BE EXECUTED BY THE ISSUER AND
AUTHENTICATED BY THE TRUSTEE OR SUCH AUTHENTICATING AGENT UPON THE SAME
CONDITIONS AND IN SUBSTANTIALLY THE SAME MANNER, AND WITH THE SAME EFFECT, AS
THE NOTES IN CERTIFICATED FORM. WITHOUT UNREASONABLE DELAY, THE ISSUER WILL
EXECUTE AND DELIVER TO THE TRUSTEE OR SUCH AUTHENTICATING AGENT NOTES IN
CERTIFICATED FORM AND THEREUPON ANY OR ALL TEMPORARY NOTES MAY BE SURRENDERED IN
EXCHANGE THEREFOR, AT EACH OFFICE OR AGENCY MAINTAINED BY THE ISSUER PURSUANT TO
SECTION 4.02 AND THE TRUSTEE OR SUCH AUTHENTICATING AGENT SHALL AUTHENTICATE AND
MAKE AVAILABLE FOR DELIVERY IN EXCHANGE FOR SUCH TEMPORARY NOTES AN EQUAL
AGGREGATE PRINCIPAL AMOUNT OF NOTES IN CERTIFICATED FORM.
SUCH EXCHANGE SHALL
BE MADE BY THE ISSUER AT ITS OWN EXPENSE AND WITHOUT ANY CHARGE THEREFOR.
UNTIL
SO EXCHANGED, THE TEMPORARY NOTES SHALL IN ALL RESPECTS BE ENTITLED TO THE SAME
BENEFITS AND SUBJECT TO THE SAME LIMITATIONS UNDER THIS INDENTURE AS NOTES IN
CERTIFICATED FORM AUTHENTICATED AND DELIVERED HEREUNDER.
SECTION 2.08.
CANCELLATION OF NOTES.
ALL NOTES SURRENDERED FOR THE PURPOSE OF
PAYMENT, REDEMPTION, REPURCHASE, CONVERSION, EXCHANGE OR REGISTRATION OF
TRANSFER SHALL, IF SURRENDERED TO THE ISSUER OR ANY PAYING AGENT TO WHOM NOTES
MAY BE PRESENTED FOR PAYMENT (THE "PAYING AGENT") OR CONVERSION AGENT, WHICH
SHALL INITIALLY BE THE TRUSTEE, OR ANY NOTE REGISTRAR, BE SURRENDERED TO THE
TRUSTEE AND PROMPTLY CANCELED BY IT OR, IF SURRENDERED TO THE TRUSTEE, SHALL BE
PROMPTLY CANCELED BY IT AND NO NOTES SHALL BE ISSUED IN LIEU THEREOF EXCEPT AS
EXPRESSLY PERMITTED BY ANY OF THE PROVISIONS OF THIS INDENTURE.
THE TRUSTEE
SHALL DISPOSE OF SUCH CANCELED NOTES IN
17
ACCORDANCE WITH ITS CUSTOMARY PROCEDURES.
IF THE ISSUER SHALL ACQUIRE ANY OF
THE NOTES, SUCH ACQUISITION SHALL NOT OPERATE AS A REDEMPTION, REPURCHASE OR
SATISFACTION OF THE INDEBTEDNESS REPRESENTED BY SUCH NOTES UNLESS AND UNTIL THE
SAME ARE DELIVERED TO THE TRUSTEE FOR CANCELLATION.
SECTION 2.09.
CUSIP NUMBERS.
THE ISSUER IN ISSUING THE NOTES MAY USE "CUSIP"
NUMBERS (IF THEN GENERALLY IN USE), AND, IF SO, THE TRUSTEE SHALL USE "CUSIP"
NUMBERS IN NOTICES OF REDEMPTION AS A CONVENIENCE TO NOTEHOLDERS; PROVIDED THAT
ANY SUCH NOTICE MAY STATE THAT NO REPRESENTATION IS MADE AS TO THE CORRECTNESS
OF SUCH NUMBERS EITHER AS PRINTED ON THE NOTES OR AS CONTAINED IN ANY NOTICE OF
A REDEMPTION AND THAT RELIANCE MAY BE PLACED ONLY ON THE OTHER IDENTIFICATION
NUMBERS PRINTED ON THE NOTES, AND ANY SUCH REDEMPTION SHALL NOT BE AFFECTED BY
ANY DEFECT IN OR OMISSION OF SUCH NUMBERS.
THE ISSUER WILL PROMPTLY NOTIFY THE
TRUSTEE OF ANY CHANGE IN THE "CUSIP" NUMBERS.
ARTICLE 3
REDEMPTION AND REPURCHASE OF NOTES
SECTION 3.01.
OPTIONAL REDEMPTION OF NOTES.
THE ISSUER SHALL HAVE THE RIGHT TO
REDEEM THE NOTES ON THE TERMS SET FORTH IN THIS SECTION 3.01 IN ORDER TO
PRESERVE ITS STATUS AS A REAL ESTATE INVESTMENT TRUST.
IF THE ISSUER DETERMINES
IT IS NECESSARY TO REDEEM THE NOTES IN ORDER TO PRESERVE ITS STATUS AS A REAL
ESTATE INVESTMENT TRUST,