Contract analysis

Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee of a "United States real property interest" (as defined in Section 897(c) of the Code) must withhold tax if the transferor is a "foreign person" (as defined in Section 7701 of the Code and the Treasury Regulations promulgated thereunder). To inform Transferee that withholding of tax is not required upon the disposit

1. Entity Identity. Transferor is Lakewood Regional Health Partners, LLC, a limited liability company duly organized, validly existing, and in good standing under the laws of the State of New York.

2. Non-Foreign Status. Transferor is not a foreign corporation, foreign partnership, foreign trust, foreign estate, or foreign person, as those terms are defined in the Code and the Treasury Regulations promulgated thereunder. Without limiting the generality of the foregoing, Transferor is not a "disregarded entity" as defined in Treasury Regulations Section 1.1445-2(b)(2)(iii). For purposes of U.S. federal income ta

3. Taxpayer Identification Number. Transferor's U.S. employer identification number (EIN) is: 46-5183294.

4. Office Address. Transferor's principal office address is: Lakewood Regional Health Partners, LLC 450 East Ridge Road Rochester, New York 14621

5. Acknowledgment of Liability for False Certification. Transferor understands and acknowledges that this Certificate may be disclosed to the Internal Revenue Service by Transferee and that any false statement contained herein could be punished by fine, imprisonment, or both, under the applicable provisions of the Code and federal law, including without limitation Section 7206 of the Code.

6. Agreement to Notify of Change in Circumstances. Transferor agrees to inform Transferee promptly in writing if, at any time prior to the Closing (as defined in the Purchase Agreement), any of the foregoing certifications becomes incorrect, inaccurate, or misleading in any material respect. In the event of any such change in circumstances, Transferor shall deliver to Transferee a revised or updated certificate refle

7. Authority; Penalties of Perjury. The undersigned has full power, authority, and legal capacity to execute and deliver this Certificate on behalf of Transferor. This Certificate is made under penalties of perjury, and the undersigned declares that he has examined this Certificate and, to the best of his knowledge and belief, it is true, correct, and complete. Under penalties of perjury, I declare that I have examin