovided, HOWEVERhowever, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, Price on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the Company upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 4) surrendered by such purchasers for conversion, all as of 11:00 a.m. 12:00 p.m. New York City time on the Redemption Date, subject to payment of the above amount as aforesaid. The Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase in the same manner as it would money deposited with it by the Company for the redemption of Securities. Without the Paying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Paying Agent from, and hold it harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses incurred by the Paying Agent in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture.