Common use of Tax Matters; REIT and Partnership Status Clause in Contracts

Tax Matters; REIT and Partnership Status. The Company and each of its Subsidiaries has timely filed with the appropriate taxing authority all material Tax Returns required to be filed by it or has timely requested extensions and any such request has been granted and has not expired. Each such Tax Return is complete and accurate in all material respects. All material Taxes owed by the Company or any of its Subsidiaries have been paid or accrued, except for Taxes being contested in good faith and for which adequate reserves have been taken. The Company and each of its Subsidiaries has properly accrued all material Taxes for such periods subsequent to the periods covered by such Tax Returns. None of the Company or any of its Subsidiaries has executed or filed with the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any Tax. None of the Company or any of its Subsidiaries is a party to any pending action or proceedings by any taxing authority for assessment or collection of any material Tax, and no claim for assessment or collection of any material Tax has been asserted against it. True and complete copies of all federal, state and local income or franchise Tax Returns filed by the Company and each of its Subsidiaries for 1998, 1999 and 2000 and all written communications with Taxing authorities relating thereto have been delivered to the Buyer or made available to representatives of the Buyer prior to the date hereof. No claim has been made in writing or, to the Sellers' knowledge, otherwise by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There is no dispute or claim concerning any material Tax liability of the Company or any of its Subsidiaries, (i) claimed or raised by any taxing authority in writing or (ii) as to which the Company or any of its Subsidiaries has knowledge. No issues have been raised in writing in any examination by any taxing authority with respect to the Company or any of its Subsidiaries which, by application of similar principles, reasonably could be expected to result in a material deficiency or increase in Tax for any other period not so examined. Schedule 3.8(a) lists all federal and state income Tax Returns filed with respect to the Company or SUSA for taxable periods ended on or after December 31, 1996, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. All federal, state, local, and foreign income Tax Returns filed with respect to the Company or any of its Subsidiaries for taxable periods ended on or after December 31, 1996 have been provided or made available to the Buyer.

Tax Matters; REIT and Partnership Status. (a) The Company and each of its Subsidiaries has timely filed with the appropriate taxing authority all material Tax Returns required to be filed by it or has timely requested extensions and any such request has been granted and has not expired. Each such Tax Return is complete and accurate in all material respects. All material Taxes shown as owed by the Company or any of its Subsidiaries on any Tax Return have been paid or accrued, except for Taxes being contested in good faith and for which adequate reserves have been taken. The Company and each of its Subsidiaries has properly accrued all material Taxes for such periods subsequent to the periods covered by such Tax ReturnsReturns as required by GAAP. None of the Company or any of its Subsidiaries has executed or filed with the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any Tax. None Except as set forth in Schedule 3.8(a), none of the Company or any of its Subsidiaries is being audited or examined by any taxing authority with respect to any Tax or is a party to any pending action or proceedings by any taxing authority for assessment or collection of any material Tax, and no claim for assessment or collection of any material Tax has been asserted against it. True and complete copies of all federal, state and local income or franchise Tax Returns filed by the Company and each of its Subsidiaries for 1998, 1999 1995 and 2000 1996 and all written communications with Taxing authorities relating thereto have been delivered to the Buyer or made available to representatives of the Buyer prior to the date hereof. No claim has been made in writing or, to the Sellers' Company's knowledge, otherwise by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There Except as set forth in Schedule 3.8(a), there is no dispute or claim concerning any material Tax liability of the Company or any of its Subsidiaries, (i) claimed or raised by any taxing authority in writing or (ii) as to which the Company or any of its Subsidiaries has knowledge. No issues have been raised in writing in any examination by any taxing authority with respect to As of the date hereof, the Company is a domestically controlled REIT within the meaning of Section 897(h)(4)(B) of the Code. To the Company's knowledge, except as set forth in Schedule 3.8(a), no person or entity which would be treated as an "individual" for purposes of Section 542(a)(2) of the Code (as modified by Section 856(h) of the Code) owns or would be considered to own (taking into account the constructive ownership rules of Section 544 of the Code, as modified by Section 856(h) of the Code) in excess of 9.8% of the value of the outstanding equity interests in the Company. Except as contemplated by this Agreement or as set forth in Schedule 3.8(a), the Board has not exempted any person from the Ownership Limit or otherwise waived any of the provisions of Article IV of the Company Charter (as all capitalized terms used in this sentence are defined in the Company Charter). The Ownership Limit (as such term is defined in the Company Charter) has not been modified. Except as set forth on Schedule 3.8(a), each ownership interest that the Company and each of its Subsidiaries whichhas in an entity formed as a partnership (or which files federal income tax returns as a partnership) qualifies, by application and since the date of similar principlesits formation qualified, to be treated as a partnership for federal income tax purposes or as a "qualified REIT subsidiary" within the meaning of Section 856(i)(2) of the Code. (b) The Company (i) intends in its federal income tax return for the tax year that will end on December 31, 1997 to be taxed as a real estate investment trust within the meaning of Section 856 of the Code ("REIT") and has complied (or will comply) with all applicable provisions of the Code relating to a REIT, for 1997, (ii) has operated, and intends to continue to operate, in such a manner as to qualify as a REIT for 1997, (iii) has not taken or omitted to take any action which would reasonably could be expected to result in a material deficiency or increase in Tax for any other period not so examined. Schedule 3.8(a) lists all federal and state income Tax Returns filed with respect challenge to its status as a REIT, and, to the Company Company's knowledge, no such challenge is pending or SUSA for taxable periods ended on or after December 31, 1996, indicates those Tax Returns that have been auditedthreatened, and indicates those Tax Returns that currently are (iv) to the subject of audit. All federal, state, localCompany's knowledge, and foreign income Tax Returns filed with respect assuming the accuracy of Buyer's representations in Sections 4.8 and 4.10 (disregarding the qualification relating to the Company or any of its Subsidiaries for taxable periods ended on or after December 31, 1996 have been provided or made available to the Buyer.'s knowledge and assuming no exceptions are set forth in Schedule

Tax Matters; REIT and Partnership Status. (a) The Company and each of its Subsidiaries has timely filed with the appropriate taxing authority all material Tax Returns required to be filed by it or has timely requested extensions and any such request has been granted and has not expired. Each such Tax Return is complete and accurate in all material respects. All material Taxes shown as owed by the Company or any of its Subsidiaries on any Tax Return have been paid or accrued, except for Taxes being contested in good faith and for which adequate reserves have been taken. The Company and each of its Subsidiaries has properly accrued all material Taxes for such periods subsequent to the periods covered by such Tax ReturnsReturns as required by GAAP. None of the Company or any of its Subsidiaries has executed or filed with the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any Tax. None Except as set forth in Schedule 3.8(a), none of the Company or any of its Subsidiaries is a party to any pending action or proceedings by any taxing authority for assessment or collection of any material Tax, and no claim for assessment or collection of any material Tax has been asserted against it. True and complete copies of all federal, state and local income or and franchise Tax Returns Returns, or any extensions applicable thereto, filed by the Company and each of its Subsidiaries for 1998, 1999 and 2000 the taxable years 1994 to the present and all written communications with Taxing authorities relating thereto thereto, have been delivered to the Buyer or have been made available to representatives of its representatives. To the Buyer prior to the date hereof. No Company's Knowledge, no claim has been made in writing or, to the Sellers' knowledge, otherwise by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There Except as set forth in Schedule 3.8(a), there is no dispute or claim concerning any material Tax liability of the Company or any of its Subsidiaries, (i) Subsidiaries claimed or raised by any taxing authority in writing or writing. As of the date hereof, (i) the Company is a "domestically-controlled" REIT within the meaning of Code Section 897(h)(4)(B), and (ii) all non-domestic beneficial owners of Company Common Stock are set forth in Schedule 3.8(a). Except as set forth in Schedule 3.8(a), no person or entity which would be treated as an "individual" for purposes of Section 542(a)(2) of the Code (as modified by Section 856(h) of the Code) owns or would be considered to own (taking into account the ownership attribution rules under Section 544 of the Code, as modified by Section 856(h) of the Code) in excess of 9.8% of the value of the outstanding equity interest in the Company. The Company is not "Pension-Held REIT" within the meaning of Section 856(h)(3)(D) of the Code. (b) The Company (i) intends in its federal income tax return for the tax year ended December 31, 1997 and for the tax year that will end on December 31, 1998 to elect to be taxed as a real estate investment trust within the meaning of Section 856 of the Code ("REIT") and has complied (or will comply) with all applicable provisions of the Code relating to a REIT, (ii) has operated, and intends to continue to operate, in such a manner as to qualify as a REIT, (iii) has not taken or omitted to take any action which would reasonably be expected to result in a challenge to its status as a REIT, and no such challenge is pending or threatened, and (iv) assuming the accuracy of Buyer's representation in Section 4.7, will not be rendered unable to qualify as a REIT for federal income tax purposes as a consequence of the transactions contemplated hereby. (c) Any amount or other entitlement that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated hereby by any employee, officer, or director of the Company or the Operating Partnership or any of their Affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). (d) The disallowance of a deduction under Section 162(m) of the Code for employee remuneration will not apply to any amount paid or payable by the Company or any of its Subsidiaries has knowledgeunder any contract, stock plan, program, arrangement or understanding currently in effect. (e) The Company was eligible to and did validly elect to be taxed as a REIT for federal income tax purposes for calendar year 1991 and all subsequent taxable periods. No issues have been raised in writing in any examination by any taxing authority with respect to The Operating Partnership and each Subsidiary of the Company or any of its Subsidiaries which, by application of similar principles, reasonably could be expected to result in and the Operating Partnership organized as a material deficiency or increase in Tax for partnership (and any other period not so examined. Schedule 3.8(a) lists all federal and state income Subsidiary that files Tax Returns filed with respect as a partnership for federal income tax purposes) was and continues to the Company or SUSA be classified as a partnership for taxable periods ended on or after December 31, 1996, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. All federal, state, local, and foreign federal income Tax Returns filed with respect to the Company or any of its Subsidiaries for taxable periods ended on or after December 31, 1996 have been provided or made available to the Buyertax purposes.

Tax Matters; REIT and Partnership Status. The Company (i) BPP, the Operating Partnership and each of its the Subsidiaries has timely filed with the appropriate taxing authority all material Tax Returns required to be filed by it or has timely requested extensions and any such request has been granted and has not expired. Each such Tax Return is complete and accurate in all material respects. All material Taxes shown as owed by BPP, the Company Operating Partnership or any of its the Subsidiaries on any Tax Return have been paid or accrued, except for Taxes being contested in good faith and for which adequate reserves have been taken, in the reasonable opinion of BPP. The Company BPP, the Operating Partnership and each of its the Subsidiaries has properly accrued all material Taxes for such periods subsequent to the periods covered by such Tax ReturnsReturns as required by GAAP. None Except as set forth in Schedule 3.2(h)(i), none of BPP, the Operating Partnership and any of the Company or any of its Subsidiaries has executed or filed with the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any Tax. None Except as set forth in Schedule 3.2(h)(i), none of the Company BPP or any of its the Subsidiaries is a party to any pending action or proceedings by any taxing authority for assessment or collection of any material Tax, and no claim for assessment or collection of any material Tax has been asserted against it. True and complete copies of all federal, state and local income or and franchise Tax Returns Returns, or any extensions applicable thereto, filed by the Company BPP and each of its the Subsidiaries for 1998, 1999 and 2000 the taxable years 1994 to the present and all written communications with Taxing authorities relating thereto thereto, have been delivered to the Buyer Contributors or have been made available to representatives of the Buyer prior to the date hereoffor inspection by their representatives. No Except as set forth in Schedule 3.2(h)(i), no claim has been made in writing or, to the Sellers' knowledge, otherwise by an authority in a jurisdiction where BPP, the Company Operating Partnership or any of its the Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There Except as set forth in Schedule 3.2(h)(i), there is no dispute or claim concerning any material Tax liability of BPP, the Company Operating Partnership or any of its Subsidiaries, (i) the Subsidiaries claimed or raised by any taxing authority in writing or (ii) writing. As of the date hereof, BPP is a "domestically-controlled" REIT within the meaning of Code Section 897(h)(4)(B). Except as to which the Company or any of its Subsidiaries has knowledge. No issues have been raised in writing in any examination by any taxing authority with respect to the Company or any of its Subsidiaries which, by application of similar principles, reasonably could be expected to result in a material deficiency or increase in Tax for any other period not so examined. Schedule 3.8(a) lists all federal and state income Tax Returns filed with respect to the Company or SUSA for taxable periods ended on or after December 31, 1996, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. All federal, state, local, and foreign income Tax Returns filed with respect to the Company or any of its Subsidiaries for taxable periods ended on or after December 31, 1996 have been provided or made available to the Buyer.set 56

Tax Matters; REIT and Partnership Status. (a) The Company and each of its Subsidiaries has timely filed with the appropriate taxing authority all material Tax Returns required to be filed by it or has timely requested extensions and any such request has been granted and has not expired. Each such Tax Return is complete and accurate in all material respects. All material Taxes shown as owed by the Company or any of its Subsidiaries on any Tax Return have been paid or accrued, except for Taxes being contested in good faith and for which adequate reserves have been taken. The Company and each of its Subsidiaries has properly accrued all material Taxes for such periods subsequent to the periods covered by such Tax ReturnsReturns as required by GAAP. None of the Company or any of its Subsidiaries has executed or filed with the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any Tax. None Except as set forth in Schedule 3.8(a), none of the Company or any of its Subsidiaries is being audited or examined by any taxing authority with respect to any Tax or is a party to any pending action or proceedings by any taxing authority for assessment or collection of any material Tax, and no claim for assessment or collection of any material Tax has been asserted against it. True and complete copies of all federal, state and local income or franchise Tax Returns filed by the Company and each of its Subsidiaries for 1998, 1999 1995 and 2000 1996 and all written communications with Taxing authorities relating thereto have been delivered to the Buyer or made available to representatives of the Buyer prior to the date hereof. No claim has been made in writing or, to the Sellers' Company's knowledge, otherwise by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There Except as set forth in Schedule 3.8(a), there is no dispute or claim concerning any material Tax liability of the Company or any of its Subsidiaries, (i) claimed or raised by any taxing authority in writing or (ii) as to which the Company or any of its Subsidiaries has knowledge. No issues have As of the date hereof, the Company is a domestically controlled REIT within the meaning of Section 897(h)(4)(B) of the Code. To the Company's knowledge, except as set forth in Schedule 3.8(a), no person or entity which would be treated as an "individual" for purposes of Section 542(a)(2) of the Code (as modified by Section 856(h) of the Code) owns or would be considered to own (taking into account the constructive ownership rules of Section 544 of the Code, as modified by Section 856(h) of the Code) in excess of 9.8% of the value of the outstanding equity interests in the Company. Except as contemplated by this Agreement or as set forth in Schedule 3.8(a), the Board has not exempted any person from the Ownership Limit or otherwise waived any of the provisions of Article IV of the Company Charter (as all capitalized terms used in this sentence are defined in the Company Charter). The Ownership Limit (as such term is defined in the Company Charter) has not been raised modified. Except as set forth on Schedule 3.8(a), each ownership interest that the Company and each of its Subsidiaries has in writing an entity formed as a partnership (or which files federal income tax returns as a partnership) qualifies, and since the date of its formation qualified, to be treated as a partnership for federal income tax purposes or as a "qualified REIT subsidiary" within the meaning of Section 856(i)(2) of the Code. (b) The Company (i) intends in its federal income tax return for the tax year that will end on December 31, 1997 to be taxed as a real estate investment trust within the meaning of Section 856 of the Code ("REIT") and has complied (or will comply) with all applicable provisions of the Code relating to a REIT, for 1997, (ii) has operated, and intends to continue to operate, in such a manner as to qualify as a REIT for 1997, (iii) has not taken or omitted to take any examination action which would reasonably be expected to result in a challenge to its status as a REIT, and, to the Company's knowledge, no such challenge is pending or threatened, and (iv) to the Company's knowledge, and assuming the accuracy of Buyer's representations in Sections 4.8 and 4.10 (disregarding the qualification relating to Buyer's knowledge and assuming no exceptions are set forth in Schedule 4.10-B), will not be rendered unable to qualify as a REIT for federal income tax purposes as a consequence of the transactions contemplated hereby. (c) Except as set forth on Schedule 3.8(c), any amount or other entitlement that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated hereby by any taxing authority person who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) with respect to the Company or any of its Subsidiaries whichAffiliates would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). (d) Except as set forth on Schedule 3.8(d), the disallowance of a deduction under Section 162(m) of the Code for employee remuneration will not apply to any amount paid or payable by application of similar principles, reasonably could be expected to result in a material deficiency or increase in Tax for any other period not so examined. Schedule 3.8(a) lists all federal and state income Tax Returns filed with respect to the Company or SUSA for taxable periods ended on or after December 31, 1996, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. All federal, state, local, and foreign income Tax Returns filed with respect to the Company or any of its Subsidiaries under any contract, stock plan, program, arrangement or understanding currently in effect. (e) The Company was eligible to and did validly elect to be taxed as a REIT for federal income tax purposes for calendar year 1993 and all subsequent taxable periods ended on and was in compliance with the Code and all applicable rules and regulations of the Code necessary to permit it to be taxed as a REIT for all such periods. Each Subsidiary of the Company organized as a partnership (and any other Subsidiary that files Tax Returns as a partnership for federal income tax purposes) was and continues to be classified as a partnership for federal income tax purposes or after December 31, 1996 have been provided or made available to as a "qualified REIT subsidiary" within the Buyermeaning of Section 856(i)(2) of the Code.

Tax Matters; REIT and Partnership Status. (a) The Company and each of its Subsidiaries has timely filed with the appropriate taxing authority all material Tax Returns required to be filed by it or has timely requested extensions and any such request has been granted and has not expired. Each such Tax Return is complete and accurate in all material respects. All material Taxes shown as owed by the Company or any of its Subsidiaries on any Tax Return have been paid or accrued, except for Taxes being contested in good faith and for which adequate reserves have been taken. The Company and each of its Subsidiaries has properly accrued all material Taxes for such periods subsequent to the periods covered by such Tax ReturnsReturns as required by GAAP. None of the Company or any of its Subsidiaries has executed or filed with the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any Tax. None Except as set forth in Schedule 3.8(a), none of the Company or any of its Subsidiaries is being audited or examined by any taxing authority with respect to any Tax or is a party to any pending action or proceedings by any taxing authority for assessment or collection of any material Tax, and no claim for assessment or collection of any material Tax has been asserted against it. True and complete copies of all federal, state and local income or franchise Tax Returns filed by the Company and each of its Subsidiaries for 1998, 1999 1995 and 2000 1996 and all written communications with Taxing authorities relating thereto have been delivered to the Buyer or made available to representatives of the Buyer prior to the date hereof. No claim has been made in writing or, to the Sellers' Company's knowledge, otherwise by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There Except as set forth in Schedule 3.8(a), there is no dispute or claim concerning any material Tax liability of the Company or any of its Subsidiaries, (i) claimed or raised by any taxing authority in writing or (ii) as to which the Company or any of its Subsidiaries has knowledge. No issues have To the Company's knowledge, as of the date hereof, (i) the Company is a domestically controlled REIT within the meaning of Section 897(h)(4)(B) of the Code. To the Company's knowledge, except as set forth in Schedule 3.8(a), no person or entity which would be treated as an "individual" for purposes of Section 542(a)(2) of the Code (as modified by Section 856(h) of the Code) owns or would be considered to own (taking into account the constructive ownership rules of Section 544 of the Code, as modified by Section 856(h) of the Code) in excess of 9.8% of the value of the outstanding equity interests in the Company. Except as contemplated by this Agreement or as set forth in Schedule 3.8(a), the Board has not exempted any person from the Ownership Limit or otherwise waived any of the provisions of Article IV of the Company Charter (as all capitalized terms used in this sentence are defined in the Company Charter). The Ownership Limit (as such term is defined in the Company Charter) has not been raised modified. Except as set forth on Schedule 3.8(a), each ownership interest that the Company and each of its Subsidiaries has in writing an entity formed as a partnership (or which files federal income tax returns as a partnership) qualifies, and since the date of its formation qualified, to be treated as a partnership for federal income tax purposes or as a "qualified REIT subsidiary" within the meaning of Section 856(i)(2) of the Code. (b) The Company (i) intends in its federal income tax return for the tax year that will end on December 31, 1997 to be taxed as a real estate investment trust within the meaning of Section 856 of the Code ("REIT") and has complied (or will comply) with all applicable provisions of the Code relating to a REIT, for 1997, (ii) has operated, and intends to continue to operate, in such a manner as to qualify as a REIT for 1997, (iii) has not taken or omitted to take any examination action which would reasonably be expected to result in a challenge to its status as a REIT, and, to the Company's knowledge, no such challenge is pending or threatened, and (iv) to the Company's knowledge, and assuming the accuracy of Buyer's representations in Sections 4.8 and 4.10 (disregarding the qualification relating to Buyer's knowledge and assuming no exceptions are set forth in Schedule 4.10-B), will not be rendered unable to qualify as a REIT for federal income tax purposes as a consequence of the transactions contemplated hereby. (c) Except as set forth on Schedule 3.8(c), any amount or other entitlement that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated hereby by any taxing authority person who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) with respect to the Company or any of its Subsidiaries whichAffiliates would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). (d) Except as set forth on Schedule 3.8(d), the disallowance of a deduction under Section 162(m) of the Code for employee remuneration will not apply to any amount paid or payable by application of similar principles, reasonably could be expected to result in a material deficiency or increase in Tax for any other period not so examined. Schedule 3.8(a) lists all federal and state income Tax Returns filed with respect to the Company or SUSA for taxable periods ended on or after December 31, 1996, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. All federal, state, local, and foreign income Tax Returns filed with respect to the Company or any of its Subsidiaries under any contract, stock plan, program, arrangement or understanding currently in effect. (e) The Company was eligible to and did validly elect to be taxed as a REIT for federal income tax purposes for calendar year 1993 and all subsequent taxable periods ended on and was in compliance with the Code and all applicable rules and regulations of the Code necessary to permit it to be taxed as a REIT for all such periods. Each Subsidiary of the Company organized as a partnership (and any other Subsidiary that files Tax Returns as a partnership for federal income tax purposes) was and continues to be classified as a partnership for federal income tax purposes or after December 31, 1996 have been provided or made available to as a "qualified REIT subsidiary" within the Buyermeaning of Section 856(i)(2) of the Code.

Tax Matters; REIT and Partnership Status. VIII.1 The Company and each of its Subsidiaries has timely filed with the appropriate taxing authority all material Tax Returns required to be filed by it or has timely requested extensions and any such request has been granted and has not expired. Each To the Company's knowledge, based upon the reports of the Company's auditors, each such Tax Return is complete and accurate in all material respects. All material Taxes shown as owed by the Company or any of its Subsidiaries on any Tax Return have been paid or accrued, except for Taxes being contested in good faith and for which adequate reserves have been taken. The To the Company's knowledge, based upon the reports of the Company's auditors, the Company and each of its Subsidiaries has properly accrued all material Taxes for such periods subsequent to the periods covered by such Tax ReturnsReturns as required by GAAP. None of the Company or any of its Subsidiaries has executed or filed with the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any Tax. None Except as set forth in Schedule 3.8(a), none of the Company or any of its Subsidiaries is being audited or examined by any taxing authority with respect to any Tax or is a party to any pending action or proceedings by any taxing authority for assessment or collection of any material Tax, and no claim for assessment or collection of any material Tax has been asserted against it. True and complete copies of all federal, state and local income or franchise Tax Returns filed by the Company and each of its Subsidiaries for 1998, 1999 1995 and 2000 1996 and all written communications with Taxing authorities relating thereto have been delivered to the Buyer or made available to representatives of the Buyer Contributors prior to the date hereof. No claim has been made in writing or, to the Sellers' Company's knowledge, otherwise by an authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There Except as set forth in Schedule 3.8(a), there is no dispute or claim concerning any material Tax liability of the Company or any of its Subsidiaries, (i) claimed or raised by any taxing authority in writing or (ii) as to which the Company or any of its Subsidiaries has knowledge. No issues have To the Company's knowledge, as of the date hereof, (i) the Company is a domestically controlled REIT within the meaning of Section 897(h)(4)(B) of the Code. Subject to the Lazard Transaction, to the Company's knowledge, except as set forth in Schedule 3.8(a), no person or entity which would be treated as an "individual" for purposes of Section 542(a)(2) of the Code (as modified by Section 856(h) of the Code) owns or would be considered to own (taking into account the constructive ownership rules of Section 544 of the Code, as modified by Section 856(h) of the Code) in excess of 9.8% of the value of the outstanding equity interests in the Company. Except as contemplated by this Agreement or as set forth in Schedule 3.8(a), the Board has not exempted any person from the Ownership Limit or otherwise waived any of the provisions of Article IV of the Company Charter (as all capitalized terms used in this sentence are defined in the Company Charter). The Ownership Limit (as such term is defined in the Company Charter) has not been raised modified. Except as set forth in writing Schedule 3.8 (a) each ownership interest that the Company and each of its Subsidiaries has in an entity formed as a partnership (or which files federal income tax returns as a partnership) qualifies, and since the date of its formation qualified, to be treated as a partnership for federal income tax purposes or as a "qualified REIT subsidiary" within the meaning of Section 856(i)(2) of the Code. VIII.2 The Company (i) intends in its federal income tax return for the tax year that will end on December 31, 1997 to be taxed as a real estate investment trust within the meaning of Section 856 of the Code ("REIT") and has complied (or will comply) with all applicable provisions of the Code relating to a REIT, for 1997, (ii) has operated, and intends to continue to operate, in such a manner as to qualify as a REIT for 1997, and (iii) has not knowingly taken or omitted to take any examination action which would reasonably be expected to result in a challenge to its status as a REIT, and, to the Company's knowledge, no such challenge is pending or threatened. VIII.3 Except as set forth on Schedule 3.8(c), any amount or other entitlement that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated hereby by any taxing authority person who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) with respect to the Company or any of its Subsidiaries whichAffiliates would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code). VIII.4 Except as set forth on Schedule 3.8(d), the disallowance of a deduction under Section 162(m) of the Code for employee remuneration will not apply to any amount paid or payable by application of similar principles, reasonably could be expected to result in a material deficiency or increase in Tax for any other period not so examined. Schedule 3.8(a) lists all federal and state income Tax Returns filed with respect to the Company or SUSA for taxable periods ended on or after December 31, 1996, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. All federal, state, local, and foreign income Tax Returns filed with respect to the Company or any of its Subsidiaries under any contract, stock plan, program, arrangement or understanding currently in effect. VIII.5 The Company was eligible to and did validly elect to be taxed as a REIT for federal income tax purposes for calendar year 1993 and all subsequent taxable periods ended on and was in compliance with the Code and all applicable rules and regulations of the Code, necessary to permit it to be taxed as a REIT for all such periods. Each Subsidiary of the Company organized as a partnership (and any other Subsidiary that files Tax Returns as a partnership for federal income tax purposes) was and continues to be classified as a partnership for federal income tax purposes or after December 31, 1996 have been provided or made available to as a "qualified REIT subsidiary" within the Buyermeaning of Section 856(i)(2) of the Code.

Tax Matters; REIT and Partnership Status. (a) The Company and each of its the Subsidiaries has timely filed with the appropriate taxing authority all material Tax Returns required to be filed by it or has timely requested extensions and any such request has been granted and has not expired. Each such Tax Return is complete and accurate in all material respects. All material Taxes shown as owed by the Company or any of its the Subsidiaries on any Tax Return have been paid or accrued, except for Taxes being contested in good faith and for which adequate reserves have been taken, in the reasonable opinion of the Company. The Company and each of its the Subsidiaries has properly accrued all material Taxes for such periods subsequent to the periods covered by such Tax ReturnsReturns as required by GAAP. None Except as set forth in Schedule 3.8(a), none of the Company or any of its the Subsidiaries has executed or filed with the IRS or any other taxing authority any agreement now in effect extending the period for assessment or collection of any Tax. None Except as set forth in Schedule 3.8(a), none of the Company or any of its the Subsidiaries is a party to any pending action or proceedings by any taxing authority for assessment or collection of any material Tax, and no claim for assessment or collection of any material Tax has been asserted against it. True and complete copies of all federal, state and local income or and franchise Tax Returns Returns, or any extensions applicable thereto, filed by the Company and each of its the Subsidiaries for 1998, 1999 and 2000 the taxable years 1994 to the present and all written communications with Taxing authorities relating thereto thereto, have been delivered to the Buyer or have been made available to representatives of the Buyer prior to the date hereoffor inspection by its representatives. No Except as set forth in Schedule 3.8(a), no claim has been made in writing or, to the Sellers' knowledge, otherwise by an authority in a jurisdiction where the Company or any of its the Subsidiaries does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. There Except as set forth in Schedule 3.8(a), there is no dispute or claim concerning any material Tax liability of the Company or any of its Subsidiaries, (i) the Subsidiaries claimed or raised by any taxing authority in writing writing. As of the date hereof, the Company is a "domestically-controlled" REIT within the meaning of Code Section 897(h)(4)(B). Except as set forth in Schedule 3.8(a), to the Company's Knowledge no person or entity which would be treated as an "individual" for purposes of Section 542(a)(2) of the Code (as modified by Section 856(h) of the Code) owns or would be considered to own (taking into account the ownership attribution rules under Section 544 of the Code, as modified by Section 856(h) of the Code) in excess of 9.8% of the value of the outstanding equity interest in the Company. The Company is not a "Pension-Held REIT" within the meaning of Section 856(h)(3)(D) of the Code. (b) The Company (i) intends in its federal income tax return for the tax year ended December 31, 1997 and for the tax year that will end on December 31, 1998 to elect to be taxed as a real estate investment trust within the meaning of Section 856 of the Code ("REIT") and has complied (or will comply) with all applicable provisions of the Code relating to a REIT, (ii) has operated, and intends to continue to operate, in such a manner as to qualify as a REIT for each of its taxable years, (iii) has not taken or omitted to take any action which would reasonably be expected to result in a challenge to its status as a REIT, and no such challenge is pending or, to the Company's Knowledge, threatened, and (iv) assuming the accuracy of Buyer's representations in Section 4.6 and Section 4.7, will not be rendered unable to qualify as a REIT for federal income tax purposes as a consequence of the transactions contemplated hereby, including without limitation any exchange of Operating Partnership Preferred Units by any holders thereof by the Company for Company Preferred Stock or Company Common Stock, or both. (c) Any amount or other entitlement that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated hereby by any employee, officer, or director of the Company, or the Operating Partnership or any of their Affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.28OG-1) under any employment, severance or termination agreement, other compensation arrangement or plan currently in effect, would not be characterized as an "excess parachute payment" (as such term is defined in Section 28OG(b)(1) of the Code). (d) The disallowance of a deduction under Section 162(m) of the Code for employee remuneration will not apply to any amount paid or payable by the Company or any of its Subsidiaries has knowledgeunder any contract, stock plan, program, arrangement or understanding currently in effect. (e) The Company and all of its predecessors was eligible to and did validly elect to be taxed as a REIT for federal income tax purposes for calendar year 1987 and all subsequent taxable periods. No issues have been raised in writing in any examination by any taxing authority with respect to The Operating Partnership is and each Subsidiary of the Company or any of its Subsidiaries which, by application of similar principles, reasonably could be expected to result in organized as a material deficiency or increase in Tax for partnership (and any other period not so examined. Schedule 3.8(a) lists all federal and state income Subsidiary that files Tax Returns filed with respect to as a partnership for federal income tax purposes) was, in the Company or SUSA for taxable periods ended on or after December 31, 1996, indicates those Tax Returns that have been auditedcase of each such Subsidiary, and indicates those Tax Returns that currently are the subject of audit. All federal, state, local, and foreign continues to be classified as a partnership for federal income Tax Returns filed with respect to the Company or any of its Subsidiaries for taxable periods ended on or after December 31, 1996 have been provided or made available to the Buyertax purposes.

Tax Matters; REIT and Partnership Status. The Company (a) Seller and each of its the Subsidiaries has timely filed with the appropriate taxing authority all material Tax Returns tax returns required to be filed by it or has timely requested extensions and any such request has been granted and has not expired. Each such Tax Return tax return is complete and accurate in all material respects. All information shown on any such tax return is correct in all material respects, and all material Taxes shown as owed by the Company Seller or by any of its the Subsidiaries on any tax return have been paid or accrued, except for Taxes being contested in good faith and for which adequate reserves have been taken. The Company As used in this Agreement, "Tax" means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code (as defined below) Section 54A), customs duties, capital stock, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not. Each of Seller and each of its the Subsidiaries has properly accrued all material Taxes for such periods subsequent to the periods covered by such Tax Returnstax returns as required by GAAP. None of the Company Seller or any of its the Subsidiaries has executed or filed with the IRS Internal Revenue Service (the "IRS") or any other taxing authority any agreement now in effect extending the period for assessment or collection of any Tax. None of the Company Seller or any of its the Subsidiaries is a party to any pending action or proceedings proceeding by any taxing authority for assessment or collection of any material Tax, and no claim for assessment or collection of any material Tax has been asserted against it. True and complete copies of all federal, state and local income or franchise Tax Returns filed by the Company and each of its Subsidiaries for 1998, 1999 and 2000 and all written communications with Taxing authorities relating thereto have been delivered to the Buyer or made available to representatives of the Buyer prior to the date hereof. No claim has been made in writing or, to the Sellers' knowledge, otherwise by an any authority in a jurisdiction where the Company Seller or any of its the Subsidiaries does not file Tax Returns tax returns that it is or may be subject to taxation by or reporting in that jurisdiction. There is no dispute or claim concerning any material Tax information, reporting or tax liability of the Company Seller or of any of its the Subsidiaries, (i) claimed or raised -------------------------------------------------------------------------------- Page 11 20 by any taxing authority in writing or (ii) as to which the Company Seller or any of its the Subsidiaries has knowledge. No issues have been raised in writing in any examination by any taxing authority with respect to Seller is a "domestically controlled" REIT within the Company or any meaning of its Subsidiaries whichSection 897(h)(4)(B) of the Internal Revenue Code of 1986, by application of similar principles, reasonably could be expected to result in a material deficiency or increase in Tax for any other period not so examined. Schedule 3.8(a) lists all federal and state income Tax Returns filed with respect to as amended (the Company or SUSA for taxable periods ended on or after December 31, 1996, indicates those Tax Returns that have been audited"Code"), and indicates those Tax Returns that currently to Seller's knowledge, there are no nondomestic registered beneficial owners of Trust Common Shares. To Seller's knowledge, no person or entity which would be treated as an "individual" for purposes of Section 542(a)(2) of the subject Code (as modified by Section 856(h) of audit. All federalthe Code) owns or would be considered to own (taking into account the ownership attribution rules under Section 544 of the Code, state, local, and foreign income Tax Returns filed with respect to as modified by Section 856(h) of the Company or any Code) in excess of its Subsidiaries for taxable periods ended on or after December 31, 1996 have been provided or made available to 9.8% of the Buyervalue of the outstanding equity interests in Seller.