Common use of Conversion Procedure; Settlement Upon Conversion Clause in Contracts

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Section 8.03(b), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to converting Holders, in respect of its Conversion Obligation, (i) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 (“Combination Settlement”), at its election, as set forth in this Section 8.02. (i) Prior to the close of business on the Business Day immediately preceding April 15, 2019, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April 15, 2019, the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (ii) For conversions: (A) that occur prior to the close of business on the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Date, the Company shall deliver a notice to converting Holders of the relevant Settlement Method in respect of such Conversion Date and, if the Company elects Combination Settlement, the related Cash Amount; and (B) that occur on or after April 15, 2019, the Company shall deliver a notice to all Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to the close of business on the Business Day immediately preceding April 15, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15, 2019). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver a Settlement Notice with respect to any conversion of a Note in accordance with Section 8.02(a)(ii), then the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation and the related Cash Amount shall be deemed to be $1,000. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and does not indicate the Cash Amount, such Cash Amount shall be deemed to be $1,000. (iv) With respect to any shares of Common Stock that are issuable upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If Physical Settlement applies to any Notes surrendered for conversion, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock on the third Business Day following the Conversion Date. (vi) If Cash Settlement applies to any Notes surrendered for conversion, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes being converted, an amount of cash equal to the sum of the Daily Conversion Values for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall make such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If Combination Settlement applies to any Notes surrendered for conversion, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for each $1,000 principal amount of Notes being converted, the sum of the Daily Settlement Amounts for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable Observation Period. (viii) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of any fractional share pursuant to Section 8.02(i), the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b14.02, Section 14.03(b) and Section 14.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0214.02. (i) Prior All conversions occurring during the period from, and including, September 1, 2018 to the close of business on the Business second Scheduled Trading Day immediately preceding April 15the Maturity Date shall be settled using the same Settlement Method. (ii) Except for any conversions that occur during the period from, 2019and including, September 1, 2018 to the close of business on the second Scheduled Trading Day immediately the Maturity Date, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion DatesDays. (iiiii) For conversions: If, in respect of any Conversion Date (A) that occur prior to or the close period described in the third immediately succeeding set of business on parentheses, as the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Datecase may be), the Company shall elects to deliver a notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and(or such period, if as the Company elects Combination Settlementcase may be), the related Cash Amount; and (B) that occur on or after April 15Company, 2019through the Trustee, the Company shall deliver a notice such Settlement Notice to all converting Holders no later than the close of business on the Trading Day immediately following the relevant Settlement Method andConversion Date (or, if in the Company elects Combination Settlementcase of any conversions occurring during the period from, the related Cash Amountand including, prior September 1, 2018 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, no later than the close of business on Business Day immediately preceding April 15September 1, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15, 20192018). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver elect a Settlement Notice Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement during such period or with respect to any such conversion of a Note in accordance with Section 8.02(a)(ii), then and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed equal to be $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Cash Amount, such Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (iv) With respect to any The cash, shares of Common Stock that are issuable upon conversionor combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if Physical Settlement applies, the Person Company elects to satisfy its Conversion Obligation in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for in respect of each $1,000 principal amount of Notes being converted, converted a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock effect on the third Business Day following the Conversion Date.; (viB) If if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 30 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), ; and (C) if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive Trading Day Days during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable related Observation Period. (viiiv) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering any fractional share pursuant to Section 8.02(i)of Common Stock, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to any Special Interest payable on the next Special Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h)and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to any Special Interest payable on the next Special Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Xxxxxx has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. The Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Xxxxxx in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than canceled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, any accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Special Interest Record Date, Holders of such Notes as of the close of business on such Special Interest Record Date will receive the full amount of any Special Interest payable on such Notes on the corresponding Special Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Special Interest Record Date to the open of business on the immediately following Special Interest Payment Date must be accompanied by funds equal to the amount of any interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following November 15, 2018, if Special Interest is payable on the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Special Interest Record Date and on or prior to the Scheduled Trading Day immediately succeeding the corresponding Special Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on November 15, 2018 (if and to the extent Special Interest is payable on the Maturity Date) and any Fundamental Change Repurchase Date as described in the immediately preceding sentence shall receive the full interest payment due on the Maturity Date or other applicable Special Interest Payment Date regardless of whether their Notes have been converted following such Special Interest Record Date. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b14.02, Section 14.03(b) and Section 14.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0214.02. (i) Prior All conversions (x) for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice with respect to the Notes and prior to the close of business on the Business second Scheduled Trading Day immediately preceding April 15the related Redemption Date (y) for which the relevant Conversion Date occurs on or after March 1, 20192031 and (z) following the Company’s irrevocable election of a Settlement Method pursuant to Section 14.02(a)(iii)(B), in each case shall be settled using the same Settlement Method. (ii) Except (w) for any conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice with respect to the Notes but prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, (x) for any conversions for which the relevant Conversion Date occurs on or after March 1, 2031, (y) to the extent the Company elects Physical Settlement to apply pursuant to Section 14.01(b)(ii) and (z) for any conversions following the Company’s irrevocable election of a Settlement Method pursuant to Section 14.02(a)(iii)(B), in each case the Company shall use the same Settlement Method for all conversions occurring on with the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on with different Conversion Dates. (iiiii) For conversions: (A) that occur prior Subject to the close Company’s irrevocable election of business on a Settlement Method pursuant to Section 14.02(a)(iii)(B), if, in respect of any Conversion Date (or one of the Business Day periods described in the third immediately preceding April 15succeeding set of parentheses, 2019, by as the close of business on the Business Day following the Conversion Datecase may be), the Company shall elects to deliver a notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and(or such period, if as the Company elects Combination Settlementcase may be), the Company, shall deliver such Settlement Notice to the Trustee and the Conversion Agent (if other than the Trustee) and the converting Holders no later than the close of business on the Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions of any Notes (x) for which the relevant Conversion Date occurs (A) on or after the date of issuance of a Redemption Notice with respect to the Notes and prior to the close of business on the second Scheduled Trading Day immediately preceding the related Cash Amount; and Redemption Date, in such Redemption Notice or (B) that occur on or after April 15March 1, 20192031, the Company shall deliver a notice to all Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to no later than the close of business on the Business Day immediately preceding April 15March 1, 2019 2031 or (y) for which the Company has irrevocably elected Physical Settlement Method and Cash Amountpursuant to Section 14.01(b)(ii), if applicable, will apply to all conversions on or after April 15, 2019in the related notice described therein). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver elect a Settlement Notice Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to any conversion of a Note in accordance with Section 8.02(a)(ii)the relevant Conversion Date (or such period, then as the case may be) and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed equal to be $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Cash Amount, such Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (iv) With respect to any shares of Common Stock that are issuable upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If Physical Settlement applies to any Notes surrendered for conversion, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock on the third Business Day following the Conversion Date. (vi) If Cash Settlement applies to any Notes surrendered for conversion, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes being converted, an amount of cash equal to the sum of the Daily Conversion Values for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall make such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If Combination Settlement applies to any Notes surrendered for conversion, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for each $1,000 principal amount of Notes being converted, the sum of the Daily Settlement Amounts for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable Observation Period. (viii) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of any fractional share pursuant to Section 8.02(i), the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b14.02, Section 14.03(b) and Section 14.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0214.02 and subject in all respects to Section 14.02(a)(iii). (i) Prior to All conversions for which the close of business relevant Conversion Date occurs on the Business Day immediately preceding April or after December 15, 20192021 shall be settled using the same Settlement Method. (ii) Except for any conversions for which the relevant Conversion Date occurs on or after December 15, 2021, the Company shall use the same Settlement Method for all conversions occurring on with the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on with different Conversion Dates. (iiiii) For conversions: (A) that occur Notwithstanding anything to the contrary in this Indenture or the Notes, the Company shall not elect a Settlement Method, and the Company shall be deemed to have elected Cash Settlement, in respect of any conversion of Notes for which the relevant Conversion Date occurs prior to the close first date (the “Stockholder Approval Date”) on which (x) the Company’s stockholders have approved an increase in the number of business on authorized but unissued shares of the Business Day immediately preceding April 15Common Stock that are not reserved for other purposes sufficient for the Company to issue and deliver upon conversion of all outstanding Notes the full number of shares of Common Stock underlying such Notes, 2019assuming for such purposes that a single Holder converted all outstanding Notes and the Company elected Physical Settlement in respect of such conversion, by and including the close maximum number of business on the Business Day following Additional Shares that may be added to the Conversion Rate upon conversion in connection with a Make-Whole Fundamental Change, as described in Section 14.03 (the “Maximum Number of Underlying Shares”) and (y) the Company has reserved for issuance upon conversion of all outstanding Notes a number of shares of Common Stock equal to the Maximum Number of Underlying Shares. For any conversions for which the relevant Conversion Date occurs on or after the Stockholder Approval Date, the Company may elect Cash Settlement, Physical Settlement or Combination Settlement as otherwise described in this Section 14.02. If the Company receives stockholder approval on any day, the Company shall notify Holders, the Trustee and the Conversion Agent (if other than the Trustee) within five Business Days of such approval. (iv) If, in respect of any Conversion Date (or in respect of any conversion for which the relevant Conversion Date occurs on or after December 15, 2021), the Company elects to deliver a notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and, if (or in respect of any conversion for which the Company elects Combination Settlement, the related Cash Amount; and (B) that occur relevant Conversion Date occurs on or after April December 15, 20192021), the Company Company, through the Conversion Agent, shall deliver a notice such Settlement Notice to all converting Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to no later than the close of business on the Business Trading Day immediately preceding April 15following the relevant Conversion Date (or, 2019 (in the case of any conversions for which Settlement Method and Cash Amount, if applicable, will apply to all conversions the relevant Conversion Date occurs on or after April December 15, 20192021, no later than December 15, 2021). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver elect a Settlement Notice with Method in respect of any conversions for which the relevant Conversion Date occurs on or after the Stockholder Approval Date, the Company shall no longer have the right to any conversion of a Note in accordance with Section 8.02(a)(ii), then elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed equal to be $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Cash Amount, such Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (ivv) With respect to any The cash, shares of Common Stock that are issuable upon conversionor combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if Physical Settlement applies, the Person Company elects to satisfy its Conversion Obligation in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for in respect of each $1,000 principal amount of Notes being converted, converted a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock effect on the third Business Day following the Conversion Date.; (viB) If if the Company elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 40 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), ; and (C) if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 40 consecutive Trading Day Days during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable related Observation Period. (viiivi) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering any fractional share pursuant to Section 8.02(i)of Common Stock, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the TrusteeCompany) shall have no responsibility for any such determination. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, pay all applicable transfer or similar taxes, if any, as described in Section 14.02(e), (4) if required, furnish appropriate endorsements and transfer documents and (5) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation (i) on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement; provided that, in the case of Physical Settlement, with respect to any Conversion Date occurring after the Regular Record Date immediately preceding the Maturity Date, settlement shall occur on the Maturity Date, or (ii) on the third Business Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions after the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all applicable Holders of record after the close of business on the Regular Record Date immediately preceding the Maturity Date shall receive the full interest payment due on the Maturity Date regardless of whether their Notes have been converted following such Regular Record Date. (i) The Person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in . (a) Subject to this Section 8.03(b14.02, Section 14.03(b) and Section 14.07(a), upon any conversion of any Note, the Company shall pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligation, (i) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 (“Combination Settlement”), at its election, as set forth in this Section 8.02. (i) Prior to the close of business on the Business Day immediately preceding April 15, 2019, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April 15, 2019, the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (ii) For conversions: (A) that occur prior to the close of business on the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Date, the Company shall deliver a notice to converting Holders of the relevant Settlement Method in respect of such Conversion Date andthe remainder, if the Company elects Combination Settlementany, the related Cash Amount; and (B) that occur on or after April 15, 2019, the Company shall deliver a notice to all Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to the close of business on the Business Day immediately preceding April 15, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15, 2019). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver a Settlement Notice with respect to any conversion of a Note in accordance with Section 8.02(a)(ii), then the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation and the related Cash Amount shall be deemed to be $1,000. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and does not indicate the Cash Amount, such Cash Amount shall be deemed to be $1,000. (iv) With respect to any shares of Common Stock that are issuable upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as excess of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If Physical Settlement applies to any Notes surrendered for conversion, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for each $1,000 aggregate principal amount of the Notes being converted, a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock on the third Business Day following the Conversion Date. (vi) If Cash Settlement applies to any Notes surrendered for conversion, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes being converted, an amount of cash equal to the sum of the Daily Conversion Values for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall make such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If Combination Settlement applies to any Notes surrendered for Upon conversion, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for Holders in respect of each $1,000 principal amount of Notes being converted, converted (a “Settlement Amount”) equal to the sum of the Daily Settlement Amounts for each of the 40 VWAP Trading Day Days during the relevant Observation Period. Subject Period for such Note, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with Section 14.02(i), as set forth in this Section 14.02. (i) All conversions of Notes (a) for which the relevant Conversion Date occurs on or after December 15, 2025, (b) occurring after a Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, and (c) following the Company’s Irrevocable Election Notice pursuant to Section 8.03(b14.02(a)(ii), in each case, shall be settled using the same forms and amounts of considerations. Except for (a) any conversions for which the relevant Conversion Date occurs on or after December 15, 2025, (b) any conversions of Notes called for Redemption pursuant to Section 16.01 occurring after a Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the related Redemption Date, and (c) any conversion following the Company’s Irrevocable Election Notice pursuant to Section 14.02(a)(ii), in each case, the Company shall use the same forms and amounts of consideration for all conversions with the same Conversion Date, but the Company shall not have any obligation to use the same forms and amounts of considerations with respect to conversions with different Conversion Dates. (ii) If the Company elects to settle all or a portion of the Conversion Obligation in excess of the principal portion of the Notes being converted in cash, the Company shall deliver notice to Holders so converting, the Trustee and the Conversion Agent (if other than the Trustee) of such election no later than the close of business on the Trading Day immediately following the related Conversion Date, or in the case of any conversions for which the relevant Conversion Date occurs after December 15, 2025, no later than December 15, 2025, or in the case of any conversion of Notes called for Redemption pursuant to Section 16.01 occurring on or after a Redemption Notice Date and prior to the close of business on the second Scheduled Trading Day immediately preceding the relevant Redemption Date, in the Notice of Redemption and the Company shall indicate in such notice the Cash Percentage. If the Company does not elect a Cash Percentage prior to the deadline set forth in the preceding sentence, the Company shall no longer have the right to elect a Cash Percentage with respect to that Conversion Date or during such period and the Company shall settle its Conversion Obligation by paying cash in respect of the principal portion of the converted Notes and delivering shares of Common Stock comprising in respect of the remainder, if any, of its Conversion Obligation pursuant in excess of the aggregate principal portion of the Notes being converted. By notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee), the Company may, prior to the preceding sentence close of business on the third Business Day following the last Scheduled Trading Day immediately preceding December 15, 2025, at its option, irrevocably elect (an “Irrevocable Election Notice”) to satisfy its Conversion Obligations in excess of the applicable Observation Periodprincipal portion of the Notes submitted for conversion subsequent to the date of the Irrevocable Election Notice through a Cash Percentage of 0 percent for each $1,000 principal amount of Notes. If the Company makes an Irrevocable Election Notice, the Company shall, after the date of such election, either post the election on its website or disclose the same in a Current Report on Form 8-K (or any successor form) that is filed with the Commission. (viiiiii) If more than one Note shall be surrendered for conversion at any one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. (iv) The Daily Settlement Amounts (if applicable), the Daily Net Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day VWAP Trading Day of the related Observation Period. Promptly after such determination of the Daily Settlement Amounts, the Daily Net Settlement Amounts or the Daily Conversion Values, as the case may be, and and, if applicable, the amount of cash deliverable payable in lieu of any fractional share pursuant to Section 8.02(i)of Common Stock, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts, the Daily Net Settlement Amounts or the Daily Conversion Values, as the case may be, and and, if applicable, the amount of cash deliverable payable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (i) To convert a beneficial interest in a Global Note (which conversion is irrevocable), the holder of such beneficial interest must: (A) comply with the Applicable Procedures; (B) if required, pay funds equal to all documentary, stamp or similar issue or transfer tax owed as set forth in Section 14.02(d) and Section 14.02(e); and (C) if required, pay funds equal to any Special Interest payable on the next Special Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(g); and (ii) To convert a Certificated Note, the Holder must: (A) complete, sign (by manual, electronic or facsimile signature) and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile or delivery by electronic mail of a pdf thereof) (a “Notice of Conversion”) at the Corporate Trust Office or the office of the Conversion Agent (if other than the Trustee) and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligations to be registered, and surrender such Note to the Conversion Agent at the Corporate Trust Office or the office of the Conversion Agent (if other than the Trustee); (B) if required, furnish appropriate endorsements and transfer documents; (C) if required, pay funds equal to all documentary, stamp or similar issue or transfer tax owed as set forth in Section 14.02(d) and Section 14.02(e); and (D) if required, pay funds equal to any Special Interest payable on the next Special Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(g). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion or, if notice on such date is not feasible given the nature of the conversion, promptly thereafter. If a Holder has already delivered a Fundamental Change Repurchase Notice with respect to a Note, such Holder may not surrender such Note for conversion until such Holder has validly withdrawn such Fundamental Change Repurchase Notice (or, in the case of a Global Note, has complied with the Applicable Procedures with respect to such a withdrawal) in accordance with the terms of Section 15.03. If a Holder has already delivered a Fundamental Change Repurchase Notice, such Holder’s right to withdraw such notice and convert the Notes that are subject to repurchase will terminate at the close of business on the Business Day immediately preceding the relevant Fundamental Change Repurchase Date. If the Company has designated a Redemption Date pursuant to Section 16.02, a Holder that complies with the requirements for conversion set forth in this Section 14.02(b) shall be deemed to have delivered a notice of its election not have its Notes so redeemed.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b14.02, Section 14.03(b) and Section 14.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0214.02. (i) Prior Subject to Section 14.02(a)(iii)(B), all conversions for which the relevant Conversion Date occurs after the Company’s issuance of a Redemption Notice and prior to the close related Redemption Date shall be settled using the same Settlement Method, and all conversions for which the relevant Conversion Date occurs on or after October 1, 2026 shall be settled using the same Settlement Method. (ii) Subject to Section 14.02(a)(iii)(B), except for any conversions for which the relevant Conversion Date occurs after the Company’s issuance of business a Redemption Notice with respect to the Notes but prior to the related Redemption Date, and any conversions for which the relevant Conversion Date occurs on the Business Day immediately preceding April 15or after October 1, 20192026, the Company shall use the same Settlement Method for all conversions occurring on with the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on with different Conversion Dates. (iiiii) For conversions: (A) that occur prior Subject to Section 14.02(a)(iii)(B), if, in respect of any Conversion Date (or one of the close periods described in the third immediately succeeding set of business on parentheses, as the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Datecase may be), the Company shall elects to deliver a written notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and(or such period, if as the Company elects Combination Settlementcase may be), the related Cash Amount; and (B) that occur on or after April 15Company, 2019through the Trustee, the Company shall deliver a notice such Settlement Notice to all converting Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to no later than the close of business on the Business Trading Day immediately preceding April 15following the relevant Conversion Date (or, 2019 in the case of any conversions for which the relevant Conversion Date occurs (which Settlement Method x) after the date of issuance of a Redemption Notice with respect to the Notes and Cash Amountprior to the related Redemption Date, if applicable, will apply to all conversions in such Redemption Notice or (y) on or after April 15October 1, 20192026, no later than October 1, 2026). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver elect a Settlement Notice with respect Method prior to any conversion of a Note the deadline set forth in accordance with the immediately preceding sentence and the Company has not previously made an irrevocable Settlement Method election pursuant to Section 8.02(a)(ii14.02(a)(iii)(B), then the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed equal to be $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Cash Amount, such Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (iv) With respect to any shares of Common Stock that are issuable upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If Physical Settlement applies to any Notes surrendered for conversion, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock on the third Business Day following the Conversion Date. (vi) If Cash Settlement applies to any Notes surrendered for conversion, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes being converted, an amount of cash equal to the sum of the Daily Conversion Values for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall make such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If Combination Settlement applies to any Notes surrendered for conversion, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for each $1,000 principal amount of Notes being converted, the sum of the Daily Settlement Amounts for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable Observation Period. (viii) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of any fractional share pursuant to Section 8.02(i), the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b9.02, Section 9.03(b) and Section 9.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 9.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 9.02 (“Combination Settlement”), at its election, as set forth in this Section 8.029.02. (i) Prior to the close of business All conversions occurring on the Business Day immediately preceding April or after January 15, 20192018 shall be settled using the same Settlement Method (including the same relative proportion of cash and/or shares of Common Stock) as all other conversions occurring on or after January 15, 2018. (ii) Except for any conversions that occur on or after January 15, 2018, the Company shall use the same Settlement Method (including the same relative proportion of cash and/or shares of Common Stock) for all conversions occurring on the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (iiiii) For conversions: If, in respect of any Conversion Date (Aor in respect of all conversions occurring on or after January 15, 2018), the Company elects a Settlement Method and, if applicable, a Specified Dollar Amount, the Company, through the Trustee, shall deliver a notice thereof (the “Settlement Notice”) that occur prior to converting Holders, in accordance with Section 10.02 of the Base Indenture, no later than the close of business on the Business second Trading Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Date, the Company shall deliver a notice to converting Holders of the relevant Settlement Method in respect of such Conversion Date and(or, if in the Company elects Combination Settlement, the related Cash Amount; and (B) that occur case of any conversions occurring on or after April January 15, 20192018, the Company shall deliver a notice to all Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to the close of business on the Business Day immediately preceding April no later than January 15, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15, 20192018). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver timely elect a Settlement Notice with respect Method prior to any conversion of a Note the deadline set forth in accordance with Section 8.02(a)(ii)the immediately preceding sentence, then the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount shall be deemed equal to be $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount in such Settlement Notice, the Cash Amount, such Cash Specified Dollar Amount shall be deemed to be $1,000. (iv) With respect to any The cash, shares of Common Stock that are issuable upon conversionor combination of cash and shares of Common Stock payable or deliverable by the Company in respect of any conversion of Notes (the “Settlement Amount”) shall be computed by the Company as follows: (A) if Physical Settlement applies, the Person Company elects to satisfy its Conversion Obligation in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for in respect of each $1,000 principal amount of Notes being converted, converted a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock effect on the third Business Day following the Conversion Date.; (viB) If if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 60 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), ; and (C) if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for in respect of each $1,000 principal amount of Notes being converted, converted a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 60 consecutive Trading Day Days during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable Observation Period. (viiiv) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of any fractional share pursuant to Section 8.02(i)share, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 9.02(e), to convert a Note as set forth above, (i) in the case of a Global Note, the beneficial owner thereof shall comply with the Applicable Procedures for converting a beneficial interest in a Global Note and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 9.02(g) and (ii) in the case of a Physical Note, the Holder thereof shall (1) complete, manually sign and deliver an irrevocable notice or facsimile thereof to the Conversion Agent as set forth in the Form of Notice of Conversion (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 9.02(g). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 9 on the Conversion Date for such conversion. No Holder may surrender Notes for conversion if such Holder has also delivered a Fundamental Change Purchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Purchase Notice in accordance with Section 10.02 (or, in the case of a Global Note, if such Holder has requested a repurchase of Notes pursuant to Section 10.01 but has not withdrawn such request pursuant to Section 10.02, in each case, in compliance with Applicable Procedures). If more than one Note shall be surrendered for conversion at one time by the same Holder, the Settlement Amount with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Subject to Section 9.03(b) and Section 9.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to such Holder, or such Holder’s nominee or nominees, certificates, or make a book-entry transfer through the Depositary to such Holder or such Holder’s nominee or nominees, for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, in $1,000 principal amount or an integral multiple thereof, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder of the Notes but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder of the Notes submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on any issuance of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares of Common Stock to be issued in a name other than such Holder’s name, in which case such Holder must pay that tax. The stock transfer agent or the Company, as the case may be, may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than such Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Upon the conversion of an interest in a Global Note, the Trustee, or the custodian for the Depositary or its nominee (if other than the Trustee) at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (g) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s payment and delivery, as the case may be, of the Settlement Amount with respect to any converted Note shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest shall be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, but prior to the open of business on the immediately following Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date shall receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (3) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note. (h) The Person in whose name any shares of Common Stock shall be issuable upon conversion shall be treated as the holder of record of such shares as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement). Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion; provided that (a) the converting Holder shall have the right to receive the Settlement Amount due upon conversion and (b) in the case of a conversion between a Regular Record Date and the corresponding Interest Payment Date, the Holder of record as of the close of business on such Regular Record Date shall have the right to receive the full amount of interest payable on such Interest Payment Date, in accordance with clause (g) above. (i) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to elect) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the applicable Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (aSubject to this Section 14.02, Section 14.03(b) Except as provided in and Section 8.03(b14.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) "Cash Settlement"), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“"Physical Settlement”), (ii") a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“"Combination Settlement”"), at its election, as set forth in this Section 8.02. (i) Prior 14.02. All conversions occurring on or after February 1, 2018 shall be settled using the same Settlement Method. Except for any conversions that occur during the period from, and including, February 1, 2018 to the close of business on the Business second Scheduled Trading Day immediately preceding April 15, 2019the Maturity Date, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. Days. If, in respect of any Conversion Date (ii) For conversions: (A) that occur prior to or the close period described in the third immediately succeeding set of business on parentheses, as the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Datecase may be), the Company shall elects to deliver a notice to converting Holders (the "Settlement Notice") of the relevant Settlement Method in respect of such Conversion Date and(or such period, if as the Company elects Combination Settlementcase may be), the related Cash Amount; and (B) that occur on or after April 15Company, 2019through the Trustee, the Company shall deliver a notice such Settlement Notice to all converting Holders no later than the close of business on the Trading Day immediately following the relevant Settlement Method andConversion Date (or, if in the Company elects Combination Settlementcase of any conversions occurring during the period from, the related Cash Amountand including, prior February 1, 2018 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, no later than the close of business on Business Day immediately preceding April 15February 1, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15, 20192018). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver elect a Settlement Notice with respect Method prior to any conversion of a Note the deadline set forth in accordance with Section 8.02(a)(ii)the immediately preceding sentence, then the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and does not indicate the Cash AmountThe cash, such Cash Amount shall be deemed to be $1,000. (iv) With respect to any shares of Common Stock that are issuable upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such combination of cash and shares of Common Stock in respect of any conversion of Notes (the "Settlement Amount") shall be registered shall become computed as follows: if the holder of record Company elects to satisfy its Conversion Obligation in respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for in respect of each $1,000 principal amount of Notes being converted, converted a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock effect on the third Business Day following the Conversion Date. (vi) If ; if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 50 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), ; and if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 50 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable Observation Period. (viii) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering any fractional share pursuant to Section 8.02(i)of Common Stock, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a "Notice of Conversion") at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Xxxxxx has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. A Note shall be deemed to have been converted immediately prior to the close of business on the date (the "Conversion Date") that the Holder has complied with the requirements set forth in subsection (b) above. The Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement (provided that, with respect to any Conversion Date occurring on or after February 1, 2018, the Company shall settle any such conversion on the Maturity Date), or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder's nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company's Conversion Obligation. In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder's name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder's name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14. Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company's settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Scheduled Trading Day immediately succeeding the corresponding Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase Date as described in the immediately preceding sentence shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date regardless of whether their Notes have been converted following such Regular Record Date. The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b14.02, Section 14.03(b) and Section 14.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0214.02. (i) Prior to All conversions occurring (x) on or after December 1, 2024 or (y) during a Redemption Period shall be settled using the close of business same Settlement Method. (ii) Except for any conversions for which the relevant Conversion Date occurs during a Redemption Period and any conversions for which the relevant Conversion Date occurs on the Business Day immediately preceding April 15or after December 1, 20192024, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (iiiii) For conversions: If, in respect of any Conversion Date (A) that occur prior to or one of the close periods described in the third immediately succeeding set of business on parentheses, as the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Datecase may be), the Company shall elects to deliver a notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and(or such period, if as the Company elects Combination Settlement, the related Cash Amount; and (B) that occur on or after April 15, 2019case may be), the Company shall deliver a notice such Settlement Notice to all Holders of the relevant Settlement Method and, if the Company elects Combination Settlementconverting Holders, the related Cash Amount, prior to Trustee and the Conversion Agent (if other than the Trustee) no later than the close of business on the Business Scheduled Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions occurring (x) during a Redemption Period, in such Redemption Notice, or (y) on or after December 1, 2024, no later than the close of business on Scheduled Trading Day immediately preceding April 15December 1, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15, 20192024). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver timely elect a Settlement Notice with respect Method prior to any the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement for such conversion of a Note in accordance with Section 8.02(a)(ii), then or during such period and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be equal to $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice electing Combination Settlement in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. If By notice to Holders, the Trustee and the Conversion Agent (if other than the Trustee), the Company delivers a Settlement Notice may, prior to December 1, 2024, at its option, irrevocably elect to satisfy its Conversion Obligation with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Notes through Combination Settlement as the with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 for all Conversion Dates occurring subsequent to delivery of such notice and for which another Settlement Method and does not indicate the Cash Amount, such Cash Amount shall be otherwise apply or is not otherwise deemed to be $1,000apply. (iv) With respect to any The cash, shares of Common Stock that are issuable upon conversionor combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if Physical Settlement applies, the Person Company elects to satisfy its Conversion Obligation in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for in respect of each $1,000 principal amount of Notes being converted, converted a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock effect on the third Business Day following the Conversion Date.; (viB) If if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), ; and (C) if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Day Days during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable related Observation Period. (viiiv) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering any fractional share pursuant to Section 8.02(i)of Common Stock, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to any Special Interest payable on the next Special Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to any Special Interest payable on the next Special Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notes may be surrendered for conversion by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement (provided that, with respect to any Conversion Date following the Record Date immediately preceding the Maturity Date where Physical Settlement applies to the related conversion, the Company shall settle any such conversion on the Maturity Date), or on the second Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid Special Interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date. As a result, accrued and unpaid Special Interest, if any, to, but excluding, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, any accrued and unpaid Special Interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Special Interest Record Date and prior to the open of business on the corresponding Special Interest Payment Date, Holders of such Notes as of the close of business on such Special Interest Record Date will receive the full amount of interest payable on such Notes on the corresponding Special Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Special Interest Record Date to the open of business on the immediately following Special Interest Payment Date must be accompanied by funds equal to the amount of Special Interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Special Interest Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Special Interest Record Date and on or prior to the Business Day immediately succeeding the corresponding Special Interest Payment Date; (3) if the Company has specified a Redemption Date that is after a Special Interest Record Date and on or prior to the Scheduled Trading Day immediately succeeding the corresponding Special Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Special Interest Record Date immediately preceding the Maturity Date (if and to the extent that Special Interest is payable on the Maturity Date) shall receive the full Special Interest payment due on the Maturity Date in cash regardless of whether their Notes have been converted following such Special Interest Record Date. (i) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Section 8.03(b), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to converting Holders, in respect of its Conversion Obligation, (i) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 (“Combination Settlement”), at its election, as set forth in this Section 8.02. (i) Prior to the close of business on the Business Day immediately preceding April 15June 1, 20192015, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April 15June 1, 20192015, the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (ii) For conversions: (A) that occur prior to the close of business on the Business Day immediately preceding April 15June 1, 20192015, by the close of business on the Business Day following the Conversion Date, the Company shall deliver a notice to converting Holders of the relevant Settlement Method in respect of such Conversion Date and, if the Company elects Combination Settlement, the related Cash Amount; and (B) that occur on or after April 15June 1, 20192015, the Company shall deliver a notice to all Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to the close of business on the Business Day immediately preceding April 15June 1, 2019 2015 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15June 1, 20192015). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver a Settlement Notice with respect to any conversion of a Note in accordance with Section 8.02(a)(ii), then the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation and the related Cash Amount shall be deemed to be $1,000. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and does not indicate the Cash Amount, such Cash Amount shall be deemed to be $1,000. (iv) With respect to any shares of Common Stock that are issuable upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If Physical Settlement applies to any Notes surrendered for conversion, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock on the third Business Day following the Conversion Date. (vi) If Cash Settlement applies to any Notes surrendered for conversion, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes being converted, an amount of cash equal to the sum of the Daily Conversion Values for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall make such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If Combination Settlement applies to any Notes surrendered for conversion, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for each $1,000 principal amount of Notes being converted, the sum of the Daily Settlement Amounts for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable Observation Period. (viii) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of any fractional share pursuant to Section 8.02(i), the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b13.02, Section 13.03(d) and Section 13.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 13.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 13.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0213.02. (i) Prior to All conversions for which the close of business relevant Conversion Date occurs (x) on or after August 1, 2027 and (y) during a Redemption Period shall be settled using the Business Day immediately preceding April 15same Settlement Method. (ii) Except for any conversions for which the relevant Conversion Date occurs during a Redemption Period and any conversions for which the relevant Conversion Date occurs on or after August 1, 20192027, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (iiiii) For conversions: If, in respect of any Conversion Date (A) that occur prior to or the close period described in the third immediately succeeding set of business on parentheses, as the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Datecase may be), the Company shall elects to deliver a notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and(or such period, if as the Company elects Combination Settlementcase may be), the related Cash Amount; and (B) that occur on or after April 15Company, 2019through the Trustee, the Company shall deliver a notice such Settlement Notice to all converting Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to no later than the close of business on the Business Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs (x) during a Redemption Period, in such Redemption Notice or (y) on or after August 1, 2027, no later than the close of business on Scheduled Trading Day immediately preceding April 15August 1, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15, 20192027). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver elect a Settlement Notice Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to any such conversion of a Note in accordance with Section 8.02(a)(ii), then or during such period and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed equal to be $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes to be converted in such Settlement Notice, the Cash Amount, such Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (iv) With respect to any The cash, shares of Common Stock that are issuable upon conversionor combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if Physical Settlement applies, the Person Company elects to satisfy its Conversion Obligation in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for in respect of each $1,000 principal amount of Notes being converted, converted a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock effect on the third Business Day following the Conversion Date.; (viB) If if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 30 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), ; and (C) if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive Trading Day Days during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable related Observation Period. (viiiv) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering any fractional share pursuant to Section 8.02(i)of Common Stock, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (vi) At any time prior to August 1, 2027, the Company may irrevocably elect Cash Settlement to satisfy its Conversion Obligation in respect of Notes to be converted after the date of such election, or irrevocably elect Combination Settlement and a Specified Dollar Amount (which amount shall be at least $1,000 per $1,000 principal amount of Notes) to satisfy its Conversion Obligation in respect of Notes to be converted after the date of such election. Upon making any election pursuant to this Section 13.02(a)(vi), the Company shall promptly (A) use its reasonable efforts to post information relating to such election on its website or otherwise publicly disclose such information, and (B) give written notice of such election to the Holders of the Notes. (b) Subject to Section 13.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 13.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof thereof) (a notice pursuant to the applicable procedures of the Depositary or a notice as set forth in the Form of Notice of Conversion, a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 13.02(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article XIII on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 14.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 13.03(c) and Section 13.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement for any conversion occurring prior to the Regular Record Date immediately preceding the Maturity Date; on the Maturity Date, for any conversion occurring on or after the Regular Record Date immediately preceding the Maturity Date; or on the second Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of Cash Settlement or Combination Settlement. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp, or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp, or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall be required to pay that tax. The Conversion Agent may refuse to deliver or refuse to instruct the stock transfer agent to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 13.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article XIII. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but excluding, the relevant Conversion Date shall be deemed to be paid in full rather than canceled, extinguished, or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the open of business on the corresponding Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record at the close of business on the Regular Record Date immediately preceding the Maturity Date, any Redemption Date described in clause (3) above, or any Fundamental Change Repurchase Date as described in the immediately preceding sentence shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been converted following such Regular Record Date. (i) Subject to Section 13.13, the Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash. (k) Any applicable withholding taxes (including backup withholding) may be withheld from interest and payments upon conversion, repurchase or maturity of the Notes, or if any withholding taxes (including backup withholding) are paid on behalf of a Holder, those withholding taxes may be set off against payments of cash or Common Stock, if any, payable on the Notes to such Holder.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b13.02, Section 13.03(d) and Section 13.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 13.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 13.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0213.02. (i) Prior to All conversions for which the close of business relevant Conversion Date occurs (x) on or after December 1, 2024 and (y) during a Redemption Period shall be settled using the Business Day immediately preceding April 15same Settlement Method. (ii) Except for any conversions for which the relevant Conversion Date occurs during a Redemption Period and any conversions for which the relevant Conversion Date occurs on or after December 1, 20192024, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (iiiii) For conversions: If, in respect of any Conversion Date (A) that occur prior to or the close period described in the third immediately succeeding set of business on parentheses, as the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Datecase may be), the Company shall elects to deliver a notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and(or such period, if as the Company elects Combination Settlementcase may be), the related Cash Amount; and (B) that occur on or after April 15Company, 2019through the Trustee, the Company shall deliver a notice such Settlement Notice to all converting Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to no later than the close of business on the Business Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs (x) during a Redemption Period, in such Redemption Notice or (y) on or after December 1, 2024, no later than the close of business on Scheduled Trading Day immediately preceding April 15December 1, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15, 20192024). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver elect a Settlement Notice Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to any such conversion of a Note in accordance with Section 8.02(a)(ii), then or during such period and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed equal to be $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes to be converted in such Settlement Notice, the Cash Amount, such Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (iv) With respect to any The cash, shares of Common Stock that are issuable upon conversionor combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if Physical Settlement applies, the Person Company elects to satisfy its Conversion Obligation in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for in respect of each $1,000 principal amount of Notes being converted, converted a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock effect on the third Business Day following the Conversion Date.; (viB) If if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 30 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), ; and (C) if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive Trading Day Days during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable related Observation Period. (viiiv) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering any fractional share pursuant to Section 8.02(i)of Common Stock, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (vi) At any time prior to December 1, 2024, the Company may irrevocably elect Cash Settlement to satisfy its Conversion Obligation in respect of Notes to be converted after the date of such election, or irrevocably elect Combination Settlement and a Specified Dollar Amount (which amount shall be at least $1,000 per $1,000 principal amount of Notes) to satisfy its Conversion Obligation in respect of Notes to be converted after the date of such election. Upon making any election pursuant to this Section 13.02(a)(vi), the Company shall promptly (A) use its reasonable efforts to post information relating to such election on its website or otherwise publicly disclose such information, and (B) give written notice of such election to the Holders of the Notes. (b) Subject to Section 13.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 13.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile, PDF or other electronic transmission thereof thereof) (a notice pursuant to the applicable procedures of the Depositary or a notice as set forth in the Form of Notice of Conversion, a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 13.02(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article XIII on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 14.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 13.03(c) and Section 13.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement for any conversion occurring prior to the Regular Record Date immediately preceding the Maturity Date; on the Maturity Date, for any conversion occurring on or after the Regular Record Date immediately preceding the Maturity Date; or on the second Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of Cash Settlement or Combination Settlement. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp, or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp, or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall be required to pay that tax. The Conversion Agent may refuse to deliver or refuse to instruct the stock transfer agent to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 13.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article XIII. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but excluding, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but excluding, the relevant Conversion Date shall be deemed to be paid in full rather than canceled, extinguished, or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the open of business on the corresponding Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; (3) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record at the close of business on the Regular Record Date immediately preceding the Maturity Date, any Redemption Date described in clause (3) above, or any Fundamental Change Repurchase Date as described in the immediately preceding sentence shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date in cash regardless of whether their Notes have been converted following such Regular Record Date. (i) Subject to Section 13.13, the Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash. (k) Any applicable withholding taxes (including backup withholding) may be withheld from interest and payments upon conversion, repurchase or maturity of the Notes, or if any withholding taxes (including backup withholding) are paid on behalf of a Holder, those withholding taxes may be set off against payments of cash or Common Stock, if any, payable on the Notes to such Holder.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b14.02, Section 14.03(a) and Section 14.07(a), upon any conversion of any Note, the Company shall pay satisfy its Conversion Obligation by paying or deliverdelivering, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0214.02. (i) Prior All conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period, and all conversions for which the relevant Conversion Date occurs on or after December 15, 2028, shall be settled using the same Settlement Method. (ii) Except for any conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period, and any conversions for which the relevant Conversion Date occurs on or after December 15, 2028, and except to the close of business on extent the Business Day immediately preceding April 15, 2019Company has irrevocably elected Physical Settlement pursuant to Section 14.01(b)(ii) in a notice as described in such Section, the Company shall use the same Settlement Method for all conversions occurring on with the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on with different Conversion Dates. (iiiii) For conversions: (A) that occur prior to If, in respect of any Conversion Date (or any conversions of Called Notes for which the close of business relevant Conversion Date occurs during the related Redemption Period, or any conversions for which the relevant Conversion Date occurs on the Business Day immediately preceding April or after December 15, 2019, by 2028 or for which the close of business on the Business Day following the Conversion DateCompany has irrevocably elected Physical Settlement pursuant to Section 14.01(b)(ii) in a notice described in such Section), the Company shall elects to deliver a notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and(or such period, if the Company elects Combination Settlement, the related Cash Amount; and (B) that occur on or after April 15, 2019, the Company shall deliver a notice to all Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to the close of business on the Business Day immediately preceding April 15, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15, 2019). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver a Settlement Notice with respect to any conversion of a Note in accordance with Section 8.02(a)(ii), then the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation and the related Cash Amount shall be deemed to be $1,000. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and does not indicate the Cash Amount, such Cash Amount shall be deemed to be $1,000. (iv) With respect to any shares of Common Stock that are issuable upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If Physical Settlement applies to any Notes surrendered for conversion, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(bcase may be), the Company shall deliver such shares of Common Stock on the third Business Day following the Conversion Date. (vi) If Cash Settlement applies Notice to any Notes surrendered for conversionconverting Holders, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes being converted, an amount of cash equal to the sum of the Daily Conversion Values for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall make such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If Combination Settlement applies to any Notes surrendered for conversion, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for each $1,000 principal amount of Notes being converted, the sum of the Daily Settlement Amounts for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable Observation Period. (viii) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of any fractional share pursuant to Section 8.02(i), the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) no later than the close of business on the Daily Settlement Amounts or Trading Day immediately following the Daily relevant Conversion ValuesDate (or, as in the case may beof (A) any conversions of Called Notes for which the relevant Conversion Date occurs during the related Redemption Period, in the related Notice of Redemption, (B) any conversions of Notes which the relevant Conversion Date occurs on or after December 15, 2028, no later than December 15, 2028 or (C) any conversions for which the Company has irrevocably elected Physical Settlement pursuant to Section 14.01(b)(ii), in a notice described in such Section or previously made an irrevocable election with respect to all subsequent conversions of Notes as described in this Section 14.02(a)(iii)). If the Company does not elect a Settlement Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect a Settlement Method with respect to any conversion on such Conversion Date or during such period, and the Company shall be deemed to have elected the Default Settlement Method with respect to such conversion. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of cash deliverable Notes. If the Company delivers a Settlement Notice electing Combination Settlement (or is deemed to have elected Combination Settlement) in lieu respect of fractional shares its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Common StockNotes to be converted in such Settlement Notice, the Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. The Trustee and For the Conversion Agent (if other than avoidance of doubt, the Trustee) Company’s failure to timely elect a Settlement Method or specify as applicable a Specified Dollar Amount shall have no responsibility for any such determinationnot constitute a Default or Event of Default under this Indenture.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b14.02, Section 14.03(b) and Section 14.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0214.02. (i) Prior to All conversions for which the close of business relevant Conversion Date occurs on or after May 1, 2019 shall be settled using the Business Day immediately preceding April 15same Settlement Method. (ii) Except for any conversions for which the relevant Conversion Date occurs on or after May 1, 2019, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on with different Conversion Dates. (iiiii) For conversions: If, in respect of any Conversion Date (A) that occur prior to or the close period described in the third immediately succeeding set of business on parentheses, as the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Datecase may be), the Company shall elects to deliver a notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and(or such period, if as the Company elects Combination Settlementcase may be), the related Cash Amount; and (B) that occur on or after April 15Company, 2019through the Trustee, the Company shall deliver a notice such Settlement Notice to all converting Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to no later than the close of business on the Business Trading Day immediately following the relevant Conversion Date (or, in the case of any conversions for which the relevant Conversion Date occurs on or after May 1, 2019, no later than the close of business on Scheduled Trading Day immediately preceding April 15, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15May 1, 2019). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver elect a Settlement Notice Method prior to the deadline set forth in the immediately preceding sentence, the Company shall no longer have the right to elect Cash Settlement or Physical Settlement with respect to any such conversion of a Note in accordance with Section 8.02(a)(ii), then or during such period and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed equal to be $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Cash Amount, such Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (iv) With respect to any The cash, shares of Common Stock that are issuable upon conversionor combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if Physical Settlement applies, the Person Company elects to satisfy its Conversion Obligation in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for in respect of each $1,000 principal amount of Notes being converted, converted a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock effect on the third Business Day following the Conversion Date.; (viB) If if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 30 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), ; and (C) if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive Trading Day Days during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable related Observation Period. (viiiv) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering any fractional share pursuant to Section 8.02(i)of Common Stock, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. The Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement (provided that, with respect to any Conversion Date following the Regular Record Date immediately preceding the Maturity Date, the Company shall settle any such conversion on the Maturity Date), or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver or refuse to instruct the stock transfer agent to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Xxxxxx in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than canceled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the open of business on the corresponding Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date or any Fundamental Change Repurchase Date as described in the immediately preceding sentence shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date regardless of whether their Notes have been converted following such Regular Record Date. (i) Subject to Section 14.12, the Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b14.01(c), Section 14.03(b) and Section 14.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.01(c) (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (ij) of this Section 8.02 14.01(c) (“Combination Settlement”), at its election, and the Interest Make-Whole Payment, if applicable, as set forth in this Section 8.0214.01(c); provided, however that if, in respect of any conversion of a Note, the amount of the Interest Make-Whole Payment would exceed $130.44 per $1,000 principal amount of Notes, the Company shall be required to settle such conversion solely in shares of Common Stock. (i) Prior to All conversions for which the close of business relevant Conversion Date occurs on or after January 1, 2020 shall be settled using the Business Day immediately preceding April 15same Settlement Method. (ii) Except for any conversions for which the relevant Conversion Date occurs on or after January 1, 20192020, the Company shall use the same Settlement Method for all conversions occurring on with the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on with different Conversion Dates. (iiiii) For conversions: If, in respect of any Conversion Date (A) that occur prior to or the close period described in the third immediately succeeding set of business on parentheses, as the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Datecase may be), the Company shall elects to deliver a notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and(or such period, if as the Company elects Combination Settlementcase may be), the related Cash Amount; and (B) that occur on or after April 15Company, 2019in writing, through the Company Trustee, shall deliver a notice such Settlement Notice to all converting Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to no later than the close of business on the Business Trading Day immediately preceding April 15following the relevant Conversion Date (or, 2019 (in the case of any conversions for which Settlement Method and Cash Amount, if applicable, will apply to all conversions the relevant Conversion Date occurs on or after April 15January 1, 20192020, no later than January 1, 2020). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver elect a Settlement Notice with respect Method prior to any conversion of a Note the deadline set forth in accordance with Section 8.02(a)(ii)the immediately preceding sentence, then the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed equal to be $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Cash Amount, such Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (iv) With respect to any The cash, shares of Common Stock that are issuable upon conversionor combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if Physical Settlement applies, the Person Company elects to satisfy its Conversion Obligation in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for in respect of each $1,000 principal amount of Notes being converted, converted a number of shares of Common Stock equal to the applicable Conversion Rate as of in effect on the relevant Conversion DateDate and the Interest Make-Whole Payment, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), if applicable; (B) if the Company shall deliver elects to satisfy its Conversion Obligation in respect of such shares of Common Stock on the third Business Day following the Conversion Date. (vi) If conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 50 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b)Period and the Interest Make-Whole Payment, if applicable; and (C) if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 50 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b)Period and the Interest Make-Whole Payment, the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable Observation Periodif applicable. (viiiv) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering any fractional share pursuant to Section 8.02(i)of Common Stock, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile, .PDF attachment or other electronic transmission thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation (and settlement of any Interest Make-Whole Payment) to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents, (4) if required, pay all transfer and similar taxes as set forth in Section 14.02(d) and Section 14.02(e) and (5) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Xxxxxx has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation and Interest Make-Whole Payment, if applicable, with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as set forth in Section 14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation, including the Interest Make-Whole Payment, if applicable, on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement (unless such Conversion Date is on or after the Regular Record Date immediately preceding the Maturity Date, in which case the Company shall deliver the consideration due in respect of such Conversion Obligation on the Maturity Date), or on the third Business Day immediately following the last Trading Day of the Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation together with any Interest Make-Whole Payment, if applicable. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Company may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares of Common Stock issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian (if other than the Trustee) at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date will receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for Notes in respect of which an Interest Make-Whole Payment is payable upon conversion; (2) for conversions following the Regular Record Date immediately preceding the Maturity Date; (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the Business Day immediately following the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Amounts, if any Defaulted Amounts exists at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on the Regular Record Date immediately preceding the Maturity Date and any Fundamental Change Repurchase Date described in clause (3) of the immediately preceding sentence and Holders entitled to an Interest Make-Whole Payment upon conversion shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date regardless of whether their Notes have been converted following such Regular Record Date. (i) The Person in whose name the shares of Common Stock shall be issuable upon conversion shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (j) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP for the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP for the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.02, Section 8.03(b) and Section 8.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder of the Notes, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 (“Combination Settlement”), at its election, as set forth in this Section 8.02. (i) Prior All conversions occurring on or after November 1, 2017 and all conversions occurring after the Company’s issuance of a Redemption Notice with respect to the close Notes and prior to the related Redemption Date shall be settled using the same Settlement Method. (ii) Except for any conversions that occur after the Company’s issuance of business a Redemption Notice with respect to the Notes but prior to the related Redemption Date and any conversions occurring on the Business Day immediately preceding April 15or after November 1, 20192017, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April 15, 2019, but the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (iiiii) For conversions: (A) that occur prior Subject to the close two immediately succeeding sentences, if, in respect of business on the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the any Conversion Date, the Company shall deliver elects a notice to converting Holders of the relevant Settlement Method in respect of such Conversion Date and, if the Company elects Combination SettlementDate, the related Cash Amount; and (B) that occur on or after April 15Company, 2019through the Trustee, the Company shall deliver a notice the relevant Settlement Notice to all converting Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to Notes no later than the close of business on the Business Trading Day immediately preceding April 15following the relevant Conversion Date. In the case of any conversions occurring on or after the date of issuance of a Redemption Notice with respect to the Notes and prior to the related Redemption Date, 2019 (which if the Company elects a Settlement Method, the Company shall notify Holders of the Notes of the relevant Settlement Method and Cash Amount, if applicable, will apply to all in such Redemption Notice. In the case of any conversions on or after April 15November 1, 2019). Any 2017, if the Company elects a Settlement Method, the Company, through the Trustee, shall deliver a Settlement Notice delivered pursuant to clause (A) or (B) all Holders of this Section 8.02(a)(ii) may not be revoked. (iii) the Notes no later than November 1, 2017. If the Company does not deliver elect a Settlement Notice with respect Method prior to any conversion of a Note the relevant deadline set forth in accordance with Section 8.02(a)(ii)the three immediately preceding sentences, then the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed equal to be $1,000. The Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing elects Combination Settlement as the Settlement Method and Settlement, but does not indicate timely notify converting Holders of the Cash Specified Dollar Amount, such Cash Specified Dollar Amount shall be deemed to be $1,000. (iv) With respect to any The cash, shares of Common Stock that are issuable upon conversionor combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed by the Company as follows: (A) if Physical Settlement applies, the Person Company elects to satisfy its Conversion Obligation in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the applicable product of Article 12 the aggregate principal amount of Notes to be converted, divided by $1,000, and Article 13 the Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock effect on the third Business Day following the Conversion Date.; (viB) If if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 20 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), ; and (C) if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for Holder, in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 20 consecutive Trading Day Days during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable Observation Period. (viiiv) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of any fractional share pursuant to Section 8.02(i)share, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 8.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall Article 14 in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 8.02(g) and Article 15 in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 8.02(g). The Trustee (and if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 8 on the Conversion Date for such conversion. No Holder may surrender Notes for conversion if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 9.03. If more than one Note shall be surrendered for conversion at one time by the same Holder of the Notes, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder of the Notes has complied with the requirements set forth in subsection (b) above. The Company shall pay or deliver, as the case may be, the consideration due (including any cash in lieu of fractional shares) in respect of the Conversion Obligation on the third Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement, or on the third Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method (subject to the provisions of Section 8.03(b) and Section 8.07(a)). If any shares of Common Stock are due to converting Holders of the Notes, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, in $1,000 principal amount or an integral multiple thereof, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder of the Notes but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder of the Notes submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares of Common Stock to be issued in a name other than such Holder’s name, in which case such Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than such Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Upon the conversion of an interest in a Global Note, the Trustee, or the Note Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (g) Upon conversion, a Holder of the Notes shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s payment or delivery, as the case may be, of the Settlement Amount upon conversion of any Note shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the Conversion Date shall be deemed to be paid in full rather than canceled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest shall be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date, Holders of such Notes as of the close of business on such Regular Record Date shall receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Redemption Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; (3) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date; or (4) to the extent of any Defaulted Interest, if any Defaulted Interest exists at the time of conversion with respect to such Note. (h) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as the holder of record of such shares as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion; provided that (a) the converting Holder shall have the right to receive the Settlement Amount due upon conversion and (b) in the case of a conversion between a Regular Record Date and the corresponding Interest Payment Date, the Holder of record as of the close of business on such Regular Record Date shall have the right to receive the interest payable on such Interest Payment Date, in accordance with clause (g) above. (i) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the applicable Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Subject to this Section 8.03(b14.02, Section 14.03(b) and Section 14.07(a), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to the converting HoldersHolder, in respect of its Conversion Obligationeach $1,000 principal amount of Notes being converted, cash (i) “Cash Settlement”), shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 14.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of delivering any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 14.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0214.02. (i) Prior to All conversions occurring on or after May 1, 2027 shall be settled using the close of business on the Business Day immediately preceding April 15, 2019, the same Settlement Method. (ii) The Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided thatbut, prior except for any conversions that occur during the period from, and including, May 1, 2027 to April 15, 2019the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (iiiii) For conversions: If, in respect of any Conversion Date (A) that occur prior to or the close period described in the third immediately succeeding set of business on parentheses, as the Business Day immediately preceding April 15, 2019, by the close of business on the Business Day following the Conversion Datecase may be), the Company shall elects to deliver a written notice to converting Holders (the “Settlement Notice”) of the relevant Settlement Method in respect of such Conversion Date and(or such period, if as the Company elects Combination Settlement, the related Cash Amount; and (B) that occur on or after April 15, 2019case may be), the Company shall deliver such Settlement Notice to converting Holders (with a notice copy to all Holders the Trustee and Conversion Agent) no later than the close of business on the Trading Day immediately following the relevant Settlement Method andConversion Date (or, if in the Company elects Combination Settlementcase of any conversions occurring during the period from, the related Cash Amountand including, prior May 1, 2027 to the close of business on the second Scheduled Trading Day immediately preceding the Maturity Date, no later than the close of business on Business Day immediately preceding April 15May 1, 2019 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April 15, 20192027). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii) may not be revoked. (iii) If the Company does not deliver elect a Settlement Notice with respect Method prior to any conversion of a Note the deadline set forth in accordance with Section 8.02(a)(ii)the immediately preceding sentence, then the Company shall no longer have the right to elect Cash Settlement or Physical Settlement and the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation Obligation, and the related Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed equal to be $1,000. Such Settlement Notice shall specify the relevant Settlement Method and in the case of an election of Combination Settlement, the relevant Settlement Notice shall indicate the Specified Dollar Amount per $1,000 principal amount of Notes. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii) electing Combination Settlement as the Settlement Method and in respect of its Conversion Obligation but does not indicate a Specified Dollar Amount per $1,000 principal amount of Notes in such Settlement Notice, the Cash Amount, such Cash Specified Dollar Amount per $1,000 principal amount of Notes shall be deemed to be $1,000. (iv) With respect to any The cash, shares of Common Stock that are issuable upon conversionor combination of cash and shares of Common Stock in respect of any conversion of Notes (the “Settlement Amount”) shall be computed as follows: (A) if Physical Settlement applies, the Person Company elects to satisfy its Conversion Obligation in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record respect of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes. (v) If by Physical Settlement applies to any Notes surrendered for conversionSettlement, the Company shall deliver to the converting Holder (subject to Section 8.02(c)), for in respect of each $1,000 principal amount of Notes being converted, converted a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i). Subject to Section 8.03(b), the Company shall deliver such shares of Common Stock effect on the third Business Day following the Conversion Date.; (viB) If if the Company elects to satisfy its Conversion Obligation in respect of such conversion by Cash Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay to the converting Holder, for Holder in respect of each $1,000 principal amount of Notes being converted, converted cash in an amount of cash equal to the sum of the Daily Conversion Values for each of the 30 consecutive Trading Day Days during the relevant related Observation Period. Subject to Section 8.03(b), ; and (C) if the Company shall make elects (or is deemed to have elected) to satisfy its Conversion Obligation in respect of such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If conversion by Combination Settlement applies to any Notes surrendered for conversionSettlement, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c)) for in respect of each $1,000 principal amount of Notes being converted, a Settlement Amount equal to the sum of the Daily Settlement Amounts for each of the 30 consecutive Trading Day Days during the relevant Observation Period. Subject to Section 8.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable related Observation Period. (viiiv) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering any fractional share pursuant to Section 8.02(i)of Common Stock, the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable payable in lieu of delivering fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Subject to Section 14.02(e), before any Holder of a Note shall be entitled to convert a Note as set forth above, such Holder shall (i) in the case of a Global Note, comply with the procedures of the Depositary in effect at that time and, if required, pay funds equal to any interest payable on the next Interest Payment Date as set forth in Section 14.02(g) and (ii) in the case of a Physical Note (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of Notes to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Notes, duly endorsed to the Company or in blank (and accompanied by appropriate endorsement and transfer documents), at the office of the Conversion Agent, (3) if required, furnish appropriate endorsements and transfer documents and (4) if required, pay funds equal to any interest payable on the next Interest Payment Date as set forth in Section 14.02(g). The Trustee (and, if different, the Conversion Agent) shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Notes may be surrendered by a Holder thereof if such Holder has also delivered a Fundamental Change Repurchase Notice to the Company in respect of such Notes and has not validly withdrawn such Fundamental Change Repurchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. Except as provided in Section 14.03(b) and Section 14.07(a), the Company shall pay or deliver, as the case may be, the consideration due in respect of the Conversion Obligation on the second Business Day immediately following the relevant Conversion Date, if the Company elects Physical Settlement (provided that, with respect to any Conversion Date occurring on or after August 15, 2027, the Company shall settle any such conversion on the Maturity Date), or on the second Business Day immediately following the last Trading Day of the relevant Observation Period, in the case of any other Settlement Method. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any documentary, stamp or similar issue or transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issuance of any shares of Common Stock upon conversion, unless the tax is due because the Holder requests such shares to be issued in a name other than the Holder’s name, in which case the Holder shall pay that tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (g) Upon conversion, a Holder shall not receive any separate cash payment for accrued and unpaid interest, if any, except as set forth below. The Company’s settlement of the full Conversion Obligation shall be deemed to satisfy in full its obligation to pay the principal amount of the Note and accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date. As a result, accrued and unpaid interest, if any, to, but not including, the relevant Conversion Date shall be deemed to be paid in full rather than canceled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, any accrued and unpaid interest will be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on an Interest Record Date, Holders of such Notes as of the close of business on such Interest Record Date will receive the full amount of any interest payable on such Notes on the corresponding Interest Payment Date notwithstanding the conversion. Notes surrendered for conversion during the period from the close of business on any Interest Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of any interest payable on the Notes so converted; provided that no such payment shall be required (1) for conversions following August 15, 2027; (2) if the Company has specified a Fundamental Change Repurchase Date that is after an Interest Record Date and on or prior to the Business Day immediately succeeding the date on which the corresponding interest payment is made; or (3) to the extent of any interest constituting Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. Therefore, for the avoidance of doubt, all Holders of record on August 15, 2027 and any Fundamental Change Repurchase Date as described in clause (2) of the immediately preceding sentence shall receive the full interest payment due on the Maturity Date or other applicable Interest Payment Date regardless of whether their Notes have been converted following such Interest Record Date. (h) The Person in whose name the certificate for any shares of Common Stock delivered upon conversion is registered shall be treated as a stockholder of record as of the close of business on the relevant Conversion Date (if the Company elects to satisfy the related Conversion Obligation by Physical Settlement) or the last Trading Day of the relevant Observation Period (if the Company elects to satisfy the related Conversion Obligation by Combination Settlement), as the case may be. Upon a conversion of Notes, such Person shall no longer be a Holder of such Notes surrendered for conversion. (i) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of delivering any fractional share of Common Stock issuable upon conversion based on the Daily VWAP on the relevant Conversion Date (in the case of Physical Settlement) or based on the Daily VWAP on the last Trading Day of the relevant Observation Period (in the case of Combination Settlement). For each Note surrendered for conversion, if the Company has elected (or is deemed to have elected) Combination Settlement, the full number of shares that shall be issued upon conversion thereof shall be computed on the basis of the aggregate Daily Settlement Amounts for the relevant Observation Period and any fractional shares remaining after such computation shall be paid in cash.

Conversion Procedure; Settlement Upon Conversion. (a) Except as provided in Section 8.03(b14.03(b), upon any conversion of any Note, the Company shall pay or deliver, as the case may be, to converting Holders, in respect of its Conversion Obligation, (i) shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 14.02 (“Physical Settlement”), (ii) a cash payment without any delivery of shares of Common Stock (“Cash Settlement”), or (iii) a combination of cash and shares of Common Stock, together with cash, if applicable, in lieu of any fractional share of Common Stock in accordance with subsection (i) of this Section 8.02 14.02 (“Combination Settlement”), at its election, as set forth in this Section 8.0214.02. (i) Prior to the close of business on the Business Day immediately preceding April March 15, 20192014, the Company shall use the same Settlement Method for all conversions occurring on the same Conversion Date, provided that, prior to April March 15, 20192014, the Company shall not have any obligation to use the same Settlement Method with respect to conversions that occur on different Conversion Dates. (ii) For conversions: (A) that occur prior to the close of business on the Business Day immediately preceding April March 15, 20192014, by the close of business on the Business Day following the Conversion Date, the Company shall deliver a notice to converting Holders of the relevant Settlement Method in respect of such Conversion Date and, if the Company elects Combination Settlement, the related Cash Amount; and (B) that occur on or after April March 15, 20192014, the Company shall deliver a notice to all Holders of the relevant Settlement Method and, if the Company elects Combination Settlement, the related Cash Amount, prior to the close of business on the Business Day immediately preceding April March 15, 2019 2014 (which Settlement Method and Cash Amount, if applicable, will apply to all conversions on or after April March 15, 20192014). Any Settlement Notice delivered pursuant to clause (A) or (B) of this Section 8.02(a)(ii14.02(a)(ii) may not be revoked. (iii) If the Company does not deliver a Settlement Notice with respect to any conversion of a Note in accordance with Section 8.02(a)(ii14.02(a)(ii), then the Company shall be deemed to have elected Combination Settlement in respect of its Conversion Obligation and the related Cash Amount shall be deemed to be $1,000. If the Company delivers a Settlement Notice with respect to the conversion of a Note in accordance with Section 8.02(a)(ii14.02(a)(ii) electing Combination Settlement as the Settlement Method and does not indicate the Cash Amount, such Cash Amount shall be deemed to be $1,000. (iv) With respect to any shares of Common Stock that are issuable upon conversion: (A) if Physical Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the relevant Conversion Date; and (B) if Combination Settlement applies, the Person in whose name the certificate or certificates for such shares of Common Stock shall be registered shall become the holder of record of such shares of Common Stock as of the close of business on the last Trading Day of the related Observation Period. Upon a conversion of Notes, the Holder who surrendered such Notes for conversion shall no longer be a Holder of such Notes, except for purposes of participating in a transaction that, but for the participation of Holders of the Notes, would give rise to an adjustment to the Conversion Rate pursuant to Section 14.04. (v) If Physical Settlement applies to any Notes surrendered for conversion, the Company shall deliver to the converting Holder (subject to Section 8.02(c14.02(c)), for each $1,000 principal amount of Notes being converted, a number of shares of Common Stock equal to the applicable Conversion Rate as of the relevant Conversion Date, together with cash in lieu of fractional shares of Common Stock pursuant to Section 8.02(i14.02(i). Subject to Section 8.03(b14.03(b), the Company shall deliver such shares of Common Stock (1) on the third Business Day following the Conversion Date, in the case of a Physical Settlement with respect to a Conversion Date that occurs prior to the close of business on the Business Day immediately preceding March 15, 2014 or (2) on the third Business Day following the last Trading Day of the applicable Observation Period, in the case of a Physical Settlement with respect to a Conversion Date that occurs on or after March 15, 2014. (vi) If Cash Settlement applies to any Notes surrendered for conversion, the Company shall pay to the converting Holder, for each $1,000 principal amount of Notes being converted, an amount of cash equal to the sum of the Daily Conversion Values for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b14.03(b), the Company shall make such payment on the third Business Day following the last Trading Day of the applicable Observation Period. (vii) If Combination Settlement applies to any Notes surrendered for conversion, the Company shall pay or deliver, as the case may be, to the converting Holder (subject to Section 8.02(c14.02(c)) for each $1,000 principal amount of Notes being converted, the sum of the Daily Settlement Amounts for each Trading Day during the relevant Observation Period. Subject to Section 8.03(b14.03(b), the Company shall deliver the cash and shares of Common Stock comprising its Conversion Obligation pursuant to the preceding sentence on the third Business Day following the last Trading Day of the applicable Observation Period. (viii) The Daily Settlement Amounts (if applicable) and the Daily Conversion Values (if applicable) shall be determined by the Company promptly following the last day of the Observation Period. Promptly after such determination of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of any fractional share pursuant to Section 8.02(i14.02(i), the Company shall notify in writing the Trustee and the Conversion Agent (if other than the Trustee) of the Daily Settlement Amounts or the Daily Conversion Values, as the case may be, and the amount of cash deliverable in lieu of fractional shares of Common Stock. The Trustee and the Conversion Agent (if other than the Trustee) shall have no responsibility for any such determination. (b) Before any holder of a beneficial interest in a Global Note shall be entitled to convert such beneficial interest as set forth above, such holder shall comply with the procedures of the Depositary for converting a beneficial interest in a global note in effect at that time and, if required, pay funds equal to any interest payable on the next Interest Payment Date to which such holder is not entitled as set forth in Section 14.02(h) and, if required, all documentary, stamp or similar issue or transfer taxes, if any, as required by Section 14.02(d) or Section 14.02(e). In the case of a Physical Note, before the Holder thereof shall be entitled to convert such Note as set forth above, such Holder shall (1) complete, manually sign and deliver an irrevocable notice to the Conversion Agent as set forth in the Form of Notice of Conversion (or a facsimile thereof) (a “Notice of Conversion”) at the office of the Conversion Agent and state in writing therein the principal amount of such Note to be converted and the name or names (with addresses) in which such Holder wishes the certificate or certificates for any shares of Common Stock to be delivered upon settlement of the Conversion Obligation to be registered, (2) surrender such Note, duly endorsed to the Company or in blank at the office of the Conversion Agent, (3) if required, pay funds equal to any interest payable on the next Interest Payment Date to which such Holder is not entitled as set forth in Section 14.02(h), (4) if required, furnish appropriate endorsements and transfer documents and (5) if required, pay all documentary, stamp or similar issue or transfer taxes, if any, as required by Section 14.02(d) or Section 14.02(e). The Conversion Agent shall notify the Company of any conversion pursuant to this Article 14 on the Conversion Date for such conversion. No Notice of Conversion with respect to any Note may be delivered by the Holder thereof if such Holder has also delivered a Fundamental Change Purchase Notice to the Company in respect of such Note and not validly withdrawn such Fundamental Change Purchase Notice in accordance with Section 15.03. If more than one Note shall be surrendered for conversion at one time by the same Holder, the Conversion Obligation with respect to such Notes shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted thereby) so surrendered. (c) A Note shall be deemed to have been converted immediately prior to the close of business on the date (the “Conversion Date”) that the Holder has complied with the requirements set forth in subsection (b) above. If any shares of Common Stock are due to converting Holders, the Company shall issue or cause to be issued, and deliver to the Conversion Agent or to such Holder, or such Holder’s nominee or nominees, certificates or a book-entry transfer through the Depositary for the full number of shares of Common Stock to which such Holder shall be entitled in satisfaction of the Company’s Conversion Obligation. (d) In case any Note shall be surrendered for partial conversion, the Company shall execute and the Trustee shall authenticate and deliver to or upon the written order of the Holder of the Note so surrendered a new Note or Notes in authorized denominations in an aggregate principal amount equal to the unconverted portion of the surrendered Note, without payment of any service charge by the converting Holder but, if required by the Company or Trustee, with payment of a sum sufficient to cover any transfer tax or similar governmental charge required by law or that may be imposed in connection therewith as a result of the name of the Holder of the new Notes issued upon such conversion being different from the name of the Holder of the old Notes surrendered for such conversion. (e) If a Holder submits a Note for conversion in accordance with Section 14.02, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of any shares of Common Stock upon such conversion, unless such tax is due because such Holder requests such shares to be issued in a name other than such Holder’s name, in which case such Holder shall pay such tax. The Conversion Agent may refuse to deliver the certificates representing the shares of Common Stock being issued in a name other than the Holder’s name until the Trustee receives a sum sufficient to pay any such tax that is due by such Holder in accordance with the immediately preceding sentence. (f) Except as provided in Section 14.04, no adjustment shall be made for dividends on any shares issued upon the conversion of any Note as provided in this Article 14. (g) Upon the conversion of an interest in a Global Note, the Trustee, or the Custodian at the direction of the Trustee, shall make a notation on such Global Note as to the reduction in the principal amount represented thereby. The Company shall notify the Trustee in writing of any conversion of Notes effected through any Conversion Agent other than the Trustee. (h) Upon conversion, a Holder shall not receive any separate cash payment or additional shares of Common Stock representing accrued and unpaid interest, if any, except as set forth below. Upon conversion of any Note, the Company’s settlement of the Conversion Obligation with respect to such Note shall be deemed to satisfy in full its obligation to pay the principal amount of such Note and accrued and unpaid interest, if any, on such Note to, but not including, the Conversion Date. As a result, accrued and unpaid interest, if any, on such Note to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Upon a conversion of Notes into a combination of cash and shares of Common Stock, accrued and unpaid interest, if any, shall be deemed to be paid first out of the cash paid upon such conversion. Notwithstanding the foregoing, if Notes are converted after the close of business on a Regular Record Date and prior to the open of business on the corresponding Interest Payment Date, Holders of such Notes as of the close of business on such Regular Record Date shall receive the full amount of interest payable on such Notes on the corresponding Interest Payment Date notwithstanding such conversion. Notes surrendered for conversion during the period from the close of business on any Regular Record Date to the open of business on the immediately following Interest Payment Date must be accompanied by funds equal to the amount of interest payable on the Notes so converted; provided that no such payment shall be required (1) if such Notes are surrendered for conversion after the close of business on the Regular Record Date immediately preceding the Maturity Date; (2) if the Company has specified a Fundamental Change Purchase Date that is after a Regular Record Date and on or prior to the second Scheduled Trading Day immediately following the corresponding Interest Payment Date; or (3) to the extent of any Defaulted Amounts, if any Defaulted Amounts exist at the time of conversion with respect to such Note. (i) The Company shall not issue any fractional share of Common Stock upon conversion of the Notes and shall instead pay cash in lieu of any fractional share of Common Stock issuable upon conversion. If Physical Settlement applies, the amount of such cash shall be based on the Daily VWAP of the Common Stock (i) on the relevant Conversion Date, if such Conversion Date occurs prior to the close of business on the Business Day immediately preceding March 15, 2014 and (ii) on the last Trading Day of the applicable Observation Period, if the relevant Conversion Date occurs on or after March 15, 2014. If Combination Settlement applies, the amount of such cash shall be based on the Daily VWAP of the Common Stock on the last Trading Day of the applicable Observation Period. If Combination Settlement applies, for each Note surrendered for conversion the full number of shares of Common Stock that shall be issued upon conversion thereof shall be calculated on the basis of the aggregate Daily Settlement Amounts for the applicable Observation Period and any fractional shares of Common Stock remaining after such calculation shall be paid in cash. In addition, if more than one Note shall be surrendered for conversion at one time by the same Holder, the number of full shares of Common Stock, if any, that shall be issued upon conversion thereof shall be calculated on the basis of the aggregate principal amount of the Notes (or specified portions thereof) so surrendered.