Common use of Make-Whole Amount Clause in Contracts

Make-Whole Amount. If a Change in Control occurs prior to October 20, 2011 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to exchange its Notes in connection with such Change in Control pursuant to Section 2.11(d), the Operating Partnership shall increase the applicable Exchange Rate for such Notes surrendered for exchange by a number of additional Company Common Shares (the “Additional Shares”) as specified below. An exchange of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of exchange of the Notes is received by the Exchange Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares shall be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares receive only cash in a Change in Control transaction described in clause (1) of the definition of such term, the Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Stock Price shall be the average of the Closing Sale Prices of Company Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Stock Prices set forth in the first row of the table (i.e., the column headers) shall be adjusted as of any date on which the Exchange Rate of the Notes is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Exchange Rate as so adjusted. In addition, the number of Additional Shares shall be subject to adjustment in the same manner as the Exchange Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: October 4, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 15, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.0270 0.0019 October 15, 2008 5.0813 1.9703 0.9400 0.4167 0.1598 0.0391 0.0020 0.0000 October 15, 2009 5.0813 1.7371 0.7181 0.2502 0.0524 0.0011 0.0000 0.0000 October 15, 2010 5.0813 1.3128 0.3734 0.0459 0.0000 0.0000 0.0000 0.0000 October 20, 2011 5.0813 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The actual Stock Prices and Effective Dates may not be set forth in the table, in which case: (a) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two dates in the table, the Additional Shares shall be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; (b) if the Stock Price is equal to or in excess of $70.00 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall be issued upon an exchange of Notes; (c) if the Stock Price is less than $32.80 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall be issued upon an exchange of Notes. Notwithstanding the foregoing, in no event shall the Exchange Rate (including any Additional Shares) issuable upon an exchange of Notes exceed 30.4878 shares per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Rate pursuant to Section 2.14 hereof. All calculations under this Section 2.10 shall be the responsibility of the Issuer.

Make-Whole Amount. If the Effective Date (as defined below) of a Change in Control occurs prior to October November 20, 2011 2015 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to exchange convert its Notes in connection with such Change in Control pursuant to Section 2.11(d)) hereof, the Operating Partnership Company shall increase the applicable Exchange Conversion Rate for such Notes surrendered for exchange conversion by a number of additional Company Common Shares (the “Additional Shares”) as specified below. An exchange A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of exchange conversion of the Notes is received by the Exchange Conversion Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares shall will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Stock Share Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares receive only cash in a Change in Control transaction described in clause (1) of the definition of such termtransaction, the Stock Share Price shall be the cash amount paid per Company Common Share. In all other cases, the Stock Share Price shall be the average of the Closing Sale Prices of Company the Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Stock Share Prices set forth in the first row of the table (i.e., the column headers) shall will be adjusted as of any date on which the Exchange Conversion Rate of the Notes is adjusted. The adjusted Stock Share Prices shall will equal the Stock Share Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Exchange Conversion Rate immediately prior to the adjustment giving rise to the Stock Share Price adjustment and the denominator of which is the Exchange Conversion Rate as so adjusted. In addition, the number of Additional Shares shall will be subject to adjustment in the same manner as the Exchange Conversion Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Stock Share Price and number of Additional Shares to be received per $1,000 principal amount of Notes: October 4, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 15, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.0270 0.0019 October 15, 2008 5.0813 1.9703 0.9400 0.4167 0.1598 0.0391 0.0020 11/5/2010 16.7849 14.1925 11.5928 9.6160 6.7117 4.7654 3.4339 2.1480 1.0203 0.4862 0.2162 0.0761 0.0085 11/15/2011 16.7849 14.1773 11.5456 9.4437 6.3981 4.4045 3.0771 1.8405 0.8165 0.3640 0.1481 0.0416 0.0000 October 15, 2009 5.0813 1.7371 0.7181 0.2502 0.0524 0.0011 11/15/2012 16.7849 13.9524 11.1382 8.9151 5.7620 3.7732 2.5064 1.3943 0.5564 0.2249 0.0789 0.0116 0.0000 11/15/2013 16.7849 13.1027 10.1071 7.7848 4.6136 2.7479 1.6575 0.8061 0.2727 0.0979 0.0257 0.0000 0.0000 October 15, 2010 5.0813 1.3128 0.3734 0.0459 11/15/2014 16.7849 11.7547 8.4396 5.9557 2.8345 1.2932 0.5858 0.1987 0.0594 0.0232 0.0016 0.0000 0.0000 11/20/2015 16.7849 10.3925 5.6306 1.4620 0.0000 0.0000 October 20, 2011 5.0813 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The actual Stock exact Share Prices and Effective Dates may not be set forth in the table, in which case: (a) if the Stock Share Price is between two Stock Share Price amounts in the table or the Effective Date is between two dates in the table, the Additional Shares shall will be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Share Price amounts and the two dates, as applicable, based on a 365-day year; (b) if the Stock Share Price is equal to or in excess of $70.00 50.00 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall will be issued delivered upon an exchange a conversion of Notes;; and (c) if the Stock Share Price is less than $32.80 12.85 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall will be issued delivered upon an exchange a conversion of Notes. Notwithstanding the foregoing, in no event shall the Exchange Rate (including any Additional Shares) issuable total number of Common Shares deliverable upon an exchange a conversion of Notes exceed 30.4878 77.8210 shares per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Conversion Rate pursuant to Section 2.14 hereof. All calculations under this Section 2.10 shall be the responsibility of the Issuer.

Make-Whole Amount. If a Change in Control occurs prior to October 20January 18, 2011 2012 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to exchange its Notes in connection with such Change in Control pursuant to Section 2.11(d), the Operating Partnership shall increase the applicable Exchange Rate for such Notes surrendered for exchange by a number of additional Company Common Shares (the “Additional Shares”) as specified below. An exchange of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of exchange of the Notes is received by the Exchange Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares shall will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares receive only cash in a Change in Control transaction described in clause (1) of the definition of such term, the Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Stock Price shall be the average of the Closing Sale Prices of Company Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Stock Prices set forth in the first row of the table (i.e., the column headers) shall will be adjusted as of any date on which the Exchange Rate of the Notes is adjusted. The adjusted Stock Prices shall will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Exchange Rate as so adjusted. In addition, the number of Additional Shares shall will be subject to adjustment in the same manner as the Exchange Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: October 4June 27, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 4.3624 3.1072 2.0598 1.4864 0.9190 0.6840 0.5749 0.5031 0.4507 July 15, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.0270 0.0019 October 4.3624 3.0078 1.9270 1.3190 0.7702 0.5661 0.4734 0.4150 0.3722 July 15, 2008 5.0813 1.9703 0.9400 0.4167 0.1598 0.0391 0.0020 0.0000 October 4.3624 2.8765 1.7748 1.1194 0.6071 0.4406 0.3692 0.3246 0.2918 July 15, 2009 5.0813 1.7371 0.7181 0.2502 0.0524 0.0011 0.0000 0.0000 October 4.3624 2.6984 1.5273 0.8772 0.4301 0.3145 0.2669 0.2365 0.2132 July 15, 2010 5.0813 1.3128 0.3734 0.0459 0.0000 0.0000 0.0000 0.0000 October 204.3624 2.4372 1.1807 0.5665 0.2407 0.1847 0.1600 0.1424 0.1285 July 15, 2011 5.0813 4.3624 2.0126 0.5727 0.1616 0.0725 0.0617 0.0541 0.0482 0.0435 January 18, 2012 4.3624 1.7458 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The actual exact Stock Prices and Effective Dates may not be set forth in on the table, in which case: (a) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two dates in the table, the Additional Shares shall will be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; (b) if the Stock Price is equal to or in excess of $70.00 100.00 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall will be issued upon an exchange of Notes;; and (c) if the Stock Price is less than $32.80 36.21 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall will be issued upon an exchange of Notes. Notwithstanding the foregoing, in no event shall the Exchange Rate (including any Additional Shares) total number of Company Common Shares issuable upon an exchange of Notes exceed 30.4878 27.6166 shares per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Rate pursuant to Section 2.14 hereof. All calculations under this Section 2.10 shall be the responsibility of the Issuer.

Make-Whole Amount. If a Change in Control occurs prior to October 20, 2011 as a result the effective date of a transaction or event described in clauses under clause (1) or (23) of the definition of Change “fundamental change” occurs (regardless of whether the holder has the right to require us to repurchase the notes) prior to May 15, 2014 and 10% or more of the consideration for our common stock in Control the transaction consists of consideration other than common stock that is traded or scheduled to be traded immediately following such transaction on a U.S. national or regional securities exchange (collectively, “Listed Common Equity”) and a Holder elects to exchange its Notes the notes are surrendered for conversion in connection with such Change in Control pursuant to Section 2.11(d)transaction, the Operating Partnership shall we will increase the applicable Exchange Rate for such Notes surrendered for exchange conversion rate by a number of additional Company Common Shares shares of our common stock (the “Additional Sharesadditional shares”) as specified described below. An exchange We will notify holders at least five business days prior to the anticipated effective date of Notes shall any transaction described in this paragraph. A conversion of the notes will be deemed for these purposes to be “in connection with” such a Change in Control given fundamental change if the related conversion notice of exchange of the Notes is received by the Exchange Agent on any date conversion agent during the period from and including the effective date that is of the Effective Date (as defined below) of such Change in Control up to transaction until and including the 30th Business Day business day following the Effective Date of such Change in Controleffective date. The number of Additional Shares shall additional shares will be determined by reference to the table below and is below, based on the date on which such Change in Control the transaction becomes effective (the “Effective Dateeffective date”) and the price (the “Stock Pricestock price”) paid per Company Common Share share of our common stock in such Change in Control the transaction. If holders of Company Common Shares our common stock receive only cash in a Change in Control transaction described in clause (1) of the definition of such termtransaction, the Stock Price shall stock price will be the cash amount paid per Company Common Shareshare of our common stock. In all other casesOtherwise, the Stock Price shall stock price will be the average of the Closing Sale Prices closing sale prices of Company Common Shares our common stock on the 10 consecutive Trading Days up five trading days immediately prior to but excluding not including the Effective Dateeffective date of the transaction. The Stock Prices stock prices set forth in the first row of the table below (i.e., the column headers) shall will be adjusted as of any date on which the Exchange Rate conversion rate of the Notes notes is adjusted. , as described above under “— Conversion Rate Adjustments.” The adjusted Stock Prices shall stock prices will equal the Stock Prices stock prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Exchange Rate conversion rate immediately prior to the adjustment giving rise to the Stock Price stock price adjustment and the denominator of which is the Exchange Rate conversion rate as so adjusted. In addition, the The number of Additional Shares shall additional shares will be adjusted in the same manner as the conversion rate as set forth under “— Conversion Rate Adjustments.” The following table sets forth the stock price, effective date and number of additional shares per $1,000 principal amount of notes: May 23, 2007 10.3714 8.0190 5.7733 4.5865 3.7068 2.9690 2.5072 2.0807 1.5533 1.2103 0.9546 0.7760 May 15, 2008 10.3714 7.4357 5.1622 4.0190 3.1646 2.4550 2.0399 1.6523 1.1947 0.9115 0.7068 0.5650 May 15, 2009 10.3714 7.0923 4.7697 3.6440 2.8134 2.1210 1.7454 1.3907 1.0604 0.7528 0.5868 0.4660 May 15, 2010 10.3714 6.3823 4.0099 2.9565 2.1757 1.5310 1.2363 0.9440 0.6476 0.4902 0.3834 0.3060 May 15, 2011 10.3714 5.2057 2.6755 1.7440 1.0401 0.5510 0.3890 0.2307 0.1319 0.0952 0.0723 0.0570 May 15, 2012 10.3714 4.2257 0.2729 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 May 15, 2013 10.3714 4.5857 0.1383 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 May 15, 2014 10.3714 5.3023 0.0038 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The maximum amount of additional shares is 10.3714 per $1,000 principal amount of notes, subject to adjustment in the same manner as in the Exchange conversion rate as set forth under “Description of Notes — Conversion Rights — Conversion Rate Adjustments” and in accordance with no event will the provisions number of Section 2.14 hereofadditional shares of our common stock issuable upon conversion as a result of a fundamental change exceed that amount. The following table sets forth the Stock Price exact stock prices and number of Additional Shares to be received per $1,000 principal amount of Notes: October 4, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 15, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.0270 0.0019 October 15, 2008 5.0813 1.9703 0.9400 0.4167 0.1598 0.0391 0.0020 0.0000 October 15, 2009 5.0813 1.7371 0.7181 0.2502 0.0524 0.0011 0.0000 0.0000 October 15, 2010 5.0813 1.3128 0.3734 0.0459 0.0000 0.0000 0.0000 0.0000 October 20, 2011 5.0813 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The actual Stock Prices and Effective Dates effective dates may not be set forth in the tabletable above, in which case: (a) if : • If the Stock Price stock price is between two Stock Price amounts stock prices in the table or the Effective Date effective date is between two effective dates in the table, the Additional Shares shall number of additional shares will be determined by straight-line interpolation between the number of Additional Shares additional shares set forth for the higher and lower Stock Price amounts stock prices and the two effective dates, as applicable, based on a 365-day year; (b) if . • If the Stock Price stock price is equal to or in excess of $70.00 100.00 per Company Common Share share (subject to adjustment as specified in the second preceding paragraphadjustment), no Additional Shares shall additional shares will be issued upon an exchange of Notes; (c) if added to the Stock Price conversion rate. • If the stock price is less than $32.80 26.04 per Company Common Share share (subject to adjustment as adjustment), no additional shares will be added to the conversion rate. Prior to May 20, 2012, we will not have the right to redeem the notes. We will have the right to redeem the notes in whole or in part, at any time or from time to time, on or after May 20, 2012 upon not less than 30 nor more than 60 days prior notice by mail, for a cash price equal to the percentage specified in the second preceding paragraph), no Additional Shares shall be issued upon an exchange table below of Notes. Notwithstanding the foregoing, in no event shall the Exchange Rate (including any Additional Shares) issuable upon an exchange of Notes exceed 30.4878 shares per $1,000 principal amount of Notesthe notes to be redeemed plus any accrued and unpaid interest (including contingent interest, additional interest and additional amounts, if any) thereon up to, but not including, the redemption date. If the redemption date is on a date that is after a record date and on or prior to the corresponding interest payment date, we will pay the related interest (including contingent interest, additional interest and additional amounts, if any) to the person to whom principal is payable. May 20, 2012 100.96% May 15, 2013 100.48% May 15, 2014 and thereafter 100.00% If we decide to redeem fewer than all of the outstanding notes, the trustee will select the notes to be redeemed by lot, on a pro rata basis or by another method the trustee considers appropriate. If the trustee selects a portion of a holder’s notes for partial redemption and that holder converts a portion of the same notes, the converted portion will be deemed first to be from the portion selected for redemption. In the event of any redemption in part, we will not be required to: • issue, register the transfer of or exchange any note during a period beginning at the opening of business 15 days before any selection of notes for redemption and ending at the close of business on the earliest date on which the relevant notice of redemption is deemed to have been given to all holders of notes to be so redeemed, or • register the transfer of or exchange any note so selected for redemption, in whole or in part, except the unredeemed portion of any note being redeemed in part. Holders have the right to require us to repurchase their notes in whole or in part on May 15, 2014, May 15, 2017 and May 15, 2022, each of which we refer to as a “repurchase date.” We will be required to repurchase any outstanding notes for which a holder delivers a written repurchase notice to the paying agent. This notice must be delivered during the period beginning at the opening of business on the date that is 20 business days prior to the relevant repurchase date until the close of business on the second business day prior to the repurchase date. If the repurchase notice is given and withdrawn during the period, we will not be obligated to repurchase the notes covered by the notice of withdrawal. Our ability to repurchase notes for cash upon any repurchase date may be restricted by the loan agreement governing our senior credit facility, limitations or prohibitions on our ability to obtain funds for such repurchase through dividends from our subsidiaries, the terms of our other then existing financing arrangements or otherwise. See “Risk Factors — Risks Relating to this Offering — We may not be able to repurchase the notes upon a fundamental change or upon the exercise of a holder’s option to require us to repurchase the notes, or to pay cash upon conversion of the notes.” No notes may be repurchased by us at the option of holders if there has occurred and is continuing an event of default with respect to the notes, other than a default in the payment of the repurchase price with respect to the notes. The repurchase price will be payable in cash and will be equal to 100% of the principal amount of notes to be repurchased, plus accrued and unpaid interest (including contingent interest, additional interest and additional amounts, if any) on such repurchase date. If the repurchase date is on a date that is after a record date and on or prior to the corresponding interest payment date, we will pay the related interest (including contingent interest, additional interest and additional amounts, if any) to the person to whom principal is payable. To exercise this right, the holder must deliver a written notice to the paying agent prior to the close of business on the second business day prior to the repurchase date. The required repurchase notice shall state: • if certificated notes have been issued, the certificate number of the notes (or if the notes are not certificated, the notice must comply with appropriate DTC procedures); • the portion of the principal amount of notes to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; and • that we are to repurchase such notes pursuant to the applicable provisions of the notes and the indenture. A holder may withdraw any repurchase notice by delivering to the paying agent a written notice of withdrawal prior to the close of business on the second business day prior to the repurchase date. The notice of withdrawal shall state: • the principal amount being withdrawn; • the certificate numbers of the notes being withdrawn (or, if the notes are not certificated, the notice must comply with appropriate DTC procedures); and • the principal amount of the notes, if any, that remain subject to adjustment the repurchase notice. Our obligation to pay the repurchase price for a note for which a repurchase notice has been delivered and not validly withdrawn is conditioned upon delivery of the note, together with all necessary endorsements and compliance by the holder with all DTC procedures, as applicable, to the paying agent at any time after the delivery of such repurchase notice. Payment of the repurchase price for such note will be made on the business day following the later of the repurchase date or the satisfaction of the foregoing conditions. If the paying agent holds money sufficient to pay the repurchase price of the note on the business day following the repurchase date in accordance with the same manner as terms of the indenture, then, from and including the repurchase date, interest (including contingent interest, additional interest and additional amounts, if any) on such note will cease to accrue and all other rights of the holder shall terminate, other than the right to receive the repurchase price upon satisfaction of the foregoing conditions. In connection with any repurchase of notes at the option of a holder, we will: • to the extent applicable, comply with the provisions of Rule 13e-4, Rule 14e-1 and comply with any other tender offer rules under the Exchange Rate pursuant Act that may then be applicable; and • otherwise comply with all federal and state securities laws as necessary under the indenture to Section 2.14 hereof. All calculations under this Section 2.10 shall be effect a repurchase of notes by us at the responsibility option of the Issuera holder.

Make-Whole Amount. If a Change in Control occurs on or prior to October 20August 4, 2011 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to exchange convert its Notes in connection with such Change in Control pursuant to Section 2.11(d)) hereof, the Operating Partnership Company shall increase the applicable Exchange Conversion Rate for such Notes surrendered for exchange conversion by a number of additional Company Common Shares (the “Additional Shares”) as specified below. An exchange A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of exchange conversion of the Notes is received by the Exchange Conversion Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares shall will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Stock Share Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares receive only cash in a Change in Control transaction described in clause (1) of the definition of such termtransaction, the Stock Share Price shall be the cash amount paid per Company Common Share. In all other cases, the Stock Share Price shall be the average of the Closing Sale Prices of Company the Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Stock Share Prices set forth in the first row of the table (i.e., the column headers) shall will be adjusted as of any date on which the Exchange Conversion Rate of the Notes is adjusted. The adjusted Stock Share Prices shall will equal the Stock Share Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Exchange Conversion Rate immediately prior to the adjustment giving rise to the Stock Share Price adjustment and the denominator of which is the Exchange Conversion Rate as so adjusted. In addition, the number of Additional Shares shall will be subject to adjustment in the same manner as the Exchange Conversion Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Stock Share Price and number of Additional Shares to be received per $1,000 principal amount of Notes: October 4August 2, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 155.0942 3.8996 3.1466 2.5348 2.0376 1.3060 0.8240 0.5074 0.3003 0.1659 0.0797 0.0256 August 1, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.0270 0.0019 October 155.0942 3.8135 3.0371 2.4108 1.9067 1.1774 0.7106 0.4145 0.2284 0.1131 0.0433 0.0022 August 1, 2008 5.0813 1.9703 0.9400 0.4167 0.1598 0.0391 0.0020 5.0942 3.6925 2.8847 2.2400 1.7283 1.0075 0.5671 0.3029 0.1477 0.0586 0.0089 0.0000 October 15August 1, 2009 5.0813 1.7371 0.7181 0.2502 0.0524 0.0011 5.0942 3.5117 2.6552 1.9830 1.4623 0.7630 0.3718 0.1620 0.0541 0.0008 0.0000 0.0000 October 15August 1, 2010 5.0813 1.3128 0.3734 0.0459 5.0942 3.2525 2.2928 1.5603 1.0222 0.3860 0.1147 0.0152 0.0000 0.0000 0.0000 0.0000 October 20August 4, 2011 5.0813 5.0942 3.1686 1.8605 0.6901 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The actual Stock exact Share Prices and Effective Dates may not be set forth in the table, in which case: (a) if the Stock Share Price is between two Stock Share Price amounts in the table or the Effective Date is between two dates in the table, the Additional Shares shall will be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Share Price amounts and the two dates, as applicable, based on a 365-day year; (b) if the Stock Share Price is equal to or in excess of $70.00 85.00 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall will be issued upon an exchange a conversion of Notes;; and (c) if the Stock Share Price is less than $32.80 39.26 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall will be issued upon an exchange a conversion of Notes. Notwithstanding the foregoing, in no event shall the Exchange Rate (including any Additional Shares) total number of Common Shares issuable upon an exchange a conversion of Notes exceed 30.4878 25.4712 shares per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Conversion Rate pursuant to Section 2.14 hereof. All calculations under this Section 2.10 shall be the responsibility of the Issuer.

Make-Whole Amount. If a Change in Control occurs prior to October 20February 21, 2011 2012 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to exchange convert its Notes in connection with such Change in Control pursuant to Section 2.11(d), the Operating Partnership Company shall increase the applicable Exchange Applicable Conversion Rate (prior to the adjustment provided for in this Section 2.10) for such Notes surrendered for exchange conversion by a number of additional shares of Company Common Shares Stock (the “Additional Shares”) as specified below. An exchange A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of exchange conversion of the Notes is received by the Exchange Conversion Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares shall will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares Stock receive only cash in a Change in Control transaction described in clause (1) of the definition of such term, the Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Stock Price shall be the average of the Closing Sale Prices of Company Common Shares Stock on the 10 consecutive Trading Days up to but excluding the Effective Date. The Stock Prices set forth in the first row of the table (i.e., the column headers) shall will be adjusted as of any date on which the Exchange Conversion Rate of the Notes is adjusted. The adjusted Stock Prices shall will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Exchange Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Exchange Conversion Rate as so adjusted. In addition, the number of Additional Shares shall will be subject to adjustment in the same manner as the Exchange Conversion Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: October 4, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 15, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.0270 0.0019 October 15, 2008 5.0813 1.9703 0.9400 0.4167 0.1598 0.0391 0.0020 0.0000 October 15, 2009 5.0813 1.7371 0.7181 0.2502 0.0524 0.0011 0.0000 0.0000 October 15, 2010 5.0813 1.3128 0.3734 0.0459 0.0000 0.0000 0.0000 0.0000 October 20, 2011 5.0813 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 8/15/2006 3.86 3.51 3.03 2.24 1.63 1.16 0.80 0.53 0.32 0.18 0.07 2/15/2007 3.86 3.51 3.02 2.22 1.61 1.14 0.78 0.51 0.31 0.17 0.06 2/15/2008 3.86 3.49 2.99 2.17 1.55 1.08 0.72 0.46 0.27 0.14 0.05 2/15/2009 3.86 3.45 2.93 2.08 1.45 0.98 0.63 0.39 0.21 0.09 0.02 2/15/2010 3.86 3.38 2.83 1.94 1.29 0.82 0.50 0.27 0.13 0.04 0.00 2/15/2011 3.86 3.36 2.69 1.71 1.02 0.56 0.27 0.11 0.02 0.00 0.00 2/21/2012 3.86 3.35 2.62 1.34 0.44 0.02 0.00 0.00 0.00 0.00 0.00 The actual exact Stock Prices and Effective Dates may not be set forth in on the table, in which case: (a) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two dates in the table, the Additional Shares shall will be determined by straight-straight line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; (b) if the Stock Price is equal to or in excess of $70.00 100.00 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall will be issued upon an exchange a conversion of Notes;; and (c) if the Stock Price is less than $32.80 55.85 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall will be issued upon an exchange a conversion of Notes. Notwithstanding the foregoing, in no event shall the Exchange Rate (including any Additional Shares) total number of shares of Company Common Stock issuable upon an exchange a conversion of Notes exceed 30.4878 17.9051 shares per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Conversion Rate pursuant to Section 2.14 hereof. All calculations under this Section 2.10 shall be the responsibility of the Issuer.

Make-Whole Amount. If a Change in of Control occurs prior to October December 20, 2011 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in of Control and a Holder elects to exchange convert its Notes in connection with such Change in of Control pursuant to Section 2.11(d), the Operating Partnership Company shall increase the applicable Exchange Conversion Rate for such Notes surrendered for exchange conversion by a number of additional Company Common Shares (the “Additional Shares”) as specified below. An exchange A conversion of Notes shall be deemed for these purposes to be “in connection with” such a Change in of Control if the notice of exchange conversion of the Notes is received by the Exchange Conversion Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in of Control up to and including the 30th Business Day following the Effective Date of such Change in Controlof Control or, if applicable, the related Change of Control Repurchase Date. The number of Additional Shares shall be determined by reference to the table below and is based on the date on which such Change in of Control transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per Company Common Share in such Change in of Control transaction. If holders of Company Common Shares receive only cash in a Change in of Control transaction described in clause (1) of the definition of such term, the Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Stock Price shall be the average of the Closing Sale Prices of Company Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Stock Prices set forth in the first row of the table (i.e., the column headers) shall be adjusted as of any date on which the Exchange Conversion Rate of the Notes is adjusted. The adjusted Stock Prices shall equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Exchange Conversion Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Exchange Conversion Rate as so adjusted. In addition, the number of Additional Shares shall be subject to adjustment in the same manner as the Exchange Conversion Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: October 4December 11, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 6.4800 3.3287 2.0157 1.1708 0.7290 0.4816 0.3312 0.2322 0.1629 0.1126 0.0751 December 15, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.0270 0.0019 October 6.4800 3.1631 1.8196 1.0011 0.6016 0.3913 0.2682 0.1885 0.1325 0.0913 0.0603 December 15, 2008 5.0813 1.9703 0.9400 0.4167 0.1598 0.0391 0.0020 0.0000 October 6.4001 2.8631 1.5243 0.7749 0.4471 0.2891 0.2004 0.1428 0.1012 0.0698 0.0455 December 15, 2009 5.0813 1.7371 0.7181 0.2502 0.0524 0.0011 0.0000 0.0000 October 6.2659 2.4521 1.1394 05105 0.2836 0.1874 0.1346 0.0985 0.0711 0.0492 0.0318 December 15, 2010 5.0813 1.3128 0.3734 0.0459 0.0000 0.0000 0.0000 0.0000 October 6.1717 1.8377 0.6186 0.2235 0.1290 0.0932 0.0710 0.0538 0.0397 0.0278 0.0180 December 20, 2011 5.0813 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 — — — — — — — — — — — The actual Stock Prices and Effective Dates may not be set forth in the table, in which case: (a) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two dates in the table, the Additional Shares shall be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; (b) if the Stock Price is equal to or in excess of $70.00 75.00 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall be issued upon an exchange a conversion of Notes; (c) if the Stock Price is less than $32.80 25.72 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall be issued upon an exchange a conversion of Notes. Notwithstanding the foregoing, in no event shall the Exchange Conversion Rate (including any Additional Shares) issuable upon an exchange a conversion of Notes exceed 30.4878 38.8802 shares per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Conversion Rate pursuant to Section 2.14 hereof. All calculations under this Section 2.10 shall be the responsibility of the IssuerCompany.

Make-Whole Amount. If a Change in Control occurs prior to October 20August 18, 2011 as a result of a transaction or event described in clauses (1) or (2) of the definition of Change in Control and a Holder elects to exchange its Notes in connection with such Change in Control pursuant to Section 2.11(d), the Operating Partnership shall increase the applicable Exchange Rate for such Notes surrendered for exchange by a number of additional Company Common Shares (the “Additional Shares”) as specified below. An exchange of Notes shall be deemed for these purposes to be “in connection with” such a Change in Control if the notice of exchange of the Notes is received by the Exchange Agent on any date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Control. The number of Additional Shares shall will be determined by reference to the table below and is based on the date on which such Change in Control transaction becomes effective (the “Effective Date”) and the price (the “Stock Price”) paid per Company Common Share in such Change in Control transaction. If holders of Company Common Shares receive only cash in a Change in Control transaction described in clause (1) of the definition of such termtransaction, the Stock Price shall be the cash amount paid per Company Common Share. In all other cases, the Stock Price shall be the average of the Closing Sale Prices of Company Common Shares on the 10 consecutive Trading Days up to but excluding the Effective Date. The Stock Prices set forth in the first row of the table (i.e., the column headers) shall will be adjusted as of any date on which the Exchange Rate of the Notes is adjusted. The adjusted Stock Prices shall will equal the Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Exchange Rate immediately prior to the adjustment giving rise to the Stock Price adjustment and the denominator of which is the Exchange Rate as so adjusted. In addition, the number of Additional Shares shall will be subject to adjustment in the same manner as the Exchange Rate in accordance with the provisions of Section 2.14 hereof. The following table sets forth the Stock Price and number of Additional Shares to be received per $1,000 principal amount of Notes: October 4August 23, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 4.5973 2.1819 1.2716 0.7948 0.5353 0.3858 0.2145 0.1438 August 15, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.0270 0.0019 October 4.5973 2.0534 1.1280 0.6666 0.4289 0.2998 0.1637 0.1096 August 15, 2008 5.0813 1.9703 0.9400 0.4167 0.1598 0.0391 0.0020 0.0000 October 4.5973 1.8779 0.9466 0.5144 0.3104 0.2089 0.1145 0.0767 August 15, 2009 5.0813 1.7371 0.7181 0.2502 0.0524 0.0011 0.0000 0.0000 October 4.5973 1.6313 0.7100 0.3347 0.1837 0.1212 0.0691 0.0463 August 15, 2010 5.0813 1.3128 0.3734 0.0459 0.0000 0.0000 0.0000 0.0000 October 204.5973 1.2502 0.3850 0.1335 0.0694 0.0507 0.0320 0.0211 August 18, 2011 5.0813 0.0000 4.5973 0.2733 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The actual exact Stock Prices and Effective Dates may not be set forth in on the table, in which case: (a) if the Stock Price is between two Stock Price amounts in the table or the Effective Date is between two dates in the table, the Additional Shares shall will be determined by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two dates, as applicable, based on a 365-day year; (b) if the Stock Price is equal to or in excess of $70.00 150.00 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall will be issued upon an exchange of Notes;; and (c) if the Stock Price is less than $32.80 47.64 per Company Common Share (subject to adjustment as specified in the second preceding paragraph), no Additional Shares shall will be issued upon an exchange of Notes. Notwithstanding the foregoing, in no event shall the Exchange Rate (including any Additional Shares) total number of Company Common Shares issuable upon an exchange of Notes exceed 30.4878 20.9907 shares per $1,000 principal amount of Notes, subject to adjustment in the same manner as the Exchange Rate pursuant to Section 2.14 hereof. All calculations under this Section 2.10 shall be the responsibility of the Issuer.

Make-Whole Amount. If a Change in Control occurs prior to October 20, 2011 as a result the effective date or anticipated effective date of a transaction or event described in clauses under clause (1) or (23) of the definition of Change "fundamental change" occurs (regardless of whether the holder has the right to require us to repurchase the notes) and 10% or more of the consideration for our common stock in Control and the transaction consists of consideration other than common stock that is traded or scheduled to be traded immediately following such transaction on a Holder elects to U.S. national securities exchange its Notes for the notes surrendered for conversion in connection with such Change in Control pursuant to Section 2.11(d)transaction, the Operating Partnership shall or if any other fundamental change occurs, we will increase the applicable Exchange Rate for such Notes surrendered for exchange conversion rate by a number of additional Company Common Shares shares (the “Additional Shares”"additional shares") as specified described below. An exchange of Notes shall be deemed for these purposes We will notify holders at least 35 days prior to be “in connection with” such a Change in Control if the notice of exchange of the Notes is received by the Exchange Agent on any anticipated effective date from and including the date that is the Effective Date (as defined below) of such Change in Control up to and including the 30th Business Day following the Effective Date of such Change in Controlcorporate transaction. The number of Additional Shares shall additional shares will be determined by reference to the table below and is below, based on the date on which such Change in Control the transaction becomes effective (the “Effective Date”"effective date") and the price (the “Stock Price”"stock price") paid per Company Common Share share of our common stock in such Change in Control the transaction. If holders of Company Common Shares our common stock receive only cash in a Change in Control transaction described in clause (1) of the definition of such termcorporate transaction, the Stock Price shall stock price will be the cash amount paid per Company Common Shareshare. In all other casesOtherwise, the Stock Price shall stock price will be the average of the Closing closing sale prices (as defined under "- Conversion upon Satisfaction of Sale Prices Price Condition" above) of Company Common Shares our common stock on the 10 consecutive Trading Days up five trading days immediately prior to but excluding not including the Effective Dateeffective date of the transaction. The Stock Prices stock prices set forth in the first row of the table below (i.e., the column headers) shall will be adjusted as of any date on which the Exchange Rate conversion rate of the Notes notes is adjusted. , as described above under "- Conversion Rate Adjustments." The adjusted Stock Prices shall stock prices will equal the Stock Prices stock prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Exchange Rate conversion rate immediately prior to the adjustment giving rise to the Stock Price stock price adjustment and the denominator of 13 which is the Exchange Rate conversion rate as so adjusted. In addition, the The number of Additional Shares shall additional shares will be adjusted in the same manner as the conversion rate as set forth under "- Conversion Rate Adjustments." The following table sets forth the stock price, effective date and number of additional shares per $1,000 principal amount of notes: The maximum amount of additional shares is per $1,000 principal amount of notes, subject to adjustment in the same manner as in the conversion rate as set forth under "- Conversion Rate Adjustments." Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion exceed per $1,000 principal amount of notes, subject to adjustment in the same manner as the Exchange conversion rate as set forth under "- Conversion Rate in accordance with the provisions of Section 2.14 hereof. Adjustments." The following table sets forth the Stock Price exact stock prices and number of Additional Shares to be received per $1,000 principal amount of Notes: October 4, 2006 5.0813 2.1779 1.1900 0.6388 0.3329 0.1632 0.0681 0.0186 October 15, 2007 5.0813 2.1042 1.0901 0.5437 0.2547 0.1030 0.0270 0.0019 October 15, 2008 5.0813 1.9703 0.9400 0.4167 0.1598 0.0391 0.0020 0.0000 October 15, 2009 5.0813 1.7371 0.7181 0.2502 0.0524 0.0011 0.0000 0.0000 October 15, 2010 5.0813 1.3128 0.3734 0.0459 0.0000 0.0000 0.0000 0.0000 October 20, 2011 5.0813 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The actual Stock Prices and Effective Dates effective dates may not be set forth in the tabletable above, in which case: (a) if : • If the Stock Price stock price is between two Stock Price stock price amounts in the table or the Effective Date effective date is between two effective dates in the table, the Additional Shares shall number of additional shares will be determined by straight-line interpolation between the number of Additional Shares additional shares set forth for the higher and lower Stock Price stock price amounts and the two dates, as applicable, based on a 365-day year; (b) if . • If the Stock Price stock price is equal to or in excess of $70.00 $ per Company Common Share share (subject to adjustment as adjustment), no additional shares will be added to the conversion rate. • If the stock price is less than $ per share (subject to adjustment), no additional shares will be added to the conversion rate. Prior to [ ], 2012, we will not have the right to redeem the notes. We will have the right to redeem the notes in whole or in part, at any time or from time to time, on or after [ ], 2012 upon not less than 30 nor more than 60 days prior notice by mail, for a cash price equal to the percentage of principal amount of the notes specified in the second preceding paragraphtable below plus accrued and unpaid interest (including contingent interest and additional amounts, if any), no Additional Shares shall if any, up to, but not including, the redemption date. , 2014 14 If we decide to redeem fewer than all of the outstanding notes, the trustee will select the notes to be issued upon an redeemed by lot, on a pro rata basis or by another method the trustee considers appropriate. If the trustee selects a portion of a holder's notes for partial redemption and that holder converts a portion of the same notes the converted portion will be deemed first to be from the portion selected for redemption. In the event of any redemption in part, we will not be required to: • issue, register the transfer of or exchange any note during a period beginning at the opening of Notes; (c) if business 15 days before any selection of notes, for redemption and ending at the Stock Price close of business on the earliest date on which the relevant notice of redemption is less than $32.80 per Company Common Share (subject deemed to adjustment as specified in have been given to all holders of notes to be so redeemed, or • register the second preceding paragraph), no Additional Shares shall be issued upon an transfer of or exchange of Notes. Notwithstanding the foregoingany note so selected for redemption, in no event shall whole or in part, except the Exchange Rate (including unredeemed portion of any Additional Shares) issuable note being redeemed in part. Holders have the right to require us to repurchase the notes on [ ], 2014, [ ], 2017 and [ ], 2022, each of which we refer to as a "repurchase date." We will be required to repurchase any outstanding notes for which a holder delivers a written repurchase notice to the paying agent. This notice must be delivered during the period beginning at the opening of business on the date that is 20 business days prior to the relevant repurchase date until the close of business on the last day prior to the repurchase date. If the repurchase notice is given and withdrawn during the period, we will not be obligated to repurchase the related notes. Also, our ability to satisfy our repurchase obligations may be affected by the factors described in "Risk Factors - Risks Relating to this Offering - We may not be able to repurchase the notes upon an exchange a fundamental change or upon the exercise of Notes exceed 30.4878 shares per $1,000 a holder's option to require us to repurchase the notes, or pay cash upon conversion of the notes." The repurchase price will be payable in cash and will be equal to 100% of the principal amount of Notesnotes to be repurchased, plus accrued and unpaid interest (including contingent interest and additional amounts, if any), if any, on such repurchase date. To exercise this right, the holder must deliver a written notice to the paying agent prior to the close of business on the business day prior to the repurchase date. The required repurchase notice shall state: • if certificated notes have been issued, the certificate number of the notes (or if the notes are not certificated, the notice must comply with appropriate DTC procedures); • the portion of the principal amount of notes to be repurchased, which portion must be $1,000 or an integral multiple of $1,000; and • that we are to repurchase such notes pursuant to the applicable provisions of the notes and the indenture. A holder may withdraw any repurchase notice by delivering to the paying agent a written notice of withdrawal prior to the close of business on the business day prior to the repurchase date. The notice of withdrawal shall state: • the principal amount being withdrawn; • the certificate numbers of the notes being withdrawn (or, if the notes are not certificated, the notice must comply with appropriate DTC procedures); and • the principal amount, if any, of the notes that remain subject to adjustment the repurchase notice. 15 Our obligation to pay the repurchase price for a note for which a repurchase notice has been delivered and not validly withdrawn is conditioned upon delivery of the note, together with all necessary endorsements and compliance by the holder with all DTC procedures, as applicable, to the paying agent at any time after the delivery of such repurchase notice. Payment of the repurchase price for such note will be made on the business day following the later of the repurchase date or the time of delivery of such note. If the paying agent holds money sufficient to pay the repurchase price of the note on the business day following the repurchase date in accordance with the same manner as terms of the indenture, then, immediately after the repurchase date, interest (including, contingent interest and additional amounts, if any) on such note will cease to accrue, whether or not the note is delivered to the paying agent, and all other rights of the holder shall terminate, other than the right to receive the repurchase price upon delivery of the note. In connection with any repurchase at the option of the holders, we will: • to the extent applicable, comply with the provisions of Rule 13e-4, Rule 14e-1 and comply with any other tender offer rules under the Exchange Rate pursuant Act that may then be applicable; and • otherwise comply with all federal and state securities laws as necessary under the indenture to Section 2.14 hereof. All calculations under this Section 2.10 shall be effect a repurchase of notes by us at the responsibility option of the Issuera holder.