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

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 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 which, by application of similar principles, reasonably could be expected to result has in an entity formed as a material deficiency partnership (or increase in Tax for any other period not so examined. Schedule 3.8(awhich files federal income tax returns as a partnership) 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 auditedqualifies, and indicates those Tax Returns that currently are since the subject of audit. All federal, state, local, and foreign income Tax Returns filed with respect to the Company or any date of its Subsidiaries formation qualified, to be treated as a partnership for taxable periods ended on 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 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) as to which the all non-domestic beneficial owners of Company or any of its Subsidiaries has knowledge. No issues have been raised Common Stock are set forth 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). 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) lists all federal and state income Tax Returns filed with respect 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 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 is not "Pension-Held REIT" within the subject meaning of audit. All federal, state, local, and foreign income Tax Returns filed with respect to Section 856(h)(3)(D) of 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 BuyerCode.

Tax Matters; REIT and Partnership Status. (ai) The Company 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) 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 been raised in writing in any examination by any taxing authority with respect 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 or any 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 in Schedule 3.8 (a) each ownership interest that the Company and each of its Subsidiaries which, by application of similar principles, reasonably could be expected to result has in an entity formed as a material deficiency partnership (or increase in Tax for any other period not so examined. Schedule 3.8(awhich files federal income tax returns as a partnership) 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 auditedqualifies, and indicates those Tax Returns that currently are since the subject of audit. All federal, state, local, and foreign income Tax Returns filed with respect to the Company or any date of its Subsidiaries formation qualified, to be treated as a partnership for taxable periods ended on 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 or (ii) as to which writing. As of the date hereof, the Company or any is a "domestically-controlled" REIT within the meaning of its Subsidiaries has knowledgeCode Section 897(h)(4)(B). No issues have been raised Except as set forth in writing in any examination by any taxing authority with respect 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 or any is not a "Pension-Held REIT" within the meaning of its Subsidiaries which, by application Section 856(h)(3)(D) 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 BuyerCode.

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 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 modified. Except as set forth on Schedule 3.8(a), each ownership interest that the Company and each of its Subsidiaries which, by application of similar principles, reasonably could be expected to result has in an entity formed as a material deficiency partnership (or increase in Tax for any other period not so examined. Schedule 3.8(awhich files federal income tax returns as a partnership) 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 auditedqualifies, and indicates those Tax Returns that currently are since the subject of audit. All federal, state, local, and foreign income Tax Returns filed with respect to the Company or any date of its Subsidiaries formation qualified, to be treated as a partnership for taxable periods ended on 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.