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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 Issuer 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee or the Paying Agent in trust for the HoldersHolders of Securities, on or before 10:00 a.m. Eastern Time on the Redemption Dateredemption date, an amount not less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Date, redemption date of such Securities, in immediately available funds. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of that series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment to the Trustee or Paying Agent of the above amount as aforesaidabove-described amount. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies pay moneys deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's ’s and the Paying Agent’s prior written consent, no arrangement between the Company Issuer and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee and the Paying Agent as set forth in this Indenture, and the Company Issuer agrees to indemnify the Trustee and the Paying Agent from, and hold it them harmless against, any loss, liability or expense arising owing out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company Issuer and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, incurred expenses Incurred by the Trustee and Paying Agent (including the fees and expenses of their agents and counsel) 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 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 not converted prior to the expiration of such conversion right by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall which, certified as true and correct by the Secretary or Assistant Secretary of the Company will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XIIXV) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee or the Paying Agent in trust for the HoldersHolders of Securities, on or before 10:00 a.m. New York time on the Redemption Date, an amount not less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, Date of such Securities, in immediately available funds. Notwithstanding anything to the contrary contained in this Article XIEleven, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment to the Trustee or Paying Agent of the above amount as aforesaidabove-described amount. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies pay moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's and the Paying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee and the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee and the Paying Agent from, and hold it them harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase purpose and conversion of any Securities between the Company and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and the Paying Agent (including the fees and expenses of their agents and counsel) 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 Indenture.. ARTICLE TWELVE

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 or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee Paying Agent in trust for the Holders, on or before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Paying Agent by the Company for the redemption of the Securities, is not less than the applicable Redemption Price, together with interest accrued Price to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies money deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before the Redemption Dateclose of business on the redemption date, an amount in cash not less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Dateredemption date, of such Securities. Notwithstanding anything to the contrary contained in this Article XIThree, the obligation of the Company to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIEleven) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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. ARTICLE FOUR Covenants Section 4.01.

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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article XI11, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII13) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 in the case of the Trustee’s negligence or willful misconduct.

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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIThree, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XIIFifteen) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 (the "Purchasers") to purchase such securities Securities by paying to a Paying Agent (other than the Trustee 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 applicable Redemption Price, together with interest accrued to to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers; 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 shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII4) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m. New York City time on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase in the same manner as it would monies money deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 SecuritiesSecurities which the Holder does not elect to convert or which the Company has refused to convert pursuant to Section 11.13, the Company may arrange for the purchase and conversion of any Securities by an agreement with one or more investment bankers banking firms or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before the Redemption Dateclose of business on the date fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to the Redemption Datedate fixed for redemption, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Priceredemption price of such Securities, together with interest accrued to the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)made, any Securities called for redemption that are not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)date fixed for redemption, subject to payment of by the above amount purchasers as aforesaidspecified above. At the direction of the Company, the The Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this the Indenture, and the Company agrees to indemnify the Trustee from, and hold it harmless against, any loss, claim, damage, fine, penalty, liability or expense (including, but not limited to, attorneys' fees and expenses) arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such Purchaserspurchasers to which the Trustee has not consented in writing, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 Debt Securities, the Company may arrange for the purchase and conversion of any Debt Securities called for redemption by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Debt Securities by paying to the Trustee or the Paying Agent in trust for the Holdersholders of Debt Securities, on or before 10:00 a.m. New York time on the Redemption Dateredemption date, an amount not no less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Date, redemption date of such Debt Securities, in immediately available funds. Notwithstanding anything to the contrary contained in this Article XIV, the obligation of the Company and the Guarantors to pay the Redemption Priceredemption price of such Debt Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Debt Securities called for redemption that are not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XIIXIII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Debt Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Debt Securities, subject to payment of the above amount as aforesaid. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose pay to the holders of Debt Securities whose Debt Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company for the redemption of Debt Securities. Without the Trustee's ’s and the Paying Agent’s prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Debt Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Debt Securities between the Company and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and 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 SecuritiesSecurities of any series, the Company may arrange for the purchase and conversion of any Securities of that series by an agreement arrangement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the Holdersholders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest accrued to the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasersthe purchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption of that are series not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesSecurities of that series. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities of any series shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 of any series between the Company and such Purchaserspurchasers to which the Trustee has not consented in writing, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, Price of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Notes shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders Noteholders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders Noteholders and (notwithstanding anything to the contrary contained in Article XII15) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date or on the Redemption Date at the option of the Company (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities Notes shall increase or otherwise affect any of the powers, duties, responsibilities responsibilities, obligations, liabilities or obligations immunities of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 Issuer at its option may arrange for the purchase and conversion of any Securities Notes by an agreement arrangement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the Holdersholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Price, together with interest and Additional Interest, if any, accrued to the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company Issuer to pay the Redemption PricePrice of such Notes, together with interest and Additional Interest, if any, accrued to the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasersthe purchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII12) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the written direction of the CompanyIssuer, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company Issuer for the redemption of SecuritiesNotes. Without the Trustee's ’s prior written consent, no arrangement between the Company Issuer and such Purchasers 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 Trustee as set forth in this Indenture, and the Company Issuer agrees to indemnify the 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 Issuer and such Purchaserspurchasers to which the Trustee has not consented in writing, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee Paying Agent in trust for the HoldersSecurityholders, on or before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Paying Agent by the Company for the redemption of such Securities, is not less than the applicable Redemption Price, together with interest interest, if any, accrued to to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII4) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before the Redemption Dateclose of business on the redemption date, an amount in cash not less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Dateredemption date, of such Securities. Notwithstanding anything to the contrary contained in this Article XIThree, the obligation of the Company to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIITen) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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. ARTICLE FOUR Covenants Section 4.01.

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 by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII14) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 the Securities, the Company Issuer may arrange for the purchase and conversion of any Securities by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the Holders, on or before 11:00 a.m., Eastern Standard Time, on the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued and unpaid to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XIArticle, the obligation of the Company Issuer to pay the Redemption Price, together with interest accrued and unpaid to the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the second Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIthis Article) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the written direction of the CompanyIssuer, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company Issuer 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 Trustee as set forth in this Indenture, and the Company Issuer agrees to indemnify the 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 Issuer and such Purchasers, including the costs and expenses, including reasonable legal fees, incurred by the 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.. ARTICLE TWELVE

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 (the "Purchasers") to purchase all or a portion of such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders whose Securities are to be so purchased, on or before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for redemption of such Securities, is not less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers, but no such agreement shall relieve the Company of its obligation to pay such Redemption Price and interest, if any. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII10) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 into Common Stock of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the Holders, on or before 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 applicable Redemption Price, together with interest accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers; provided, however, that nothing in this Section 3.07 shall relieve the Company of its obligation to pay the Redemption Price 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 shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII4) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business 10:00 a.m., New York City time, on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase in the same manner as it would monies money deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 for Common Stock of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee Paying Agent in trust for the Holders, on or before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Paying Agent by the Company for the redemption of the Securities, is not less than the applicable Redemption Price, together with interest accrued including interest, if any, to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption DateOriginal Issue Discount, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies money deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before the Redemption Dateclose of business on the redemption date, an amount in cash not less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Dateredemption date, of such Securities. Notwithstanding anything to the contrary contained in this Article XIThree, the obligation of the Company to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIITen) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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.. 30

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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the Holders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Price, together with interest accrued to the Redemption Date(but excluding) that date fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption PricePrice of such Notes, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Datedate fixed for redemption), any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversionconversions, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the written direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers to which the Trustee has not consented in writing, including the costs and expenses, including reasonable legal fees, incurred by the 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 If in connection with any redemption of Securities of any series with respect to which the Holders have the right to convert such Securities into shares of Common Stock, the Holders thereof do not elect to convert such Securities, the Company Issuer may arrange for the purchase and conversion of any such Securities by an agreement with one or more investment bankers banking firms or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the Holders, not later than the close of business on or before the Redemption Datethird Business Day prior to the date fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to the Redemption Datedate fixed for redemption, of such Securities. Notwithstanding anything to the contrary contained in this Article XITen, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest accrued to the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers to the Trustee in trust for the Holders. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)made, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be have been acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIITwelve) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and third Business Day prior to the right to convert any such Securities shall be extended through such time)date fixed for redemption, subject to payment of by the above amount purchasers as aforesaidspecified above. At the direction of the Company, the The Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company Issuer and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company Issuer agrees to indemnify the Trustee from, and hold it harmless against, any and all loss, liability liability, claim, damage or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company Issuer and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and its counsel in the defense of any claim (whether asserted by the Issuer, the Guarantor, a Holder or any other Person) 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.. ARTICLE ELEVEN

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 by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII14) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption PricePrice of, together and any accrued and unpaid contingent interest with interest accrued to the Redemption Daterespect to, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Prices of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 If in connection with any redemption of Securities of any series with respect to which the Holders have the right to convert such Securities into Parent Shares, the Holders thereof do not elect to convert such Securities, the Company Issuer or the Guarantor may arrange for the purchase and conversion of any such Securities by an agreement with one or more investment bankers banking firms or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the Holders, on or before not later than the Redemption Dateclose of three Business Days prior to the date fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to the Redemption Datedate fixed for redemption, of such Securities. Notwithstanding anything to the contrary contained in this Article XITen, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest accrued to the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers to the Trustee in trust for the Holders. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)made, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the CompanyIssuer or the Guarantor, as the case may be, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be have been acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIEleven) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)date fixed for redemption, subject to payment of by the above amount purchasers as aforesaidspecified above. At the direction of the Company, the The Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company Issuer or the Guarantor and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees Issuer and the Guarantor agree to indemnify the Trustee from, and hold it harmless against, any and all loss, liability liability, claim, damage or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company Issuer or the Guarantor and such Purchaserspurchasers to which the Trustee has not consented in writing, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and its counsel 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, with notice to the Trustee, the Company may arrange for the purchase and conversion of any Securities Notes by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before prior to the Redemption Dateclose of business one Business Day prior to the date fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XIIXIV) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, purchasers including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XIEleven, the obligation of the Company to pay the Redemption Price, together with interest accrued to to, but excluding, the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIITwelve) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through though such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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.. ARTICLE TWELVE

Conversion Arrangement on Call for Redemption. In If in connection with any redemption of Securities of any series with respect to which the Holders have the right to convert such Securities into shares of Common Stock, the Holders thereof do not elect to convert such Securities, the Company Issuer may arrange for the purchase and conversion of any such Securities by an agreement with one or more investment bankers banking firms or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the Holders, not later than the close of business on or before the Redemption Datethird Business Day prior to the date fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to the Redemption Datedate fixed for redemption, of such Securities. Notwithstanding anything to the contrary contained in this Article XITen, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest accrued to the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers to the Trustee in trust for the Holders. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)made, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be have been acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIEleven) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and third Business Day prior to the right to convert any such Securities shall be extended through such time)date fixed for redemption, subject to payment of by the above amount purchasers as aforesaidspecified above. At the direction of the Company, the The Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company Issuer and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company Issuer agrees to indemnify the Trustee from, and hold it harmless against, any and all loss, liability liability, claim, damage or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company Issuer and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and its counsel in the defense of any claim (whether asserted by the Issuer, the Guarantor, a Holder, or any other Person) 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 SecuritiesConvertible Securities of any series which are convertible into Common Stock, the Company Issuer may arrange for the purchase and conversion of any such Securities called for redemption by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersHolders of such Securities, on or before the Redemption Dateclose of business on the redemption date, an amount in cash not less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Dateredemption date, of such Securities. Notwithstanding anything to the contrary contained in this Article XIEleven, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any such Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIThirteen) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company Issuer and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company Issuer agrees to indemnify the 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 Issuer and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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.. ARTICLE TWELVE

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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption PricePrice of, together and any accrued and unpaid interest with interest accrued to the Redemption Daterespect to, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Prices of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 banks or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption PricePrice of, together and any accrued and unpaid contingent interest with interest accrued to the Redemption Daterespect to, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Prices of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 SecuritiesDebentures, the Company may arrange for the purchase and conversion of any Securities Debentures by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Debentures by paying to the Trustee in trust for the HoldersDebentureholders, on or before the Redemption Date, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to (but not including) the Redemption Date, of such SecuritiesDebentures. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Priceredemption price of such Debentures, together with interest accrued to (but not including) the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are Debentures not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders Debentureholders and (notwithstanding anything to the contrary contained in Article XII15) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities Debentures shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesDebentures. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before prior to the Redemption DateBusiness Day prior to the date fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to the Redemption Datedate fixed for redemption and any Make-Whole Payment, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to the Redemption Datedate fixed for redemption and any Make-Whole Payment, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XIIXIV) surrendered by such Purchasers purchasers for conversion, all as of the time immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, purchasers including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 SecuritiesDebentures, the Company may arrange for the purchase and conversion of any Securities Debentures by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Debentures by paying to the Trustee in trust for the HoldersDebentureholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest Interest accrued to and unpaid to, but excluding, the Redemption Datedate fixed for redemption, of such SecuritiesDebentures. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Priceredemption price of such Debentures, together with interest Interest accrued to and unpaid to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Debentures not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII17) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Debentures shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesDebentures. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee or the Paying Agent in trust for the Holders, on or before 10:00 a.m. New York time on the Redemption Date, an amount not no less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, Date of such Securities, in immediately available funds. Notwithstanding anything to the contrary contained in this Article XITwelve, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIISixteen) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's and the Paying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee or the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee and the Paying Agent from, and hold it them 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and 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.. ARTICLE THIRTEEN

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 (the "Purchasers") to purchase such securities Securities by paying to a Paying Agent (other than the Trustee 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 applicable Redemption Price, together with interest accrued to to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers; 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 shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII4) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m. New York City time on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase in the same manner as it would monies money deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 SecuritiesDebentures, the Company may arrange for the purchase and conversion of any Securities Debentures by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Debentures by paying to the Trustee in trust for the HoldersDebentureholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, Price of such SecuritiesDebentures. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Debentures shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Debentures not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII16) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Debentures shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesDebentures. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest Interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, of such Securities. Notwithstanding anything to the contrary contained in this Article XI14, the obligation of the Company to pay the Redemption Priceredemption price of such Securities, together with interest Interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders Securityholders and (notwithstanding anything to the contrary contained in Article XII15) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest (including any Liquidated Damages) accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 the Securities, the Company may arrange for the purchase and conversion of any Securities by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued and unpaid to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XIARTICLE TEN, the obligation of the Company to pay the Redemption Price, together with interest accrued and unpaid to the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the second Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIthis ARTICLE TEN) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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.. ARTICLE ELEVEN

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company Issuer shall deposit the amount due in connection with such redemption as required by Section 11.02 or it 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 (the "Purchasers") to purchase such securities Securities and to make the deposit required of it by Section 11.02 on its behalf by paying to the Trustee or the Paying Agent in trust for the HoldersSecurityholders, on or before 10:00 a.m. New York time on the Redemption Dateredemption date, an amount not no less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Date, redemption date of such Securities, in immediately available funds. Notwithstanding anything anytime to the contrary contained in this Article XI11, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII12) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Securityholders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's and the Paying Agent's prior written consent, no arrangement between the Company Issuer and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company Issuer agrees to indemnify the 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 Issuer and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and 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 If in connection with any redemption of Securities of any series with respect to which the Securityholders have the right to convert such Securities into shares of common stock or other securities of the Company or any other Person, the Securityholders thereof do not elect to convert such Securities, the Company may arrange for the purchase and conversion of any such Securities by an agreement with one or more investment bankers banking firms or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, not later than the close of business on or before the Redemption Datethird Business Day prior to the date fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, of such Securities. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption Priceredemption price of such Securities, together with interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers to the Trustee in trust for the Securityholders. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)made, any Securities called for redemption that are not duly surrendered for conversion by the Holders Securityholders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be have been acquired by such Purchasers purchasers from such Holders Securityholders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and third Business Day prior to the right to convert any such Securities shall be extended through such time)date fixed for redemption, subject to payment of by the above amount purchasers as aforesaidspecified above. At the direction of the Company, the The Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the Trustee from, and hold it harmless against, any and all loss, liability liability, claim, damage 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and it counsel in the defense of any claim (whether asserted by the Company, a Securityholder, or any other Person) 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 Securitiesthe Notes, the Company may arrange for the purchase and conversion of any Securities Notes by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued and unpaid to the Redemption Date, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XISix or Article Eleven of the Indenture, the obligation of the Company to pay the Redemption Price, together with interest accrued and unpaid to the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities Notes called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in this Article XIISix or Article Eleven of the Indenture) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the 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 or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 Issuer shall deposit the amount due in connection with such redemption as required by Section 11.02 or it 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 (the "Purchasers") to purchase such securities Securities and to make the deposit required of it by Section 11.02 on its behalf by paying to the Trustee or the Paying Agent in trust for the HoldersSecurityholders, on or before 10:00 a.m. New York time on the Redemption Dateredemption date, an amount not no less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Date, redemption date of such Securities, in immediately available funds. Notwithstanding anything anytime to the contrary contained in this Article XI11, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII12) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Securityholders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's ’s and the Paying Agent’s prior written consent, no arrangement between the Company Issuer and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company Issuer agrees to indemnify the 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 Issuer and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and 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 by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, Price of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Notes shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII15) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption PricePrice of such Notes, together with interest accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3 or in Article 3 of the Indenture, the obligation of the Company to pay the Redemption PricePrice of such Notes, together with interest accrued to to, but excluding, the Redemption Date, Date shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders thereof thereof, may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII4) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities Notes shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this First Supplemental Indenture or in the Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 First Supplemental Indenture or in the Indenture. Nothing in the preceding sentence shall be deemed to limit the rights and protections afforded to the Trustee in Article 7 of the Indenture, including, but not limited to, the right to the indemnification pursuant to Section 7.07 of 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 by an agreement with one or more investment bankers banks or other purchasers (the "“Purchasers"”) to purchase such securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, Price (together with accrued interest accrued to the Redemption Date, Date of such Securities. Notwithstanding anything to the contrary contained in this Article XI, the obligation of the Company to pay the Redemption Price, Price (together with accrued interest accrued to the Redemption Date, Date shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 or repurchase of SecuritiesNotes pursuant to Section 10.7, Section 10.8 or Section 10.9, the Company may arrange for the purchase and conversion of any Securities Notes by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the Holders, on or before the Redemption Date or Company Repurchase Date, an amount not less than the applicable Redemption Price, together with interest accrued to Price or the Redemption Date, Company Repurchase Price of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI10, the obligation of the Company to pay the Redemption Price, together with interest accrued to Price or the Redemption Date, Company Repurchase Price of such Notes shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date or Company Repurchase Date), any Securities called for redemption that are Note not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII12) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date or Company Repurchase Date (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 banks or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 11:30 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption PricePrice of, together and any accrued and unpaid interest with interest accrued to the Redemption Daterespect to, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Prices of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article XI12, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII14) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 in the case of the Trustee’s negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable order or decision.

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 or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee Paying Agent in trust for the Holders, on or before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Paying Agent by the Company for the redemption of the Securities, is not less than the applicable Redemption Price, together with interest accrued Price up to and including the Redemption Date, Date of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies money deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 (the "Purchasers") to purchase such securities Securities by paying to a Paying Agent (other than the Trustee 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 applicable Redemption Price, together with interest accrued to to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers; 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 shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are and not duly surrendered for conversion by the Holders thereof prior to the relevant redemption date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII4) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m. New York City time on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase in the same manner as it would monies money deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before 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 the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article XI11, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII13) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 into Common Stock of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee Paying Agent in trust for the Holders, prior to 10:00 a.m. (local time at the place of payment) on or before the Redemption Date, an amount that, together with any amounts deposited with the Paying Agent by the Company for the redemption of the Securities, is not less than the applicable Redemption Price, together with interest accrued Price up to and including the Redemption Date, Date of such Securities. Notwithstanding anything to the contrary contained in this Article XIEleven, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIFourteen) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies money deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 Issuer may arrange for the purchase and conversion of any Securities Notes by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Notes, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII4 hereof) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the CompanyIssuer, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company Issuer for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company Issuer and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 or other purchasers (the "Purchasers") to purchase all or a portion of such securities Notes by paying to the Trustee in trust for the HoldersNoteholders whose Notes are to be so purchased, on or before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for redemption of such Notes is not less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption PricePrice of such Notes, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers, but no such agreement shall relieve the Company of its obligation to pay such Redemption Price and interest, if any. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders thereof may, at the option of the Company, Company be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) XIV), surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Notes are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 IndentureNotes.

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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption PricePrice of, together and any accrued and unpaid contingent interest with interest accrued to the Redemption Daterespect to, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Prices of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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. (a) 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 pursuant to which such investment banks or other purchasers (collectively, the "Redemption Purchasers") to will purchase from Holders all or a portion of such securities Securities called for redemption by paying to the Trustee in trust for the HoldersSecurityholders whose Securities are to be so purchased, on or before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for redemption of such Securities, is not less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, of such Securities. . (b) Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such PurchasersRedemption Purchasers but no such agreement shall relieve the Company of its obligation to pay such Redemption Price and such accrued interest, if any, to Securityholders. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Redemption Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Redemption Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount Redemption Price as aforesaidspecified herein. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. . (c) Without the Trustee's prior written consent, no arrangement between the Company and such Redemption Purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Redemption Purchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 other than resulting from the Trustee's gross negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesNotes, the Company Issuer may arrange for the purchase and conversion of any Securities Notes by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued to to, but excluding, the Redemption Date, Date of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIFive, the obligation of the Company Issuer to pay the Redemption PricePrice of such Notes, together with interest accrued to to, but excluding the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIFour) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the CompanyIssuer, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company Issuer for the redemption of SecuritiesNotes. Without the Trustee's ’s prior written consent, no arrangement between the Company Issuer and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption DatePrice of such Securities, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued to and unpaid to but excluding the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI, the obligation of the Company to pay the Redemption Price, together with interest accrued and unpaid to but excluding the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 or other purchasers (the "Purchasers") to purchase all or a portion of such securities Securities by paying to the Trustee in trust for the HoldersHolders whose Securities are to be so purchased, on or before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for redemption of such Securities, is not less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers, but no such agreement shall relieve the Company of its obligation to pay such Redemption Price and such accrued interest, if any. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIXIII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption PricePrice of such Securities, together with interest accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest accrued to to, but excluding, the Redemption Date, Date shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof thereof, may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII4) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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. Nothing in the preceding sentence shall be deemed to limit the rights and protections afforded to the Trustee in Article 9, including, but not limited to, the right to the indemnification pursuant to 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 to be redeemed by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities by paying to the Trustee in trust for the Holders, on or before 10:00 a.m. (New York City time) on the Redemption Date, an amount not less than the applicable Optional Redemption Price, together with interest accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XIIV, the obligation of the Company to pay the Optional Redemption Price, together with interest accrued to the Redemption Date, Price shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIXIII) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article XI11, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII13) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the Holdersholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders thereof holders hereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII5) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 banks or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 not converted prior to the expiration of such conversion right by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Price, together with redemption price and interest accrued to the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption Price, together with redemption price of such Notes and interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers to such Noteholders. If such an agreement is entered into (into, a copy of which shall which, certified as true and correct by the Secretary or Assistant Secretary of the Company will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XIIXV) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the written direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee or the Paying Agent in trust for the HoldersHolders of Securities, on or before 10:00 a.m. New York time on the Redemption Date, an amount not less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, Date of such Securities, in immediately available funds. Notwithstanding anything to the contrary contained in this Article XIEleven, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment to the Trustee or Paying Agent of the above amount as aforesaidabove-described amount. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies pay moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's and the Paying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee and the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee and the Paying Agent from, and hold it them harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase purpose and conversion of any Securities between the Company and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and the Paying Agent (including the fees and expenses of their agents and counsel) 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 Indenture.. ARTICLE TWELVE

Conversion Arrangement on Call for Redemption. In connection with any redemption of SecuritiesSubordinated Notes, the Company Alderwoods may arrange for the purchase and conversion of any Securities Subordinated Notes by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Subordinated Notes by paying to the Trustee in trust for the HoldersHolders of the Subordinated Notes, on or before the Redemption Datedate fixed for redemption, an amount in cash not less than the applicable Redemption Priceredemption price, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, of such SecuritiesSubordinated Notes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company Alderwoods to pay the Redemption Priceredemption price of such Subordinated Notes, together with interest accrued to (but excluding) the Redemption Date, date fixed for redemption shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Subordinated Notes not duly surrendered for conversion by the Holders thereof may, at the option of the CompanyAlderwoods, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII14) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Subordinated Notes by such purchasers shall be extended through such time), subject to payment of the above amount as aforesaidaforesaid (and if such payment is not duly made, the Holders' conversion right extends to the date of such payment). At the direction of the CompanyAlderwoods, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company Alderwoods for the redemption of Securities. Without the Trustee'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 Trustee as set forth Subordinated Notes in accordance with this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 IndentureArticle 3.

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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through though such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, incurred by the 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 by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest Interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest Interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII15) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 Issuer shall deposit the amount due in connection with such redemption as required by Section 11.02 or it 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 (the "Purchasers") to purchase such securities Securities and to make the deposit required of it by Section 11.02 on its behalf by paying to the Trustee or the Paying Agent in trust for the HoldersSecurityholders, on or before 10:00 a.m. New York time on the Redemption Dateredemption date, an amount not no less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Date, redemption date of such Securities, in immediately available funds. Notwithstanding anything anytime to the contrary contained in this Article XI11, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII13) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Securityholders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's ’s and the Paying Agent’s prior written consent, no arrangement between the Company Issuer and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company Issuer agrees to indemnify the 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 Issuer and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m., New York City time, on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption PricePrice of, together and any accrued and unpaid Contingent Cash Interest with interest accrued to the Redemption Daterespect to, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Prices of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII10) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 Issuer shall deposit the amount due in connection with such redemption as required by Section 11.02 or it 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 (the "Purchasers") to purchase such securities Securities and to make the deposit required of it by Section 11.02 on its behalf by paying to the Trustee or the Paying Agent in trust for the HoldersSecurityholders, on or before 10:00 a.m. New York time on the Redemption Dateredemption date, an amount not no less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Date, redemption date of such Securities, in immediately available funds. Notwithstanding anything anytime to the contrary contained in this Article XI11, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII13) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Securityholders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's and the Paying Agent's prior written consent, no arrangement between the Company Issuer and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company Issuer agrees to indemnify the 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 Issuer and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities. Notwithstanding anything to the contrary contained in this Article XI11, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII13) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on five days prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 in the case of the Trustee's negligence or bad faith.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Debt Securities, the Company may arrange for the purchase and conversion of any Debt Securities called for redemption by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Debt Securities by paying to the Trustee or the Paying Agent in trust for the HoldersHolders of Debt Securities, on or before 10:00 a.m. New York time on the Redemption Date, an amount not less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, Date of such Debt Securities, in immediately available funds. Notwithstanding anything to the contrary contained in this Article XIEleven, the obligation of the Company to pay the Redemption PricePrice of such Debt Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Debt Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Debt Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Debt Securities, subject to payment to the Trustee or Paying Agent of the above amount as aforesaidabove-described amount. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Holders whose Debt Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies pay moneys deposited with it by the Company for the redemption of Debt Securities. Without the Trustee's and the Paying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Debt Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee and the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee and the Paying Agent from, and hold it them harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase purpose and conversion of any Debt Securities between the Company and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and the Paying Agent (including the fees and expenses of their agents and counsel) 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 Indenture.

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 (the "Purchasers") to purchase all or a portion of such securities Debentures by paying to the Trustee in trust for the HoldersHolders whose Debentures are to be so purchased, on or before the close of business on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Debentures, is not less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, Date of such SecuritiesDebentures. Notwithstanding anything to the contrary contained in this Article XIEleven, the obligation of the Company to pay the Redemption PricePrice of such Debentures, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers, but no such agreement shall relieve the Company of its obligation to pay such Redemption Price and such accrued interest, if any, until such amount is so paid by such purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are Debentures not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIFifteen) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Debentures are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of SecuritiesDebentures. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 SecuritiesSeries C Preferred Stock, the Company may arrange for the purchase and conversion of any Securities Series C Preferred Stock by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Series C Preferred Stock by paying to the Trustee Company or a paying agent designated by the Company in trust for the Holdersholders of Series C Preferred Stock, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest dividends accrued to the Redemption Datedate fixed for redemption, of such SecuritiesSeries C Preferred Stock. Notwithstanding anything to the contrary contained in this Article XISection 5, the obligation of the Company to pay the Redemption Priceredemption price of such Series C Preferred Stock, together with interest dividends accrued to the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are Series C Preferred Stock not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII) Section 8) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Series C Preferred Stock shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, any payment agent appointed by the Trustee Company shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 IndentureSeries C Preferred Stock.

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 not converted prior to the expiration of such conversion right by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Price, together with redemption price and interest accrued to the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption Price, together with redemption price of such Notes and interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers to such Noteholders. If such an agreement is entered into (into, a copy of which shall which, certified as true and correct by the Secretary or Assistant Secretary of the Company will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XIIXV) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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.as

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 (the "Purchasers") to purchase such securities Securities by paying to a Paying Agent (other than the Trustee 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 applicable Redemption Price, together with interest interest, if any, accrued to to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers; provided, however, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued 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 (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII4) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m. New York City time on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase in the same manner as it would monies money deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee or the Paying Agent in trust for the Holders, on or before 10:00 a.m. New York time on the Redemption Date, an amount not no less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, Date of such Securities, in immediately available funds. Notwithstanding anything to the contrary contained in this Article XITwelve, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIISixteen) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's and the Paying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee or the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee and the Paying Agent from, and hold it them 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and 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 Debt Securities, the Company may arrange for the purchase and conversion of any Debt Securities called for redemption by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Debt Securities (a copy of which shall be delivered to the Trustee by the Company prior to the relevant Redemption Date) by paying to the Trustee or the Paying Agent in trust for the HoldersHolders of Debt Securities, on or before 12:00 Noon (New York City time) on the Redemption Date, an amount not less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, Date of such SecuritiesDebt Securities and Additional Amounts, if any, in immediately available funds. Notwithstanding anything to the contrary contained in this Article XIEleven, the obligation of the Company to pay the Redemption PricePrice of such Debt Securities, together with interest including all accrued to the Redemption Dateinterest, if any, and Additional Amounts, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Debt Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Debt Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Debt Securities, subject to payment to the Trustee or Paying Agent of the above amount as aforesaidabove- described amount. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Holders whose Debt Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies pay moneys deposited with it by the Company for the redemption of Debt Securities. Without the Trustee's and the Paying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Debt Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee and the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee and the Paying Agent from, and hold it them harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase purpose and conversion of any Debt Securities between the Company and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and the Paying Agent (including the fees and expenses of their agents and counsel) 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 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued and unpaid to but excluding the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI, the obligation of the Company to pay the Redemption Price, together with interest accrued and unpaid to but excluding the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the written direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, of such Securities. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption Priceredemption price of such Securities, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Datedate fixed for redemption), any Securities called for redemption that are not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XIIXV) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the written direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers to which the Trustee has not consented in writing, including the costs and expenses, including reasonable legal fees, incurred by the 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 not converted prior to the expiration of such conversion right by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall which, certified as true and correct by the Secretary or Assistant Secretary of the Company will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII15) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the Trustee from, and hold it harmless against, any and all loss, liability liability, damage, claim 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 Issuer 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee or the Paying Agent in trust for the HoldersHolders of Securities, on or before 10:00 a.m. Eastern Time on the Redemption Dateredemption date, an amount not less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Date, redemption date of such Securities, in immediately available funds. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of that series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment to the Trustee or Paying Agent of the above amount as aforesaidabove-described amount. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies pay moneys deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's ’s and the Paying Agent’s prior written consent, no arrangement between the Company Issuer and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee and the Paying Agent as set forth in this Indenture, and the Company Issuer agrees to indemnify the Trustee and the Paying Agent from, and hold it them harmless against, any loss, liability or expense arising owing out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company Issuer and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and Paying Agent (including the fees and expenses of their agents and counsel) 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 Indenture.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Debt Securities, the Company may arrange for the purchase and conversion of any Debt Securities called for redemption by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Debt Securities by paying to the Trustee or the Paying Agent in trust for the HoldersHolders of Debt Securities, on or before 10:00 a.m. [New York], time on the Redemption Date, an amount not less than the applicable Redemption Price, together with interest interest, if any, accrued to the Redemption Date, Date of such Debt Securities, in immediately available funds. Notwithstanding anything to the contrary contained continued in this Article XIEleven, the obligation of the Company to pay the Redemption PricePrice of such Debt Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Debt Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Debt Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Debt Securities, subject to payment to the Trustee or Paying Agent of the above amount as aforesaidabove-described amount. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Holders whose Debt Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies pay moneys deposited with it by the Company for the redemption of Debt Securities. Without the Trustee's and the Paying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Debt Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee and the Paying Agent as set forth in this Indenture, and the Company agrees to indemnify the Trustee and the Paying Agent from, and hold it them harmless against, any loss, liability or expense arising out of or in connection with any such arrangement for the purchase purpose and conversion of or any Debt Securities between the Company and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and the Paying Agent (including the fees and expenses of their agents and counsel) 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 Indenture.. ARTICLE TWELVE SINKING FUNDS

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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIIII, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XIIXV) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers to which the Trustee has not consented in writing, including the costs and expenses, including reasonable legal fees, incurred by the 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 Issuer shall deposit the amount due in connection with such redemption as required by Section 11.02 or it 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 (the "Purchasers") to purchase such securities Securities and to make the deposit required of it by Section 11.02 on its behalf by paying to the Trustee or the Paying Agent in trust for the HoldersSecurityholders, on or before 10:00 a.m. New York time on the Redemption Dateredemption date, an amount not no less than the applicable Redemption Priceredemption price, together with interest interest, if any, accrued to the Redemption Date, redemption date of such Securities, in immediately available funds. Notwithstanding anything anytime to the contrary contained in this Article XI11, the obligation of the Company Issuer to pay the Redemption Priceredemption price of such Securities, together with interest including all accrued to the Redemption Dateinterest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders holders thereof may, at the option of the CompanyIssuer, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII12) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (last day on which Securities of such series called for redemption may be converted in accordance with this Indenture and the right to convert any terms of such Securities shall be extended through such time)Securities, subject to payment of the above amount as aforesaid. At The Trustee or the direction of the Company, the Trustee Paying Agent shall hold and dispose of pay to the Securityholders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies moneys deposited with it by the Company Issuer for the redemption of Securities. Without the Trustee's ’s and the Paying Agent’s prior written consent, no arrangement between the Company Issuer and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company Issuer agrees to indemnify the 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 Issuer and such Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee and 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 (the "Purchasers") to purchase such securities Securities by paying to a Paying Agent (other than the Trustee 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 applicable Redemption Price, together with interest accrued to and Additional Interest, if any, to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption PricePrice of such Securities, together with including all accrued interest accrued to the Redemption Dateand Additional Interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers; provided, however, 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 (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII4) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m. New York City time on the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee The Paying Agent shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase in the same manner as it would monies money deposited with it by the Company for the redemption of Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the Trustee 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 (the "Purchasers") to purchase such securities Securities by paying to the Trustee in trust for the HoldersSecurityholders, on or before prior to 10:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such Securities, is not less than the applicable Redemption PricePrice of, together and any accrued and unpaid interest (either cash interest or Contingent Cash Interest) with interest accrued to the Redemption Daterespect to, of such Securities. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Price, together with interest accrued to the Redemption Date, Prices of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)into, any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XII11) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the second Business Day prior to the Redemption Date (and the right to convert any such Securities shall be extended through such time)Date, subject to payment of the above amount as aforesaid. At the direction of the Company, the The Trustee shall hold and dispose of pay to the Holders whose Securities are selected for redemption any such amount paid to it by the Purchasers to the Holders for purchase and conversion in the same manner as it would monies moneys deposited with it by the Company for the redemption of Securities. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 not converted prior to the expiration of such conversion right by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI3, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall which, certified as true and correct by the Secretary or Assistant Secretary of the Company will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII15) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be deemed to have been extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers, including the costs and expenses, including reasonable legal fees, expenses incurred by the 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 the Securities, the Company may arrange for the purchase and conversion of any Securities by an agreement with one or more investment bankers or other purchasers (the "PurchasersPURCHASERS") to purchase such securities Securities by paying to the Trustee in trust for the Holders, on or before the Redemption Date, an amount not less than the applicable Redemption Price, together with interest accrued and unpaid to the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article XI10, the obligation of the Company to pay the Redemption Price, together with interest accrued and unpaid to the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchasers. If such an agreement is entered into (a copy of which shall be filed with the Trustee prior to the close of business on the second Business Day immediately prior to the Redemption Date), any Securities called for redemption that are not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers from such Holders and (notwithstanding anything to the contrary contained in this Article XII10) surrendered by such Purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of Securities. Without the Trustee'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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the Holders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Price, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIherein, the obligation of the Company to pay the Redemption PricePrice of such Notes, together with interest accrued to (but excluding) the Redemption Date, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date), any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders and (notwithstanding anything to the contrary contained in Article XIIherein) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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 Purchaserspurchasers to which the Trustee has not consented in writing, including the costs and expenses, including reasonable legal fees, incurred by the 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 by an agreement with one or more investment bankers or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XIThree, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest accrued to (but excluding) the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XIIFifteen) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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 by an agreement with one or more investment bankers banks or other purchasers (the "Purchasers") to purchase such securities Notes by paying to the Trustee in trust for the HoldersNoteholders, on or before the Redemption Datedate fixed for redemption, an amount not less than the applicable Redemption Priceredemption price, together with interest Interest accrued to and unpaid to, but excluding, the Redemption Datedate fixed for redemption, of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article XI, the obligation of the Company to pay the Redemption Priceredemption price of such Notes, together with interest Interest accrued to and unpaid to, but excluding, the Redemption Datedate fixed for redemption, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such Purchaserspurchasers. If such an agreement is entered into (into, a copy of which shall will be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date)date fixed for redemption, any Securities called for redemption that are Notes not duly surrendered for conversion by the Holders holders thereof may, at the option of the Company, be deemed, to the fullest extent permitted by law, and consistent with any agreement or agreements with such Purchasers, to be acquired by such Purchasers purchasers from such Holders holders and (notwithstanding anything to the contrary contained in Article XII) surrendered by such Purchasers purchasers for conversion, all as of immediately prior to the close of business on the Redemption Date date fixed for redemption (and the right to convert any such Securities Notes shall be extended through such time), subject to payment of the above amount as aforesaid. At the direction of the Company, the Trustee shall hold and dispose of any such amount paid to it by the Purchasers to the Holders in the same manner as it would monies deposited with it by the Company for the redemption of SecuritiesNotes. Without the Trustee's ’s prior written consent, no arrangement between the Company and such Purchasers 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 Trustee as set forth in this Indenture, and the Company agrees to indemnify the 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, including reasonable legal fees, incurred by the 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.