Form TP-584-REIT:3/07:Combined Real Estate Transfer Tax Return and Credit Line Mortgage Certificate for Real Estate Investment Trust Transfers,tp584reit

(e) to acquire any interest in real property (including an

ownership interest in any entity owning real property)

except an acquisition that would qualify for the reduced rate

of tax provided for a REIT transfer (without regard to this

requirement); or

(f) for reserves established for any of the purposes described

in items (a), (b), (c) or (d) above.

For purposes of this requirement, the term real property

includes real property owned directly or indirectly by the REIT,

whether located inside or outside New York State. Also, the

calculation of the net cash proceeds from the initial offering

of the REIT is made without regard to any proceeds resulting

from the exercise of any underwriter’s over-allotment option in

connection with the initial offering of the REIT shares.

Payment of estimated personal income tax by

individuals, estates, and trusts

Nonresidents – Nonresident individuals, estates, and trusts

taxed under Article 22 of the Tax Law must comply with the

provisions of Tax Law section 663, estimating the personal

income tax on the gain, if any, from the sale or transfer of certain

real property located in New York State. Such nonresident

individuals, estates, and trusts are required to either complete

Form IT-2663, Nonresident Real Property Estimated Income Tax

Payment Form, or Form TP-584, Schedule D, Certification of

exemption from the payment of estimated personal income tax,

and file it with Form TP-584-REIT.

Residents – The requirement for payment of estimated

personal income tax under Tax Law section 663 does not

apply to individuals, estates, and trusts who are residents

of New York State at the time of the sale or transfer.

Resident individuals, estates, and trusts must complete

Form TP-584, Schedule D, Certification of exemption from

the payment of estimated personal income tax, and file it with

Form TP-584-REIT.

See Payment of estimated personal income tax, on page 1

of Form TP-584-I, Instructions for Form TP-584, for more

information.

Specific instructions

Schedule A

Condition of conveyance

Indicate the condition of conveyance by checking all

the condition(s) that apply. If you check item d, attach

Form TP-584.1, Real Estate Transfer Tax Return Supplemental

Schedules, to Form TP-584-REIT, with Schedule F completed.

Schedule B

Line 1 – Enter the consideration for the conveyance as set

forth in section 1402(b)(3) of the Tax Law. See

TSB-M-94(4)R for more information on the

calculation of consideration and net cash flow

from operations.

Line 2 – See Form TP-584-I, Line Instructions for

Completing Form TP-584, page 2, for more information

on the continuing lien deduction.

Line 3 – Enter the taxable consideration by subtracting

line 2 from line 1.

Line 4 – Compute and enter the amount of tax due based

on the consideration entered on line 3. The rate is $1

for each $500, or fractional part thereof, of taxable

consideration on line 3.

Schedule C

Check the appropriate box on Schedule C, if this schedule is

required.

TP-584-REIT (3/07) (back)

General Information

A conveyance of real property to a real estate investment trust

(REIT), as defined in section 856 of the Internal Revenue Code,

may be subject to the transfer tax at the reduced rate of $1 for

each $500 or fractional part of consideration. The conveyance

may be to the REIT itself or to an entity, such as a partnership

or a corporation, in which a REIT owns a controlling interest

immediately following the transfer (REIT transfer).

To qualify for the reduced transfer tax rate, REIT transfers that

are in connection with the initial formation of the REIT must

occur on or after June 9, 1994. In addition, the REIT transfer

must also meet certain ownership retention requirements

and the use of proceeds requirement described below. See

TSB-M-94(4)R for the requirements for determining whether

a REIT transfer qualifies as being a transfer that occurs in

connection with the initial formation of the REIT.

In addition, REIT transfers other than those in connection

with the initial formation of the REIT qualify for the reduced

transfer tax rate if they occur on or after July 13, 1996, but

before September 1, 2008. Furthermore, in order to qualify for

the reduced transfer tax rate, a REIT transfer must meet the

ownership retention requirements described below.

Ownership retention requirements

As part of the consideration for the conveyance of real property

or interest therein, the grantor(s) must receive ownership

interests in the REIT or in an entity controlled or to be controlled

by the REIT which have at least a certain minimum value

as described herein. The value of those ownership interests

received in the REIT or in an entity controlled or to be controlled

by the REIT must be equal to at least 40% (50% if the

conveyance is other than in connection with the initial formation

of a REIT) of the equity value of the real property or interest

therein conveyed by the grantor(s) to the grantee. In addition,

the ownership interests in the REIT or in an entity controlled or

to be controlled by the REIT received by the grantor(s) as part

of the consideration for the conveyance must be retained by the

grantor(s) (or an owner of the grantor) for a period of at least

two years from the date of the REIT transfer, except in the case

of the subsequent conveyance of these interests as a result of

the death of an individual grantor. See TSB-M-94(4)R for the

method used to calculate the equity value of the property

and the value of the ownership interests received.

Use of proceeds requirement

At least 75% of the net cash proceeds (after deducting

underwriting discounts) received by the REIT from its initial

offering must be used for the following purposes:

(a) to make payments on loans secured by any interest in the

real property owned directly or indirectly by the REIT;

(b) to pay for capital improvements to the real property owned

directly or indirectly by the REIT;

(c) to pay costs, fees and expenses (including brokerage fees,

commissions and professional fees) incurred in connection

with the creation of a leasehold or sublease pertaining to

the real property owned directly or indirectly by the REIT;

(d) to make payments to or on behalf of a tenant as an

inducement to enter into a lease or sublease, including but

not limited to the following:

(i) a cash bonus paid to a tenant for signing a lease;

(ii) a payment for the unexpired term of a tenant’s previous

lease;

(iii) payment of a tenant’s moving costs;

(iv) payment for a tenant’s improvements that do not

constitute capital improvements (such as temporary

partitions or non-permanent electrical wiring for

computer equipment); and

(v) payment of a tenant’s attorneys’ fees;

Signature and affirmation (both the grantor(s) and grantee(s) must sign).

The undersigned certify that the above return, including any certification, schedule or attachment, is to the best of his/her

knowledge, true and complete, and authorize the person(s) submitting such form on their behalf to receive a copy for purposes

of recording the deed or other instrument effecting the conveyance.

Grantor signature

Title

Grantee signature

Title

Grantor signature

Title

Grantee signature

Title