Contract analysis

1. Presentation and Format This Certificate should be printed on the letterhead of the certifying entity, or alternatively, presented as a standalone executed document. If printed on letterhead, the title block of the Certificate (including the heading "Certification of Non-Foreign Status and Non-U.S. Real Property Holding Corporation Status") should appear prominently on the first page. If presented as a standalone

2. Closing Condition Cross-Reference Delivery of this Certificate is typically a condition to the closing of the Transactions as set forth in the Transaction Agreement. Prior to execution, counsel for the Acquiror and counsel for the Company should confirm that the applicable closing condition in the Transaction Agreement correctly cross-references this Certificate, including the specific section of the Transaction A

3. Retention of Original A copy of the fully executed Certificate should be retained in the closing binder maintained by the parties and their respective counsel. The Acquiror must retain the original executed Certificate in its files and records pursuant to Treasury Regulation § 1.1445-2(c)(3)(ii), which requires the transferee to retain the affidavit until the end of the fifth calendar year following the calendar y

4. Review by Tax Counsel This Certificate should be reviewed by qualified tax counsel (both for the Company and for the Acquiror) prior to execution to confirm that: (i) the factual representations and certifications contained herein are accurate and complete in all material respects; (ii) the form of the Certificate complies with the requirements of Treasury Regulation § 1.1445-2(c)(3) and all other applicable Treas

5. Mergers, Reorganizations, and Other Special Transactions If the Transactions involve a merger, consolidation, share exchange, or other form of reorganization, counsel should confirm that this Certificate is appropriately tailored to the specific structure of the Transactions. In particular, counsel should consider: (i) whether Section 897(a) of the Code applies to the disposition of interests in the Company in con

6. U.S. Real Property Interests — Asset-Ratio Test Analysis If the certifying entity holds, or has held at any time during the applicable five-year lookback period (or shorter period of existence), any United States real property interests (as defined in Section 897(c)(1) of the Code), a detailed analysis must be conducted prior to execution of this Certificate to determine whether the certifying entity qualifies, or

7. State and Local Withholding This Certificate addresses only the federal withholding requirements of Section 1445 of the Code. The parties and their counsel should independently confirm whether any state or local withholding or reporting obligations apply in connection with the Transactions and, if so, whether additional certifications or filings are required. END OF FORM — TEMPLATE ONLY This document is a blank fo