(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

file a registration statement with the SEC on or prior to 180 days after the closing date of the offering to register the issuance of substantially identical publicly registered notes in exchange for the Notes;

use all commercially reasonable efforts to have the registration statement declared effective by the SEC on or prior to 270 days after the closing date of the offering;

commence the exchange offer for the Notes promptly after the registration statement is declared effective by the SEC and keep the exchange offer open for at least 20 business days (or longer, if required by applicable securities laws) after the date notice of the exchange offer is sent to holders of notes (unless not permitted by applicable law or SEC policy);

use all commercially reasonable efforts to issue on or prior to 30 business days (or longer, if required by applicable securities laws) after the date on which the registration statement is declared effective by the SEC, publicly registered notes in exchange for all Notes tendered and not withdrawn in the exchange offer (unless not permitted by applicable law or SEC policy); and

if obligated to file a shelf registration statement, the Operating Partnership and the Company will use all commercially reasonable efforts to file the shelf registration statement with the SEC on or prior to 60 days after such filing obligation arises, to cause the shelf registration statement to be declared effective by the SEC on or prior to 120 days after such filing obligation arises and to keep the shelf registration statement continuously effective and the related prospectus current (subject to the right of the Operating Partnership to suspend sales of Notes pursuant to the shelf registration statement from time to time) for a period of one year after the last date on which any Notes are originally issued.

default in the payment of any interest on the Notes when such interest becomes due and payable that continues for a period of 30 days;

default in the payment of the principal of the Notes, or any redemption price due with respect to the Notes, when due and payable;

failure to comply with obligations related to a merger, consolidation or sale;

default in the performance, or breach, of any of the Operating Partnership’s or the Company’s other covenants or warranties in the Indenture with respect to the Notes and continuance of such default or breach for a period of 60 days after written notice;

default under any bond, debenture, note, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company, the Operating Partnership or by any subsidiary the repayment of which the Company or the Operating Partnership have guaranteed or for which the Company or Operating Partnership are directly responsible or liable as obligor or guarantor, having an aggregate principal amount outstanding of at least $35,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within the period specified in such instrument;

a final judgment for the payment of $35,000,000 or more (excluding any amounts covered by insurance) rendered against the Operating Partnership, the Company or any of the Operating Partnership or the Company’s respective subsidiaries, which judgment is not discharged or stayed within 60 days after (1) the date on which the right to appeal thereof has expired if no such appeal has commenced, or (2) the date on which all rights to appeal have been extinguished; or

certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee for the Company, the Operating Partnership or any significant subsidiary.

Exhibit
Number

Description

Exhibit
Number

Description