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

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Trustee in trust for the Securityholders, on or 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 Redemption Price of such Securities. Notwithstanding anything to the contrary contained in this Article 11, the obligation of the Company to pay the Redemption Price of such Securities 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, any Securities 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 13) 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, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would 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 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 called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities Notes by paying to the Trustee in trust for the SecurityholdersHolders, on or prior to 10:00 11:00 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 SecuritiesNotes, is not less than the Redemption Price of such SecuritiesNotes. The Company shall promptly notify the Trustee in writing of any such agreement. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Notes 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, any Securities 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 1310) 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, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Holders whose Securities Notes are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 to the case of the extent such loss, liability, expense or cost results from Trustee's gross negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 before 11:00 a.m. New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price Price, together with any accrued interest accrued to, but not including, the Redemption Date of such Securities. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Securities, including all accrued interest shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus any accrued interest, to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m., New York City time, on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.7 shall ----------------- relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant redemption date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m. New York City time on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2006 Notes, the Company may arrange for the purchase and conversion of any Securities 2006 Notes called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities 2006 Notes by paying to a Paying Agent (other than the Trustee Company or `any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities2006 Notes, is not less than the Redemption Price Price, together with interest accrued to, but not including, the Redemption Date, of such Securities2006 Notes. Notwithstanding anything to the contrary contained in this Article 11III, the obligation of the Company to pay the Redemption Price of such Securities 2006 Notes, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.12 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on 2006 Notes called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities 2006 Notes called for redemption and not 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 13XII) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m. New York City time on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities 2006 Notes are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys money deposited with it by the Company for the redemption of Securities2006 Notes. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2006 Notes shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the 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 2006 Notes between the Company and such purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to, but excluding, the relevant redemption date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m. New York City time on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 before 11:00 a.m. New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price Price, together with any accrued and unpaid interest accrued to, but not including, the Redemption Date of such Securities. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Securities, including all accrued and unpaid interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus any accrued and unpaid interest, to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m., New York City time, on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange arrange, in lieu of redemption, for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase all or a portion of such Securities by paying to the Trustee in trust for the SecurityholdersHolders whose Securities are to be so purchased, on or prior to 10:00 a.m. New York City time 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 Redemption Price Price, together with interest, if any, accrued to, but excluding the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 11Three, the obligation of the Company to pay the Redemption Price of such Securities Securities, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers, 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, any Securities 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 13Ten) surrendered by such purchasers for conversion, all as of immediately prior to the close Close of business Business on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would 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, rights, immunities, 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 or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses (including counsel fees and expenses) incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this IndentureIndenture except to the extent arising from its bad faith, except in the case of the Trustee's negligence willful misconduct or willful misconductnegligence.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 a.m. before 12:00 p.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price of such Securities. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Securities, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 12:00 p.m. New York City time on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2020 Debentures, the Company may arrange for the purchase and conversion of any Securities 2020 Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities 2020 Debentures by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 before 11:00 a.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities2020 Debentures, is not less than the Redemption Price of such Securities2020 Debentures. Notwithstanding anything to the contrary contained in this Article 11III, the obligation of the Company to pay the Redemption Price of such Securities 2020 Debentures, including interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.12 shall relieve the Company of its obligation to pay the Redemption Price on 2020 Debentures called for redemption. If such an agreement is entered into, any Securities 2020 Debentures called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 13III) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 A.M. New York City time on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities 2020 Debentures are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys money deposited with it by the Company for the redemption of Securities2020 Debentures. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2020 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the 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 2020 Debentures between the Company and such purchasers, including the costs and expenses incurred by the Trustee Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, except in accordance with the case of indemnity provisions applicable to the Trustee's negligence or willful misconductTrustee set forth herein.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the Securityholders, on or prior to 10:00 a.m. before 11:00 A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant redemption date, on Securities called for redemption. If such an agreement is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant redemption date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 A.M. New York City time on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying in cash to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 a.m. before 11:00 a.m., New York City time time, on the Redemption Dateredemption date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price redemption price, together with interest accrued and unpaid to, but not including, the redemption date (unless the redemption date is an interest payment date, in which case accrued interest will be paid in the ordinary course), of such Securities. Notwithstanding anything to the contrary contained in this Article 11Three, the obligation obligations of the Company to pay the Redemption Price redemption price of such Securities Securities, including all accrued and unpaid interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the redemption price, plus accrued and unpaid interest to but excluding the relevant redemption date (unless the redemption date is an interest payment date, in which case the accrued interest will be paid in the ordinary course) on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, into any Securities called for redemption and not 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 13Ten) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m., New York City time, on the Business Day prior to the Redemption Dateredemption date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities2020 Debentures, the Company may arrange for the purchase and conversion of any Securities 2020 Debentures called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities 2020 Debentures by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 a.m. before 11:00 A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities2020 Debentures, is not less than the Redemption Price of such Securities2020 Debentures. Notwithstanding anything to the contrary contained in this Article 11Eleven, the obligation of the Company to pay the Redemption Price of such Securities 2020 Debentures, including interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 1108 shall relieve the Company of its obligation to pay the Redemption Price on 2020 Debentures called for redemption. If such an agreement is entered into, any Securities 2020 Debentures called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 13Fourteen) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 A.M. New York City time on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities 2020 Debentures are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys money deposited with it by the Company for the redemption of Securities2020 Debentures. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities 2020 Debentures shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the 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 2020 Debentures between the Company and such purchasers, including the costs and 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, except in accordance with the case of indemnity provisions applicable to the Trustee's negligence or willful misconductTrustee set forth herein.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 a.m. before 11:00 a.m., New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price Price, together with, accrued and unpaid cash interest if any, and accrued and unpaid Liquidated Damages, if any, to, but not including, the Redemption Date of such Securities. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Securities, including accrued and unpaid cash interest, if any, and accrued and unpaid Liquidated Damages, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.07 shall relieve the Company of its obligation to pay the Redemption Price, plus any accrued and unpaid cash interest, if any, and accrued and unpaid Liquidated Damages, if any, to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m., New York City time, on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Trustee in trust for the Securityholders, on or 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 Redemption Price Price, together with interest accrued to, but not including, the Redemption Date, of such Securities. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Securities, including all accrued interest, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price, plus accrued interest to but excluding the relevant Redemption Date, on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m. New York City time on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange arrange, in lieu of redemption, for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase all or a portion of such Securities by paying to the Trustee in trust for the SecurityholdersHolders whose Securities are to be so purchased, on or prior to 10:00 a.m. New York City time before the close of business on the Redemption Dateredemption 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 Redemption Price Price, together with interest, if any, accrued to the redemption date, of such Securities. Notwithstanding anything to the contrary contained in this Article 11III, the obligation of the Company to pay the Redemption Price of such Securities Securities, including all accrued interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers, 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, any Securities 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 13X) surrendered by such purchasers for conversion, all as of immediately prior to the close of business on the Business Day prior to the Redemption Dateredemption date, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would 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, rights, immunities, 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 or expense arising out of or in connection with any such arrangement for the purchase and conversion of any Securities between the Company and such purchasers, including the costs and expenses (including counsel fees and expenses) incurred by the Trustee in the defense of any claim or liability arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this IndentureIndenture except to the extent arising from its bad faith, except in the case of the Trustee's negligence willful misconduct or willful misconductnegligence.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 a.m. before 12:00 p.m. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price of such Securities. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Securities, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.07 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, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 12:00 p.m. New York City time on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys money deposited with it by the Company for the redemption of Securities. Without the Trustee's Paying Agent’s prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to before 10:00 a.m. New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price of such Securities. If such an agreement is entered into a copy thereof shall be filed with the Trustee prior to the close of business on the Business Day immediately prior to the Redemption Date. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price on Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 10:00 a.m., New York City time, on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys money deposited with it by the Company for the redemption of Securities. Without the Trustee's Paying Agent’s prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the 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 purchasers, including the costs and 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, except in the case of the Trustee's negligence or willful misconduct.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 a.m. before 11:00 a.m., New York City time time, on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price of such SecuritiesPrice. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price of Securities called for redemption. If such an agreement with one or more investment banks or other purchasers is entered into, any Securities called for redemption and not 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 a.m., New York City time, on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, 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 called for redemption by an agreement with one or more investment bankers banks or other purchasers to purchase such Securities Notes by paying to the Trustee in trust for the SecurityholdersHolders of Notes, on or prior to 10:00 11:00 a.m. (New York City time time) on the Redemption Date, an amount that, together with any amounts deposited with the Trustee by the Company for the redemption of such SecuritiesNotes, is not less than the Redemption Price of such SecuritiesNotes. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Notes 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, any Securities 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 133 of the Supplemental Indenture) 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, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Holders whose Securities Notes are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to the Trustee in trust for the Securityholders, on or 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 Redemption Price of such Securities. Notwithstanding anything to the contrary contained in this Article 11, the obligation of the Company to pay the Redemption Price of such Securities 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, any Securities 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, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 13) 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, subject to payment of the above amount as aforesaid. The Trustee shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would 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 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 misconductbad faith.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the Securityholders, on or prior to 10:00 a.m. before 11:00 A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price of such Securities. Notwithstanding anything to the contrary contained in this Article 113, the obligation of the Company to pay the Redemption Price of such Securities Securities, including interest, if any, shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; provided, however, that nothing in this Section 3.7 shall relieve the Company of its obligation to pay the Redemption Price on Securities called for redemption. If such an agreement is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 134) surrendered by such purchasers for conversion, all as of immediately prior to the close of business 11:00 A.M. New York City time on the Business Day prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys 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 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 purchasers, including the costs and 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, except in accordance with the case of indemnity provisions applicable to the Trustee's negligence or willful misconductTrustee set forth in Section 9.7.

Conversion Arrangement on Call for Redemption. In connection with any redemption of Securities, the Company may arrange for the purchase and conversion of any Securities called for redemption by an agreement with one or more investment bankers or other purchasers to purchase such Securities by paying to a Paying Agent (other than the Trustee Company or any of its Affiliates) in trust for the SecurityholdersHolders, on or prior to 10:00 a.m. before 11:00 A.M. New York City time on the Redemption Date, an amount that, together with any amounts deposited with the Trustee such Paying Agent by the Company for the redemption of such Securities, is not less than the Redemption Price of such Securities. Notwithstanding anything to the contrary contained in this Article 11Article, the obligation of the Company to pay the Redemption Price of such Securities shall be deemed to be satisfied and discharged to the extent such amount is so paid by such purchasers; PROVIDED, HOWEVER, that nothing in this Section 10.7 shall relieve the Company of its obligation to pay the Redemption Price of the Securities called for redemption. If such an agreement is entered into, any Securities called for redemption and not duly surrendered for conversion by the Holders thereof prior to the relevant Redemption Date may, at the option of the CompanyCompany upon written notice to the Trustee, be deemed, to the fullest extent permitted by law, acquired by such purchasers from such Holders and (notwithstanding anything to the contrary contained in Article 13XI) surrendered by such purchasers for conversion, all as of immediately prior to the close of business on the Business Day immediately prior to the Redemption Date, subject to payment of the above amount as aforesaid. The Trustee Paying Agent shall hold and pay to the Holders whose Securities are selected for redemption any such amount paid to it for purchase and conversion in the same manner as it would moneys money deposited with it by the Company for the redemption of the Securities. Without the TrusteePaying Agent's prior written consent, no arrangement between the Company and such purchasers for the purchase and conversion of any Securities shall increase or otherwise affect any of the powers, duties, responsibilities or obligations of the 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 purchasers, including the costs and expenses incurred by the Trustee Paying Agent in the defense of any claim or liability reasonably incurred without negligence or bad faith on its part arising out of or in connection with the exercise or performance of any of its powers, duties, responsibilities or obligations under this Indenture, except in accordance with the case of indemnity provisions applicable to the Trustee's negligence or willful misconductTrustee set forth herein.