Common use of Adjustments Upon Certain Fundamental Changes Clause in Contracts

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities in connection with a Make-Whole Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with such Make-Whole Fundamental Change notwithstanding the fact that a Security may then also be convertible because another condition to conversion under Section 9.01 has been satisfied. (b) The number of Additional Shares will be determined by reference to the table attached as Exhibit B hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the first row of the table in Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities Notes in connection with a Make-Whole Fundamental Change, the Conversion Rate for such Securities Notes shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities Notes would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with such Make-Whole Fundamental Change notwithstanding the fact that a Security Note may then also be convertible because another condition to conversion under Section 9.01 6.01 has been satisfied. (b) The number of Additional Shares will shall be determined by reference to the table attached as Exhibit B Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (1) or (2) of the definition of Fundamental Changethereof, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. OtherwiseIn all other cases, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the first row of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.046.04. (d) The table in Exhibit B hereto sets forth In the hypothetical stock price and event that the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may are not be set forth in the table in Exhibit BSchedule A, in which casethen: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 100.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.046.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 31.31 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.046.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert Securities its Notes in connection with such Make-Whole Fundamental Change, the Company shall, under certain circumstances, pay a cash make-whole premium (a “Cash Make-Whole Premium”) by increasing the Conversion Rate for the Notes so surrendered for conversion as described below. A conversion of Notes shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Notes is received by the Conversion Agent from, and including, the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of a Make-Whole Fundamental Change that would have been a Fundamental Change but for the proviso in clause (2) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). (a) The amount by which the Conversion Rate is increased to reflect the Cash Make-Whole Premium in connection with a Make-Whole Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with such Make-Whole Fundamental Change notwithstanding the fact that a Security may then also be convertible because another condition to conversion under Section 9.01 has been satisfied. (b) The number of Additional Shares will be determined by reference to the table attached as Exhibit B Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed paid) per share of the Company’s Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive only cash in any Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading Day period period, and including, ending on the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. However, if the consideration for Common Stock in any Make-Whole Fundamental Change described in clause (2) of the definition of Fundamental Change is comprised entirely of cash, for any conversion of Notes in connection with such Make-Whole Fundamental Change, the Company’s obligation to convert the Notes into cash will be calculated based solely on the Stock Price for the transaction and will be deemed to be an amount equal to the applicable Conversion Rate (including any increase to reflect the Cash Make-Whole Premium as described in this Section 4.07), multiplied by such Stock Price. In such event, the Company’s obligation to convert the Notes into cash will be determined and paid to Holders in cash on the third Business Day following the Conversion Date. The Company will notify Holders of the Effective Date of any Make-Whole Fundamental Change and issue a press release announcing such Effective Date no later than 5 Business Days after such Effective date. (cb) The Stock Prices set forth in the first row of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares Conversion Rate adjustment amounts set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.044.05. (dc) The table in Exhibit B Schedule A hereto sets forth the hypothetical stock price amount, if any, by which the applicable Conversion Rate will be increased for each Stock Price and Effective Date set forth in the number of additional shares to be received per $1,000 Principal Amount of Securitiestable. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit BSchedule A, in which case: (i) If if the Stock Price is between two Stock Price amounts Prices in the table or the Effective Date is between two Effective Dates in the table, the number amount of Additional Shares will the Conversion Rate adjustment shall be determined by a straight-line interpolation between the number amount of Additional Shares the Conversion Rate adjustment set forth for the higher and lower Stock Price amounts Prices and the two datesearlier and later Effective Dates, as applicable, based on a 365-day year.; (ii) If if the Stock Price is greater than $95.00 45.00 per share (subject to adjustment in the same manner as the Conversion Rate as Stock Prices set forth in the table in Schedule A pursuant to Section 9.044.06(b) above), no Additional Shares adjustment to the Conversion Rate will be issued upon conversion.made; and (iii) If if the Stock Price is less than $25.98 10.61 per share (subject to adjustment adjustments in the same manner as the Conversion Rate as Stock Prices set forth in the table in Schedule A pursuant to Section 9.044.06(b) above), no Additional Shares adjustment to the Conversion Rate will be issued upon conversionmade. Notwithstanding the foregoing, in no event will shall the total number of shares of Common Stock issuable upon conversion Conversion Rate exceed 38.4911 94.2507 shares of Common Stock per $1,000 Principal Amount principal amount of SecuritiesNotes, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.044.05. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities in connection with either (i) a Make-Whole Fundamental ChangeChange (as determined after giving effect to any exceptions or exclusions to such definition, including, without limitation, the last paragraph in Section 12.01(a)), or (ii) following a Termination of Trading, then the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock Shares (the “"Additional Shares”") as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall will be deemed to have occurred in connection with such Make-Whole Fundamental Change notwithstanding or Termination of Trading, as the fact case may be only if: (A) in the case of a Fundamental Change described in clause (ii) of the definition of Fundamental Change, such Securities are surrendered for conversion from and after the date that is 30 calendar days prior to the anticipated Effective Date of such Fundamental Change through and including the second Trading Day immediately preceding the related Fundamental Change Purchase Date, or (B) in the case of a Security may then also be convertible because another condition Fundamental Change described in clauses (i), (iii) and (iv) of the definition of Fundamental Change, such Securities are surrendered for conversion from and after the Effective Date of such Fundamental Change through and including the second Trading Day immediately preceding the related Fundamental Change Purchase Date, or (C) in the case of a Termination of Trading, such Securities are surrendered for conversion from and after the date of the Termination of Trading through and including the 30th day following such date unless the Company has relisted the Common Shares on a U.S. national securities exchange or the Toronto Stock Exchange prior to conversion under Section 9.01 the date that the Securities are surrendered for conversion. The Company shall notify Holders at least 30 calendar days prior to the anticipated Effective Date of any Fundamental Change described in clause (ii) of the definition of Fundamental Change or as soon as reasonably practicable after the Company has been satisfiednotified that the Common Shares have been delisted by the relevant stock exchange, and it will update its notice promptly if the anticipated effective date subsequently changes. (b) The number of Additional Shares will be determined by reference to the table attached as Exhibit B Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “"Effective Date”") and the price (the “Stock "Share Price”") paid per share of Common Stock Share in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2ii) of the definition of Fundamental Change, and holders of Common Stock Shares receive only cash in such Make-Whole that Fundamental Change, the Stock Share Price shall be the cash amount paid per shareCommon Share. Otherwise, the Stock Share Price shall be the average of the Last Reported Closing Sale Prices of Common Stock Shares over the five Trading Trading-Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental ChangeChange or the delisting event related to the Termination of Trading, as the case may be. (c) The Stock Share Prices set forth in the first row of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Share Prices shall equal the Stock Share Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such the adjustment giving rise to the Share Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 9.0413.04. (d) The table in Exhibit B Schedule A hereto sets forth the hypothetical stock price Share Price and the number of additional shares Additional Shares to be received per $1,000 Principal Amount of Securities. The exact Stock Share Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit BSchedule A, in which case: (i) If the Stock Share Price is between two Stock Price amounts Share Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts Share Prices and the two dates, as applicable, based on a 365-day 365¬day year. (ii) If the Stock Share Price is greater than $95.00 22.50 per share Common Share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04adjustment), no Additional Shares will be issued upon conversion. (iii) If the Stock Share Price is less than $25.98 5.49 per share Common Share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04adjustment), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock Shares issuable upon conversion exceed 38.4911 shares of 182.1493 Common Stock Shares per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.0413.04. (e) At If the Company is a party to any reclassification of the Common Shares (other than changes resulting from a subdivision or combination) or a consolidation, amalgamation, merger, binding share exchange, statutory arrangement, sale or conveyance of all or substantially all of the Company’s option's consolidated assets to another person or entity or other similar combination involving the Company, in lieu each case pursuant to which the Common Shares are convertible into Reference Property, then, pursuant to Section 13.06, at the effective time of increasing such transaction, the Securities will be convertible only into the Reference Property, if applicable (provided such Reference Property is not Ineligible Consideration). If the Company is required to increase the Conversion Rate for Securities converted in connection with such Fundamental Change by Additional Shares as described in this Section 9.06 in a result of such Fundamental Change, Securities so surrendered for conversion shall be settled as follows: (i) if the event date on which the Securities are surrendered for conversion is prior to the third Trading Day immediately preceding the Effective Date of a Make-Whole the Fundamental Change, the Company may elect to make a cash payment shall (A) deliver the amount of Common Shares, based on the Conversion Rate then in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal effect without regard to the number of Additional Shares to be added to the Conversion Rate as described above in this Section 13.05, on the third Trading Day immediately following the applicable Conversion Date; and (B) as soon as practicable following the Effective Date of the Fundamental Change, deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable in respect of the Additional Shares pursuant to such Fundamental Change; provided, such Reference Property is not Ineligible Consideration; and (ii) if the date on which the Securities are surrendered for conversion is on or after the third Trading Day immediately preceding the Effective Date of the Fundamental Change, the Company shall deliver an amount of Reference Property equal to the amount of Reference Property that would have been issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in Securities immediately after giving effect to the Fundamental Change Company Notice. Once this notice has been based on the Conversion Rate as increased by the Additional Shares; provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or such Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d)is not Ineligible Consideration.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities in connection with at any time from and after the date that is 30 Business Days prior to the anticipated effective date of a Make-Whole Fundamental Change until the Fundamental Change Repurchase Date (or, if there is no Fundamental Change Repurchase Date because the 105% Exception is applicable, then until 30 Business Days following the date of such Fundamental Change, determined without regard to the 105% Exception), the Conversion Rate for such applicable to each $1,000 Principal Amount of converted Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with such Make-Whole Fundamental Change notwithstanding the fact that a Security may then also be convertible because another condition to conversion under Section 9.01 has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Exhibit B hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Make-Whole Effective Date”) and the price (the “Stock Price”; provided that if the actual Stock Price is between two Stock Price amounts in such table or the Make-Whole Effective Date is between two Make-Whole Effective Dates in such table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Price amounts and the two nearest Make-Whole Effective Dates, as applicable, based on a 365-day year; provided further that if (1) paid the Stock Price is greater than $75.00 per share of Common Stock (subject to adjustment in the Fundamental Change. If same manner as set forth in Section 9.03), no Additional Shares will be added to the Make-Whole Fundamental Change is a transaction described in clause Conversion Rate, and (2) the Stock Price is less than $18.90 per share (subject to adjustment in the same manner as set forth in Section 9.03), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of the definition of Fundamental Change, and holders Additional Shares of Common Stock receive only cash issuable upon conversion exceed 8.8183 per $1,000 Principal Amount (subject to adjustment in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Changesame manner as set forth in Section 9.03). (c) The Stock Prices set forth in the first row of the table in Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to such the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such within the table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.049.03 (other than by operation of an adjustment to the Conversion Rate by adding Additional Shares). (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, Upon surrender of Securities for conversion in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of connection with a Make-Whole Fundamental Change, the Company may elect to make a cash payment shall deliver, in respect lieu of shares of Common Stock, including the Additional Shares. Such , cash payment or a combination of cash and shares of Common Stock as provided under Section 9.02; provided, however, that if the consideration for the Common Stock in any Make-Whole Fundamental Change described in clause (ii) of the definition of Change of Control Event is comprised entirely of cash, for any conversion of Securities following the Make-Whole Effective Date of such Make-Whole Fundamental Change, the conversion obligation will be calculated based solely on the Stock Price for the transaction and will be deemed to any Holder electing to convert its Securities would be an amount equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B applicable Conversion Rate (including any adjustment) multiplied by the effective share price Stock Price. In such event, the conversion obligation shall be determined and paid to Holders in cash on the third Business Day following the Conversion Date. The Company shall notify holders of the transaction which constitutes Make-Whole Effective Date and issue a Fundamental Change. Any press release announcing such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its electionMake-Whole Effective Date no later than five Business Days after such Make-Whole Effective Date. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with If at any time the Company obtains knowledge that a Make-Whole Fundamental Change on will occur, then, no later than 30 Business Days prior to the anticipated effective date of such Make-Whole Fundamental Change (or, in the event that the Company obtains knowledge of such Make-Whole Fundamental Change less than 30 Business Days before such anticipated effective date, no later of (i) five days than 3 Business Days after the effectiveness date on which the Company obtains such knowledge), the Company shall notify Holders of the Securities, the Trustee and the Paying Agent of the occurrence and anticipated effective date of such Make-Whole Fundamental Change and (ii) the settlement date for shall disseminate a press release through Reuters Economic Services and Bloomberg Business News stating that it expects a Make-Whole Fundamental Change to occur with respect to the Securities set forth in Section 9.02(d)and identifying the anticipated effective date of such Make-Whole Fundamental Change.

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs prior to the Final Maturity Date and a Holder elects to convert its Securities in connection with a such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. Any A conversion occurring at a time when of Securities shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Securities would be convertible in light is received by the Conversion Agent from, and including, the Effective Date of the expected or actual occurrence Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th calendar day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Company shall deliver shares of Common Stock as provided under Section 4.03, calculated based on the Conversion Rate as adjusted by the Additional Shares; provided, however, that if, at the effective time of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with Change, the Reference Property is comprised entirely of cash, then, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the amounts deliverable by the Company shall be calculated based solely on the “Stock Price” (as defined below) for the Make-Whole Fundamental Change notwithstanding and shall be deemed to be an amount equal to the fact that a Security may then also Conversion Rate (including any adjustment for Additional Shares) multiplied by such Stock Price. In such event, the amounts deliverable by the Company shall be convertible because another condition determined and paid to conversion under Section 9.01 has been satisfiedholders in cash on the third Business Day following the Conversion Date. (bc) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B heretobelow, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) holders of the definition of Fundamental Change, and holders of Common Stock receive only cash in such a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading ten Trading-Day period ending on on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The following table sets forth the number of additional shares to be received per $1,000 principal amount of Securities (for Securities denominated in $1,000 increments) for each stock price and effective date set forth below: 04/01/17 2625.0000 575.9000 197.0000 107.4000 72.7750 55.2400 25.9400 12.8800 04/01/18 2625.0000 561.6000 179.0500 93.5000 62.2500 47.0000 22.1200 11.0050 04/01/19 2625.0000 547.1000 158.8500 78.0667 50.8500 38.2200 18.1100 9.0300 04/01/20 2625.0000 533.1000 135.6500 60.8000 38.5750 28.9600 13.9000 6.9000 04/04/21 2625.0000 520.1000 108.1000 41.3667 25.5250 19.3600 9.4800 4.7400 04/01/22 2625.0000 509.1000 72.8500 19.7333 12.3750 9.7200 4.8500 2.4250 4/1/2023 2625.0000 500.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The number of additional shares to be received per $1.00 prinicipal amount of Securities (for Securities denominated in $1.00 increments) for each stock price and effective date will be the number corresponding to such stock price and effective date set forth in the table above divided by 1,000. The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case: (i) If the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year. (cii) If the Stock Price is greater than $20.00 per share (subject to adjustment pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. (iii) If the Stock Price is less than $0.32 per share (subject to adjustments pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. (d) The Stock Prices set forth in the first row column headings of the table in Exhibit B hereto above shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.044.04. (e) At The Company shall notify the Company’s option, in lieu Holders of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect Securities of the Additional Shares. Such cash payment to Effective Date of any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d)issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities in connection with a Make-Whole Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall be deemed occurs and a Holder elects to have occurred convert its Notes in connection with such Make-Whole Fundamental Change notwithstanding at any time from, and including the fact that Effective Date (as defined below) of such Make-Whole Fundamental Change to, and including the Business Day immediately preceding the related Fundamental Change Purchase Date, the Company shall increase the Conversion Rate for the Notes so surrendered for conversion by a Security may then also be convertible because another condition to conversion under number of additional shares of Common Stock (the "Additional Shares") as set forth in this Section 9.01 has been satisfied5.05. (b) The number of Additional Shares will Shares, if any, shall be determined by reference to the table attached as Exhibit B hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “"Effective Date”") and the price (the “"Stock Price”") paid or deemed paid per share of the Common Stock in the Make-Whole Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per shareshare of the Common Stock. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over on each of the five [five] consecutive Trading Day period Days ending on the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental ChangeDate. (c) The Stock Prices Price set forth in Section 5.05(b) shall represent the first row Make-Whole Fundamental Change Conversion Price with respect to each $100 principal amount of Note. If the table in Exhibit B hereto shall be adjusted as of any date on which Make-Whole Fundamental Change Conversion Price is less than the Conversion Rate of Price, then the Securities is adjusted. The adjusted Stock Prices difference between the two prices shall equal determine the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will to be adjusted in received per $100 principal amount of Note upon a Make-Whole Fundamental Change conversion, with any fractional share rounded up to the same manner as next whole share. If the Make-Whole Fundamental Change Conversion Price is equal to or more than the Conversion Rate as set forth in Section 9.04Price, there shall not be any Additional Shares upon a Make-Whole Fundamental Change conversion. (d) The table in Exhibit B hereto sets forth Company shall notify the hypothetical stock price and the number Holders of additional shares to be received per $1,000 Principal Amount Notes of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two of any Make-Whole Fundamental Change by issuing a press release (and make the press release available on the Company's website) announcing such Effective Dates Date as soon as practicable after the Company first determines the anticipated Effective Date of such Make-Whole Fundamental Change. The Company will use commercially reasonable efforts to make such determination in time to deliver such notice no later than [20] Business Days in advance of such anticipated Effective Date, and will update the table, notice promptly if the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversionanticipated Effective Date subsequently changes. Notwithstanding the foregoing, in no event will the total number Company be required to provide such notice to the Holders and the Trustee before the earlier of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner such time as the Conversion Rate as set forth in Section 9.04. (e) At Company publicly discloses or acknowledges the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect circumstances giving rise to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) or is required to publicly disclose under applicable law or the settlement date for rules of any stock exchange on which the Securities set forth in Section 9.02(d)Company's equity is then listed the circumstances giving rise to such anticipated Make-Whole Fundamental Change.

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities Notes in connection with a Make-Whole Fundamental Change, the Conversion Rate for such Securities Notes shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities Notes would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with such Make-Whole Fundamental Change notwithstanding the fact that a Security Note may then also be convertible because another condition to conversion under Section 9.01 6.01 has been satisfied. (b) The number of Additional Shares will shall be determined by reference to the table attached as Exhibit B Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (1) or (2) of the definition of Fundamental Changethereof, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. OtherwiseIn all other cases, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the first row of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities Notes is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.046.04. (d) The table in Exhibit B hereto sets forth In the hypothetical stock price and event that the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may are not be set forth in the table in Exhibit BSchedule A, in which casethen: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 50.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.046.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 12.52 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.046.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Securities in connection with a such Make-Whole Fundamental Change, the Company shall increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) under the circumstances and as described below. Any A conversion occurring at a time when of Securities shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the Notice of Conversion of the Securities would be convertible in light is received by the Conversion Agent from, and including, the effective date of the expected or actual occurrence Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of a Make-Whole Fundamental Change shall be deemed to that would have occurred been a Fundamental Change but for proviso (ii) in connection with clause (2) of the definition thereof, the 35th Trading Day immediately following the effective date of such Make-Whole Fundamental Change notwithstanding the fact that a Security may then also be convertible because another condition to conversion under Section 9.01 has been satisfiedChange). (b) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased shall be determined by reference to the table attached as Exhibit B Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Make-Whole Effective Date”) and the price Stock Price paid (the “Stock Price”or deemed paid) paid per share of Common Stock in the Make-Whole Fundamental Change; provided that if the actual Stock Price is between two Stock Price amounts in such table or the Make-Whole Effective Date is between two Make-Whole Effective Dates in such table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Price amounts and the earlier and later Effective Dates, as applicable, based on a 365-day year; provided further that if (1) the Stock Price is greater than $75.00 per share of Common Stock (subject to adjustment in the same manner and at the same time as set forth in Section 7.06(c)), no Additional Shares will be added to the Conversion Rate, and (2) the Stock Price is less than $25.24 per share (subject to adjustment in the same manner as set forth in Section 7.06(c)), no Additional Shares will be added to the Conversion Rate. If Notwithstanding the foregoing, in no event will the total number of Additional Shares issuable upon conversion in connection with a Make-Whole Fundamental Change is a transaction described exceed 6.6033 shares per $1,000 Principal Amount of Securities provided that this limit will be subject to adjustment in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash same manner as set forth in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental ChangeSection 7.03). (c) The Stock Prices set forth in the first row column headings of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner and at the same time as the Conversion Rate as set forth in Section 9.047.03 (other than by operation of an adjustment to the Conversion Rate by adding Additional Shares). (d) The table in Exhibit B Schedule A hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (iie) If Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner Company shall pay or deliver, as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoingcase may be, in no event will the total number lieu of shares of Common Stock issuable upon conversion exceed 38.4911 Stock, including the Additional Shares, cash or a combination of cash and shares of Common Stock as provided under Section 7.02; provided, however, that if the consideration for the Common Stock in any Make-Whole Fundamental Change described in clause (2) of the definition of Fundamental Change is comprised entirely of cash, for any conversion of Securities following the Make-Whole Effective Date, the conversion obligation will be calculated based solely on the Stock Price for the transaction and will be deemed to be an amount of cash per $1,000 Principal Amount of Securitiesconverted Securities equal to the applicable Conversion Rate (including any adjustment) multiplied by the Stock Price. In such event, subject the conversion obligation shall be determined and paid to adjustments Holders in cash on the same manner as third Business Day following the Conversion Rate as set forth in Section 9.04Date. The Company shall notify Holders of the Make-Whole Effective Date (the “Make-Whole Fundamental Change Notice”) and issue a press release announcing such Make-Whole Effective Date no later than five Business Days after such Make-Whole Effective Date. (ef) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 7.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B Schedule A multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs prior to the Final Maturity Date and a Holder elects to convert its Securities in connection with a such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. Any A conversion occurring at a time when of Securities shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Securities would be convertible in light is received by the Conversion Agent from, and including, the Effective Date of the expected or actual occurrence Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that would have been a Fundamental Change but for the proviso in clause (2) of the definition thereof, the 35th calendar day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Company shall deliver shares of Common Stock as provided under Section 4.03, calculated based on the Conversion Rate as adjusted by the Additional Shares; provided, however, that if, at the effective time of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with Change, the Reference Property is comprised entirely of cash, then, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the amounts deliverable by the Company shall be calculated based solely on the “Stock Price” (as defined below) for the Make-Whole Fundamental Change notwithstanding and shall be deemed to be an amount equal to the fact that a Security may then also Conversion Rate (including any adjustment for Additional Shares) multiplied by such Stock Price. In such event, the amounts deliverable by the Company shall be convertible because another condition determined and paid to conversion under Section 9.01 has been satisfiedholders in cash on the third Business Day following the Conversion Date. (bc) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B heretobelow, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading ten Trading-Day period ending on on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The following table sets forth the number of additional shares to be received per $1,000 principal amount of notes for each stock price and effective date set forth below: October 15, 2009 19.4476 15.2594 13.3239 11.7465 10.4551 6.3501 3.0768 1.6951 0.9661 0.5434 0.2830 0.1226 October 15, 2010 19.4476 14.9732 12.9046 11.2494 9.9107 5.8301 2.7801 1.5351 0.8761 0.4918 0.2530 0.1063 October 15, 2011 19.4476 14.4934 12.2369 10.4785 9.0774 5.0601 2.3568 1.3076 0.7481 0.4184 0.2115 0.0826 October 15, 2012 19.4476 13.6180 11.0879 9.1817 7.7132 3.8901 1.7568 0.9901 0.5741 0.3201 0.1558 0.0526 October 15, 2013 19.4476 11.5052 8.6344 6.5952 5.1527 2.1001 0.9568 0.5676 0.3361 0.1868 0.0830 0.0151 October 15, 2014 19.4476 6.5353 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case: (i) If the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year. (cii) If the Stock Price is greater than $80.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. (iii) If the Stock Price is less than $10.30 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 97.0874 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 4.04. (d) The Stock Prices set forth in the first row column headings of the table in Exhibit B hereto above shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.044.04. (e) At The Company shall notify the Company’s option, in lieu Holders of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect Securities of the Additional Shares. Such cash payment to Effective Date of any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d)issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Adjustments Upon Certain Fundamental Changes. (a) If Notwithstanding anything herein to the contrary, the Conversion Rate applicable to each Note that is surrendered for conversion, in accordance with this Article X, at any time during the period (the “Make-Whole Conversion Period”) that begins on, and includes, the effective date of a Holder elects Make-Whole Fundamental Change and ends on, and includes, the date that is 35 Business Days after the actual effective date of such Make-Whole Fundamental Change (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change, the second scheduled Trading Day immediately preceding the Fundamental Change Purchase Date applicable to convert Securities in connection such Fundamental Change) shall be increased to an amount equal to the Conversion Rate that would, but for this Section 10.07, otherwise apply to such Note pursuant to this Article X, plus an amount equal to the Make-Whole Applicable Increase; provided, however, that such increase to the Conversion Rate shall not apply if such Make-Whole Fundamental Change is announced by the Issuer but not consummated. The additional consideration deliverable or payable hereunder on account of any Make-Whole Applicable Increase with respect to a Note surrendered for conversion is herein referred to as the “Make-Whole Consideration.” (b) As used herein, “Make-Whole Applicable Increase” shall mean, with respect to a Make-Whole Fundamental Change, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with such Make-Whole Fundamental Change notwithstanding the fact that a Security may then also be convertible because another condition to conversion under Section 9.01 has been satisfied. (b) The number of Additional Shares will be determined by reference to the table attached as Exhibit B hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the first row of the table in Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the following table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal which corresponds to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness date of such Make-Whole Fundamental Change (the “Make-Whole Effective Date”) and (ii) the settlement date for the Securities set forth in Section 9.02(d).Applicable Price of such Make-Whole Fundamental Change:

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs prior to the Final Maturity Date and a Holder elects to convert its Securities in connection with a such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. Any A conversion occurring at a time when of Securities shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Securities would be convertible in light is received by the Conversion Agent from, and including, the Effective Date of the expected or actual occurrence Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th calendar day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Company shall deliver shares of Common Stock as provided under Section 4.03, calculated based on the Conversion Rate as adjusted by the Additional Shares; provided, however, that if, at the effective time of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with Change, the Reference Property is comprised entirely of cash, then, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the amounts deliverable by the Company shall be calculated based solely on the “Stock Price” (as defined below) for the Make-Whole Fundamental Change notwithstanding and shall be deemed to be an amount equal to the fact that a Security may then also Conversion Rate (including any adjustment for Additional Shares) multiplied by such Stock Price. In such event, the amounts deliverable by the Company shall be convertible because another condition determined and paid to conversion under Section 9.01 has been satisfiedholders in cash on the third Business Day following the Conversion Date. (bc) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B heretobelow, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the first row of the table in Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).the

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Securities in connection with a such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. Any A conversion occurring at a time when the of Securities would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall be deemed for these purposes to have occurred be “in connection with with” such Make-Whole Fundamental Change notwithstanding if the fact notice of conversion of the Securities is received by the Conversion Agent from, and including, the Scheduled Trading Day following the Effective Date of the Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Repurchase Date (or, in the case of an event that would have been a Security may then also be convertible because another condition to conversion under Section 9.01 has been satisfiedFundamental Change but for the proviso in clause (2) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of the Common Stock in the Make-Whole Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) holders of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Trading-Day period ending on the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the first row of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.045.04. (d) The table in Exhibit B Schedule A hereto sets forth the hypothetical stock price Stock Price, the Effective Date and the number of additional shares Additional Shares to be received added to the Conversion Rate per $1,000 Principal Amount principal amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit BSchedule A, in which case: (i) If the Stock Price is between two Stock Price amounts Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts Prices and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 150.00 per share (subject to adjustment in the same manner as the Conversion Rate as Stock Prices set forth in Section 9.04the table in Schedule A pursuant to clause (c)), no Additional Shares will shall be issued upon conversionadded to the Conversion Rate. (iii) If the Stock Price is less than $25.98 25.00 per share (subject to adjustment adjustments in the same manner as the Conversion Rate Stock Prices as set forth in Section 9.04the table in Schedule A pursuant to clause (c), no Additional Shares will shall be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will shall the total number of shares of Common Stock issuable upon conversion exceed 38.4911 40.0002 shares of Common Stock per $1,000 Principal Amount principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.045.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Holder elects to convert Securities in connection with at any time from and after the date that is 30 Scheduled Trading Days prior to the anticipated effective date of a Make-Whole Fundamental Change until the Fundamental Change Repurchase Date (or, if there is no Fundamental Change Repurchase Date because subclause (a) of the proviso in clause (ii) of the definition of Change of Control Event is applicable, then until 30 Business Days following the date of such Fundamental Change, determined without regard to subclause (a) of the proviso in clause (ii) of the definition of Change of Control Event), the Conversion Rate for such applicable to each $1,000 Principal Amount of converted Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with such Make-Whole Fundamental Change notwithstanding the fact that a Security may then also be convertible because another condition to conversion under Section 9.01 has been satisfied. (b) The number of Additional Shares by which the Conversion Rate will be increased shall be determined by reference to the table attached as Exhibit B hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Make-Whole Effective Date”) and the price (the “Stock Price”; provided that if the actual Stock Price is between two Stock Price amounts in such table or the Make-Whole Effective Date is between two Make-Whole Effective Dates in such table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the next higher and next lower Stock Price amounts and the two nearest Make-Whole Effective Dates, as applicable, based on a 365-day year; provided further that if (1) paid the Stock Price is greater than $200.00 per share of Common Stock (subject to adjustment in the Fundamental Change. If same manner as set forth in Section 9.03), no Additional Shares will be added to the Make-Whole Fundamental Change is a transaction described in clause Conversion Rate, and (2) the Stock Price is less than $60.46 per share (subject to adjustment in the same manner as set forth in Section 9.03), no Additional Shares will be added to the Conversion Rate. Notwithstanding the foregoing, in no event will the total number of the definition of Fundamental Change, and holders Additional Shares of Common Stock receive only cash issuable upon conversion exceed 3.3079 shares per $1,000 Principal Amount (subject to adjustment in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Changesame manner as set forth in Section 9.03). (c) The Stock Prices set forth in the first row of the table in Exhibit B hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate in effect immediately prior to such the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such within the table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.049.03 (other than by operation of an adjustment to the Conversion Rate by adding Additional Shares). (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.04. (e) At the Company’s option, Upon surrender of Securities for conversion in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of connection with a Make-Whole Fundamental Change, the Company may elect will pay or deliver cash or a combination of cash and shares of Common Stock as provided under Section 9.02 based on the Conversion Rate as increased to make a cash payment reflect the additional shares; provided, however, that if the consideration for the Common Stock in respect any Make-Whole Fundamental Change described in clause (ii) of the Additional Shares. Such cash payment definition of Change of Control Event is comprised entirely of cash, for any conversion of Securities following the Make-Whole Effective Date of such Make-Whole Fundamental Change, the conversion obligation will be calculated based solely on the Stock Price for the transaction and will be deemed to any Holder electing to convert its Securities would be an amount equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B applicable Conversion Rate (including any adjustment) multiplied by the effective share price Stock Price. In such event, the conversion obligation shall be determined and paid to Holders in cash on the third Business Day following the Conversion Date. The Company shall notify holders of the transaction which constitutes Make-Whole Effective Date and issue a Fundamental Change. Any press release announcing such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its electionMake-Whole Effective Date no later than five Business Days after such Make-Whole Effective Date. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with If at any time the Company obtains knowledge that a Make-Whole Fundamental Change on will occur, then, no later than 30 Scheduled Trading Days prior to the anticipated effective date of such Make-Whole Fundamental Change (or, in the event that the Company obtains knowledge of such Make-Whole Fundamental Change less than 30 Business Days before such anticipated effective date, no later of (i) five days than 3 Business Days after the effectiveness date on which the Company obtains such knowledge), the Company shall notify Holders of the Securities, the Trustee and the Paying Agent of the occurrence and anticipated effective date of such Make-Whole Fundamental Change and (ii) the settlement date for shall disseminate a press release through Reuters Economic Services and Bloomberg Business News stating that it expects a Make-Whole Fundamental Change to occur with respect to the Securities set forth in Section 9.02(d)and identifying the anticipated effective date of such Make-Whole Fundamental Change.

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs prior to the Final Maturity Date and a Holder elects to convert its Securities in connection with a such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. Any A conversion occurring at a time when of Securities shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Securities would be convertible in light is received by the Conversion Agent from, and including, the Effective Date of the expected or actual occurrence Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th calendar day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Company shall deliver shares of Common Stock as provided under Section 4.03, calculated based on the Conversion Rate as adjusted by the Additional Shares; provided, however, that if, at the effective time of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with Change, the Reference Property is comprised entirely of cash, then, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the amounts deliverable by the Company shall be calculated based solely on the “Stock Price” (as defined below) for the Make-Whole Fundamental Change notwithstanding and shall be deemed to be an amount equal to the fact that a Security may then also Conversion Rate (including any adjustment for Additional Shares) multiplied by such Stock Price. In such event, the amounts deliverable by the Company shall be convertible because another condition determined and paid to conversion under Section 9.01 has been satisfiedholders in cash on the third Business Day following the Conversion Date. (bc) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B heretobelow, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) holders of the definition of Fundamental Change, and holders of Common Stock receive only cash in such a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading ten Trading-Day period ending on on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The following table sets forth the number of additional shares to be received per $1,000 principal amount of notes for each stock price and effective date set forth below: February 15, 2014 36.9139 33.2210 28.3996 24.8085 22.0377 18.0255 15.2402 13.1977 9.9060 7.9230 4.9510 February 15, 2015 36.9139 30.4877 25.9139 22.5835 20.0266 16.3619 13.8325 11.9710 8.9860 7.1870 4.4935 February 15, 2016 36.9139 26.8877 22.5281 19.4710 17.2043 14.0165 11.8325 10.2377 7.6860 6.1510 3.8435 February 15, 2017 36.9139 22.4877 17.9996 15.2085 13.2821 10.7437 9.0479 7.8243 5.8760 4.6990 2.9360 February 15, 2018 36.9139 18.7377 12.0281 9.2835 7.8043 6.1983 5.2095 4.4977 3.3810 2.7070 1.6910 February 15, 2019 36.9139 18.7377 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case: (i) If the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year. (cii) If the Stock Price is greater than $40.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. (iii) If the Stock Price is less than $5.41 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the product of (x) the Conversion Rate (reflecting the increase, if any, pursuant to an adjustment for a Make-Whole Fundamental Change) and (ii) the aggregate principal amount of Securities issued under this Indenture, divided by 1,000, exceed the Aggregate Share Cap (subject to adjustments in the same manner as the Conversion Rate pursuant to Section 4.04). (d) The Stock Prices set forth in the first row column headings of the table in Exhibit B hereto above shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.044.04. (e) At The Company shall notify the Company’s option, in lieu Holders of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect Securities of the Additional Shares. Such cash payment to Effective Date of any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d)issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Adjustments Upon Certain Fundamental Changes. (a) If (i) a Holder elects to convert Securities at any time from and after the Effective Date (as defined below) of a Fundamental Change (in connection with the case of a Make-Whole transaction or event described in clause (1) in the definition thereof) or from and after the 40th Scheduled Trading Day prior to the anticipated Effective Date of a Fundamental ChangeChange (in the case of a transaction or event described in clause (2) in the definition thereof), and (ii) 10% or more of the consideration for the Company’s Common Stock in the Fundamental Change transaction consists of consideration other than Common Stock that is traded or scheduled to be traded immediately following such transaction on a national securities exchange, in each case until the 30th calendar day following the actual Effective Date (or, if later, the related Fundamental Change Purchase date), in certain circumstances described below, the Conversion Rate for such Securities shall will be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion occurring at a time when the Securities would be convertible in light The Company will notify Holders of the expected or actual occurrence of a Make-Whole any such Fundamental Change shall be deemed and issue a press release no later than 40 Scheduled Trading Days prior to have occurred the anticipated Effective Date of such transaction (in connection with such Make-Whole the case of a transaction or event described in clause (2) of the definition of Fundamental Change notwithstanding herein) or promptly following the fact that Effective Date of such Fundamental Change (in the case of a Security may then also be convertible because another condition to conversion under Section 9.01 has been satisfiedtransaction or event described in clause (1) of the definition thereof). (b) The number of Additional Shares by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of the Company’s Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Changethereof, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the first row of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will be adjusted in the same manner as the Conversion Rate as set forth in Section 9.046.04. (d) The table in Exhibit B Schedule A hereto sets forth the hypothetical stock price price, the Effective Date and the number of additional shares Additional Shares to be received added to the Conversion Rate per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit BSchedule A, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 110.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.046.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 46.23 per share (subject to adjustment adjustments in the same manner as the Conversion Rate as set forth in Section 9.046.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 21.6310 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.046.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Securities in connection with a such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. Any A conversion occurring at a time when of Securities shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Securities would be convertible in light is received by the Conversion Agent from, and including, the Effective Date of the expected or actual occurrence Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that would have been a Fundamental Change but for the proviso in clause (2) of the definition thereof, the 35th calendar day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Company shall deliver shares of Common Stock as provided under Section 4.03, calculated based on the Conversion Rate as adjusted by the Additional Shares; provided, however, that if, at the effective time of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with Change, the Reference Property is comprised entirely of cash, then, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the amounts deliverable by the Company shall be calculated based solely on the “Stock Price” (as defined below) for the Make-Whole Fundamental Change notwithstanding and shall be deemed to be an amount equal to the fact that a Security may then also Conversion Rate (including any adjustment for Additional Shares) multiplied by such Stock Price. In such event, the amounts deliverable by the Company shall be convertible because another condition determined and paid to conversion under Section 9.01 has been satisfiedholders in cash on the third Business Day following the Conversion Date. (bc) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B heretobelow, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading ten Trading-Day period ending on on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The following table sets forth the number of additional shares to be received per $1,000 principal amount of notes for each stock price and effective date set forth below: June 9, 2009 17.0940 13.5499 9.5775 7.0867 4.3210 3.0081 1.8421 1.3332 1.0315 0.8262 June 15, 2010 17.0940 13.3112 8.9163 6.2263 3.4147 2.2233 1.3183 0.9649 0.7585 0.6165 June 15, 2011 17.0940 12.9105 7.8854 4.8800 2.0297 1.1119 0.6240 0.4588 0.3563 0.2840 June 15, 2012 17.0940 12.6500 6.8366 2.9941 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 June 15, 2013 17.0940 11.4308 5.6208 2.2719 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 June 15, 2014 17.0940 9.6866 0.1628 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case: (i) If the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year. (cii) If the Stock Price is greater than $70.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. (iii) If the Stock Price is less than $13.50 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 74.0740 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 4.04. (d) The Stock Prices set forth in the first row column headings of the table in Exhibit B hereto above shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.044.04. (e) At The Company shall notify the Company’s option, in lieu Holders of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect Securities of the Additional Shares. Such cash payment to Effective Date of any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d)issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs and a Holder elects to convert its Securities in connection with a such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. Any A conversion occurring at a time when of Securities shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Securities would be convertible in light is received by the Conversion Agent from, and including, the Effective Date of the expected Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that would have been a Fundamental Change but for the proviso in clause (2) of the definition thereof, the 35th Trading Day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Company shall have the right to deliver, in lieu of shares of Common Stock, including the Additional Shares, cash or actual occurrence a combination of cash and shares of Common Stock as provided under Section 12.01(a)(iv); provided, however, that if, at the effective time of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with Change, the Reference Property is comprised entirely of cash, then, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the amounts deliverable by the Company shall be calculated based solely on the “Stock Price” (as defined below) for the Make-Whole Fundamental Change notwithstanding and shall be deemed to be an amount equal to the fact that a Security may then also Conversion Rate (including any adjustment for Additional Shares) multiplied by such Stock Price. In such event, the amounts deliverable by the Company shall be convertible because another condition determined and paid to conversion under Section 9.01 has been satisfiedholders in cash on the third Business Day following the Conversion Date. (bc) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B Schedule A hereto, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading ten Trading-Day period ending on on, and including, the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. The exact Stock Prices and Effective Dates may not be set forth in the table in Schedule A, in which case: (i) If the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year. (cii) If the Stock Price is greater than $50.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. (iii) If the Stock Price is less than $8.89 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 112.4859 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 12.04. (d) The Stock Prices set forth in the first row column headings of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.0412.04. (e) At The Company shall notify the Company’s option, in lieu Holders of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect Securities of the Additional Shares. Such cash payment to Effective Date of any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d)issue a press release announcing such Effective Date no later than five business days after such Effective Date.

Adjustments Upon Certain Fundamental Changes. (a) If (i) a Holder elects to convert Securities as described in Section 5.01(a)(iv) in connection with a Make-Whole corporate transaction as specified thereunder and such corporate transaction constitutes a Fundamental ChangeChange described in clause (1) or (2)(without giving effect to the proviso in clause (2)) of the definition thereof, the Conversion Rate for such Securities shall be increased by an additional number of shares of Common Stock (the “Additional Shares”) as described below. Any conversion occurring shall be deemed to have occurred “in connection with” such Fundamental Change only if such Securities are surrendered for conversion at a time when the Securities would be convertible in light of the expected or actual occurrence of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with such Make-Whole Fundamental Change and notwithstanding the fact that a Security may then also be convertible because another condition to conversion under Section 9.01 has been satisfied. (b) The number of Additional Shares will by which the Conversion Rate shall be increased shall be determined by reference to the table attached as Exhibit B Schedule A hereto, which shall constitute part of this Supplemental Indenture, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per share of Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2)(without giving effect to the proviso in such clause (2)) of the definition of Fundamental Changethereof, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of Common Stock over the five Trading Day period ending on the Trading Day preceding the Effective Date of the Make-Whole Fundamental Change. (c) The Stock Prices set forth in the first row of the table in Exhibit B Schedule A hereto shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.045.04. (d) The table in Exhibit B Schedule A hereto sets forth the hypothetical stock price Stock Price, the Effective Date and the number of additional shares Additional Shares to be received added to the Conversion Rate per $1,000 Principal Amount of Securities. The exact actual Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit BSchedule A, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 45.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.045.04), no Additional Shares will shall be issued upon conversionadded to the Conversion Rate. (iii) If the Stock Price is less than $25.98 18.94 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.045.04), no Additional Shares will shall be issued upon conversionadded to the Conversion Rate. Notwithstanding the foregoing, in no event will shall the total number of shares of Common Stock issuable upon conversion exceed 38.4911 52.7983 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.045.04. (e) At the Company’s option, in lieu of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect of the Additional Shares. Such cash payment to any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d).

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs prior to the Final Maturity Date and a Holder elects to convert its Securities in connection with a such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. Any A conversion occurring at a time when of Securities shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Securities would be convertible in light is received by the Conversion Agent from, and including, the Effective Date of the expected or actual occurrence Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that would have been a Fundamental Change but for the proviso in clause (b) of the definition thereof, the 35th calendar day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Company shall deliver shares of Common Stock as provided under Section 4.03, calculated based on the Conversion Rate as adjusted by the Additional Shares; provided, however, that if, at the effective time of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with Change, the Reference Property is comprised entirely of cash, then, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the amounts deliverable by the Company shall be calculated based solely on the “Stock Price” (as defined below) for the Make-Whole Fundamental Change notwithstanding and shall be deemed to be an amount equal to the fact that a Security may then also Conversion Rate (including any adjustment for Additional Shares) multiplied by such Stock Price. In such event, the amounts deliverable by the Company shall be convertible because another condition determined and paid to conversion under Section 9.01 has been satisfiedholders in cash on the third Business Day following the Conversion Date. (bc) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B heretobelow, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Fundamental Change. If the Make-Whole Fundamental Change is a transaction described in clause (2) holders of the definition of Fundamental Change, and holders of Common Stock receive only cash in such a Make-Whole Fundamental Change described in clause (b) of the definition of Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading ten Trading-Day period ending on on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The following table sets forth the number of additional shares to be received per $1,000 principal amount of Securities (for Securities denominated in $1,000 increments) for each stock price and effective date set forth below: 04/01/17 2625.0000 575.9000 197.0000 107.4000 72.7750 55.2400 25.9400 12.8800 04/01/18 2625.0000 561.6000 179.0500 93.5000 62.2500 47.0000 22.1200 11.0050 04/01/19 2625.0000 547.1000 158.8500 78.0667 50.8500 38.2200 18.1100 9.0300 04/01/20 2625.0000 533.1000 135.6500 60.8000 38.5750 28.9600 13.9000 6.9000 04/04/21 2625.0000 520.1000 108.1000 41.3667 25.5250 19.3600 9.4800 4.7400 04/01/22 2625.0000 509.1000 72.8500 19.7333 12.3750 9.7200 4.8500 2.4250 4/1/2023 2625.0000 500.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The number of additional shares to be received per $1.00 principal amount of Securities (for Securities denominated in $1.00 increments) for each stock price and effective date will be the number corresponding to such stock price and effective date set forth in the table above divided by 1,000. The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case: (i) If the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year. (cii) If the Stock Price is greater than $20.00 per share (subject to adjustment pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. (iii) If the Stock Price is less than $0.32 per share (subject to adjustments pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. (d) The Stock Prices set forth in the first row column headings of the table in Exhibit B hereto above shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.044.04. (e) At The Company shall notify the Company’s option, in lieu Holders of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect Securities of the Additional Shares. Such cash payment to Effective Date of any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d)issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.

Adjustments Upon Certain Fundamental Changes. (a) If a Make-Whole Fundamental Change occurs prior to May 1, 2014 and a Holder elects to convert its Securities in connection with a such Make-Whole Fundamental Change, the Company shall, under certain circumstances, increase the Conversion Rate for such the Securities shall be increased so surrendered for conversion by an additional a number of additional shares of Common Stock (the “Additional Shares”) as described below. Any A conversion occurring at a time when of Securities shall be deemed for these purposes to be “in connection with” such Make-Whole Fundamental Change if the notice of conversion of the Securities would be convertible in light is received by the Conversion Agent from, and including, the Effective Date of the expected or actual occurrence Make-Whole Fundamental Change up to, and including, the Business Day immediately prior to the related Fundamental Change Purchase Date (or, in the case of an event that would have been a Fundamental Change but for the proviso in clause (2) of the definition thereof, the 35th calendar day immediately following the Effective Date of such Make-Whole Fundamental Change). (b) Upon surrender of Securities for conversion in connection with a Make-Whole Fundamental Change, the Company shall deliver shares of Common Stock as provided under Section 4.03, calculated based on the Conversion Rate as adjusted by the Additional Shares; provided, however, that if, at the effective time of a Make-Whole Fundamental Change shall be deemed to have occurred in connection with Change, the Reference Property is comprised entirely of cash, then, for any conversion of Securities following the Effective Date of such Make-Whole Fundamental Change, the amounts deliverable by the Company shall be calculated based solely on the “Stock Price” (as defined below) for the Make-Whole Fundamental Change notwithstanding and shall be deemed to be an amount equal to the fact that a Security may then also Conversion Rate (including any adjustment for Additional Shares) multiplied by such Stock Price. In such event, the amounts deliverable by the Company shall be convertible because another condition determined and paid to conversion under Section 9.01 has been satisfiedholders in cash on the third Business Day following the Conversion Date. (bc) The number of Additional Shares Shares, if any, by which the Conversion Rate will be increased will be determined by reference to the table attached as Exhibit B heretobelow, based on the date on which the Make-Whole Fundamental Change occurs or becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid (or deemed paid) per share of the Common Stock in the Fundamental Change. If the holders of the Common Stock receive only cash in a Make-Whole Fundamental Change is a transaction described in clause (2) of the definition of Fundamental Change, and holders of Common Stock receive only cash in such Make-Whole Fundamental Change, the Stock Price shall be the cash amount paid per share. Otherwise, the Stock Price shall be the average of the Last Reported Sale Prices of the Common Stock over the five Trading ten Trading-Day period ending on on, and including, the Trading Day immediately preceding the Effective Date of the Make-Whole Fundamental Change. The following table sets forth the number of additional shares to be received per $1,000 principal amount of notes for each stock price and effective date set forth below: The exact Stock Prices and Effective Dates may not be set forth in the table above, in which case: (i) If the Stock Price is between two Stock Prices in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares shall be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Prices and the earlier and later Effective Dates, as applicable, based on a 365-day year. (cii) If the Stock Price is greater than $150.00 per share (subject to adjustment in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. (iii) If the Stock Price is less than $29.75 per share (subject to adjustments in the same manner as the Stock Prices set forth in the column headings of the table in Schedule A pursuant to subsection (d) below), no Additional Shares shall be added to the Conversion Rate. Notwithstanding the foregoing, in no event shall the Conversion Rate exceed 33.6134 shares of Common Stock per $1,000 principal amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 4.04. (d) The Stock Prices set forth in the first row column headings of the table in Exhibit B hereto above shall be adjusted as of any date on which the Conversion Rate of the Securities is otherwise adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to such adjustment giving rise to the Stock Price adjustment and the denominator of which is the Conversion Rate as so adjusted. The number of Additional Shares set forth in such table will shall be adjusted in the same manner as the Conversion Rate as set forth in Section 9.04. (d) The table in Exhibit B hereto sets forth the hypothetical stock price and the number of additional shares to be received per $1,000 Principal Amount of Securities. The exact Stock Prices and Effective Dates relating to a Fundamental Change may not be set forth in the table in Exhibit B, in which case: (i) If the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two Effective Dates in the table, the number of Additional Shares will be determined by a straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year. (ii) If the Stock Price is greater than $95.00 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. (iii) If the Stock Price is less than $25.98 per share (subject to adjustment in the same manner as the Conversion Rate as set forth in Section 9.04), no Additional Shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of Common Stock issuable upon conversion exceed 38.4911 shares of Common Stock per $1,000 Principal Amount of Securities, subject to adjustments in the same manner as the Conversion Rate as set forth in Section 9.044.04. (e) At The Company shall notify the Company’s option, in lieu Holders of increasing the Conversion Rate as described in this Section 9.06 in the event of a Make-Whole Fundamental Change, the Company may elect to make a cash payment in respect Securities of the Additional Shares. Such cash payment to Effective Date of any Holder electing to convert its Securities would be equal to the number of Additional Shares issuable upon conversion determined by reference to the table in Exhibit B multiplied by the effective share price of the transaction which constitutes a Fundamental Change. Any such election by the Company will be disclosed in the Fundamental Change Company Notice. Once this notice has been provided, the Company may not modify or withdraw its election. (f) Additional Shares or cash or Reference Property in respect of Additional Shares will be delivered to Holders who elect to convert Securities in connection with a Make-Whole Fundamental Change on the later of (i) five days after the effectiveness of such Make-Whole Fundamental Change and (ii) the settlement date for the Securities set forth in Section 9.02(d)issue a press release announcing such Effective Date no later than five Business Days after such Effective Date.