Common use of Compliance with Laws; Payment of Taxes Clause in Contracts

Compliance with Laws; Payment of Taxes. The Borrower, the Guarantors and the other Subsidiaries are in compliance with all applicable laws, regulations and similar requirements of governmental authorities, except where (i) such compliance is being contested in good faith through appropriate proceedings or (ii) any failure to comply does not have and is not reasonably expected to cause a Material Adverse Effect. There have been filed on behalf of the Borrower, the Guarantors and the other Subsidiaries all Federal, state and local income, excise, property and other tax returns which are required to be filed by them and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of the Borrower, the Guarantors or any other Subsidiary have been paid, except: (A) ad valorem taxes not due and payable; and (B) other liabilities, if (1) they are being contested in good faith and against which the Borrower, Guarantor or Subsidiary has set up reserves in accordance with GAAP, or (2) the aggregate amount involved is not in excess of $2,500,000. The charges, accruals and reserves on the books of the Borrower, the Guarantors and the other Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower and the Guarantors, adequate. United States income tax returns of GBP for the 1994 Fiscal Year have been timely filed. GBP has received no written communication from the Internal Revenue Service regarding such returns.

Compliance with Laws; Payment of Taxes. The To the best of the Borrower's knowledge, the Guarantors Borrower and the other its Subsidiaries are in compliance with all applicable laws, regulations and similar requirements of governmental authorities, except where such compliance is being contested in good faith through appropriate proceedings, except where (i) such compliance is being contested in good faith through appropriate proceedings or (ii) any failure to comply does not have and is would not reasonably be expected to cause a Material Adverse Effect. There have been filed on behalf of the Borrower, the Guarantors Borrower and the other its Subsidiaries all material Federal, state and local income, excise, property and other tax returns which are required to be filed by them and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of the Borrower, the Guarantors Borrower or any other Subsidiary have been paid, except: (A) ad valorem taxes not due and payable; and (B) other liabilities, if (1) they are being contested in good faith and against which the Borrower, Guarantor or Subsidiary has set up reserves in accordance with GAAP, or (2) the aggregate amount involved is not in excess of $2,500,0005,000,000. The charges, accruals and reserves on the books of the Borrower, the Guarantors Borrower and the other its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower and the GuarantorsBorrower, adequate. United States income tax returns of GBP for the 1994 Fiscal Year General Partner, the Borrower and its Subsidiaries have not been timely filed. GBP has received no written communication from the Internal Revenue Service regarding such returnsexamined.

Compliance with Laws; Payment of Taxes. The BorrowerBorrowers, the Guarantors and the other Subsidiaries are in compliance with all applicable laws, regulations and similar requirements of governmental authorities, except where (i) such compliance is being contested in good faith through appropriate proceedings or (ii) any failure to comply does not have and is not reasonably expected to cause a Material Adverse Effect. There have been filed on behalf of the BorrowerBorrowers, the Guarantors and the other Subsidiaries all Federal, state and local income, excise, property and other tax returns which are required to be filed by them and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of the BorrowerBorrowers, the Guarantors or any other Subsidiary have been paid, except: (A) ad valorem taxes not due and payable; and (B) other liabilities, if (1) they are being contested in good faith and against which the BorrowerBorrowers, Guarantor or Subsidiary has set up reserves in accordance with GAAP, or (2) the aggregate amount involved is not in excess of $2,500,000. The charges, accruals and reserves on the books of the BorrowerBorrowers, the Guarantors and the other Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower Borrowers and the Guarantors, adequate. United States income tax returns of GBP for the 1994 Fiscal Year have been timely filed. GBP has received no written communication from the Internal Revenue Service regarding such returns.

Compliance with Laws; Payment of Taxes. The BorrowerGuarantor, the Guarantors Company and the other Subsidiaries are each Material Subsidiary is in compliance with all applicable lawsstatutes, regulations rules, regulations, orders and similar requirements restrictions of governmental authoritiesany Governmental Authority having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, including the Site, except where (i) such compliance is being contested in good faith through appropriate proceedings or (ii) any the failure to so comply does not have and is could not reasonably be expected to cause have a Material Adverse Effect. There have been filed on behalf of the BorrowerGuarantor, the Guarantors Company and the each Material Subsidiary, all Federal tax returns and all other Subsidiaries all Federal, state and local income, excise, property and other tax returns which are required to be filed by them them, and have paid all taxes due pursuant to such said returns or pursuant to any assessment received by or on behalf of the BorrowerCompany, the Guarantors Guarantor or any other Subsidiary have been paidMaterial Subsidiary, except: (A) ad valorem taxes not due and payable; and (B) other liabilitiesexcept with respect to such tax returns or such taxes, if (1) they any, as are not material or are being contested in good faith and against as to which in the Borrowergood faith judgment of the Company, the Guarantor or and each Material Subsidiary has set up adequate reserves in accordance with GAAP, or (2) the aggregate amount involved is not in excess of $2,500,000are being provided. The charges, accruals and reserves on the books of the BorrowerGuarantor, the Guarantors Company and the each other Subsidiaries Material Subsidiary, in respect of taxes or other governmental charges are, are adequate in the opinion good faith judgment of the Borrower Company and the Guarantors, adequateGuarantor. United States income tax returns of GBP for the 1994 Fiscal Year Guarantor, the Company and each other Material Subsidiary have been timely filed. GBP has received no written communication from audited by the Internal Revenue Service regarding such returnsthrough the Fiscal Year ended December 31, 2012.

Compliance with Laws; Payment of Taxes. The Borrower, the Guarantors and the other Subsidiaries are in compliance with all applicable laws, regulations and similar requirements of governmental authorities, except where (i) such compliance is being contested in good faith through appropriate proceedings or (ii) any failure to comply does not have and is not reasonably expected to cause a Material Adverse Effect. There have been filed on behalf of the Borrower, the Guarantors and the other Subsidiaries all Federal, state and local income, excise, property and other tax returns which are required to be filed by them and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of the Borrower, the Guarantors or any other Subsidiary have been paid, except: (A) ad valorem taxes not due and payablein excess of an aggregate amount of $500,000; and (B) other liabilities, if (1) they are being contested in good faith and against which the Borrower, Guarantor the Guarantors or Subsidiary has set up reserves in accordance with GAAP, or (2) the aggregate amount involved is not in excess of $2,500,000. The charges, accruals and reserves on the books of the Borrower, the Guarantors and the other Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower and the Guarantors, adequate. As of the Closing Date, United States income tax 39 45 returns of GBP PPI have not been examined for the 1994 Fiscal Year have been timely filed. GBP has received no written communication from the Internal Revenue Service regarding such returnsany taxable year commencing with its taxable year ending December 31, 1993 when it was initially qualified as a real estate investment trust through its taxable year ending December 31, 2000.

Compliance with Laws; Payment of Taxes. The Borrower, the Guarantors and the other Subsidiaries are in compliance with all applicable laws, regulations and similar requirements of governmental authorities, except where (i) such compliance is being contested in good faith through appropriate proceedings or (ii) any failure to comply does not have and is not reasonably expected to cause a Material Adverse Effect. There have been filed on behalf of the Borrower, the Guarantors and the other Subsidiaries all Federal, state and local income, excise, property and other tax returns which are required to be filed by them and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of the Borrower, the Guarantors or any other Subsidiary have been paid, except: (A) ad valorem taxes not due and payablein excess of an aggregate amount of $500,000; and (B) other liabilities, if (1) they are being contested in good faith and against which the Borrower, Guarantor the Guarantors or Subsidiary has set up reserves in accordance with GAAP, or (2) the aggregate amount involved is not in excess of $2,500,000. The charges, accruals and reserves on the books of the Borrower, the Guarantors and the other Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower and the Guarantors, adequate. United States income tax returns of GBP PPI have been examined for the 1994 1996 and 1997 Fiscal Year Years and the examination reports with respect thereto have been timely filed. GBP has received no written communication from accepted by the District Director of the Internal Revenue Service regarding such returnsService.

Compliance with Laws; Payment of Taxes. The BorrowerTo the best of the Borrowers' knowledge, the Guarantors Borrowers and the other Subsidiaries are in compliance with all applicable laws, regulations and similar requirements of governmental authorities, except where such compliance is being contested in good faith through appropriate proceedings, except where (i) such compliance is being contested in good faith through appropriate proceedings or (ii) any failure to comply does not have and is would not reasonably be expected to cause a Material Adverse Effect. There have been filed on behalf of the Borrower, the Guarantors Borrowers and the other Subsidiaries all material Federal, state and local income, excise, property and other tax returns which are required to be filed by them and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of the Borrower, the Guarantors Borrowers or any other Subsidiary have been paid, except: (A) ad valorem taxes not due and payable; and (B) other liabilities, if (1) they are being contested in good faith and against which the relevant Borrower, Guarantor or Subsidiary has set up reserves in accordance with GAAP, or (2) the aggregate amount involved is not in excess of $2,500,0005,000,000. The charges, accruals and reserves on the books of the Borrower, the Guarantors each Borrower and the other Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower and the GuarantorsBorrowers, adequate. United States income tax returns of GBP for the 1994 Fiscal Year General Partner, the Borrowers and the Subsidiaries have not been timely filed. GBP has received no written communication from the Internal Revenue Service regarding such returnsexamined.

Compliance with Laws; Payment of Taxes. The Borrower, the Guarantors Guarantor and the other Subsidiaries are in compliance with all applicable laws, regulations and similar requirements of governmental authorities, except where (i) such compliance is being contested in good faith through appropriate proceedings or (ii) any failure to comply does not have and is not reasonably expected to cause a Material Adverse Effect. There have been filed on behalf of the Borrower, the Guarantors Guarantor and the other Subsidiaries all Federal, state and local income, excise, property and other tax returns which are required to be filed by them and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of the Borrower, the Guarantors Guarantor or any other Subsidiary have been paid, except: (A) ad valorem taxes not due and payablein excess of an aggregate amount of $500,000; and (B) other liabilities, if (1) they are being contested in good faith and against which the Borrower, the Guarantor or Subsidiary has set up reserves in accordance with GAAP, or (2) the aggregate amount involved is not in excess of $2,500,000. The charges, accruals and reserves on the books of the Borrower, the Guarantors Guarantor and the other Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower and the GuarantorsGuarantor, adequate. United States income tax returns of GBP for the 1994 Fiscal Year have been timely filed. GBP has received no written communication from the Internal Revenue Service regarding such returns.PPI