Contract analysis

Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee (buyer) of a "United States real property interest" must withhold tax if the transferor (seller) is a "foreign person." For purposes of Section 1445 of the Code, a "foreign person" means a nonresident alien individual, a foreign corporation, a foreign partnership, a foreign trust, or a foreign estate. The withholdin

1. Selection of Applicable Section. Each Transferor must determine whether it should complete Section 1 (for individual Transferors) or Section 2 (for entity Transferors) of the Certificate. Do not complete both Sections. • Section 1 should be completed by any Transferor who is an individual (i.e., a natural person), including individuals who are U.S. citizens or U.S. resident aliens. • Section 2 should be completed

2. Legal Name. Each Transferor must insert its full legal name exactly as it appears on the Transferor's most recently filed U.S. federal income tax return (IRS Form 1040 for individuals, IRS Form 1065 for partnerships, IRS Form 1120 or 1120-S for corporations, IRS Form 1041 for trusts and estates, or other applicable return). If the Transferor has legally changed its name since the filing of its most recent tax retu

3. Taxpayer Identification Number. Each Transferor must provide its U.S. taxpayer identification number. For individual Transferors, this is the Transferor's Social Security Number ("SSN") or, if the individual does not have an SSN, the individual's Individual Taxpayer Identification Number ("ITIN"). For entity Transferors, this is the entity's Employer Identification Number ("EIN"). The provision of a taxpayer ident

4. Timing of Execution. The Certificate must be signed and dated no earlier than thirty (30) calendar days before the anticipated closing date of the Transaction (the "Closing Date"). Certificates signed more than thirty (30) calendar days before the Closing Date may be rejected by the Transferee or by the Transferee's counsel, and a new Certificate may be required. If the Closing Date is delayed or extended, the Tra

5. Retention of Copies. Each Transferor should retain a copy of the executed Certificate for the Transferor's personal or entity records. In addition, the Transferor should attach a copy of the executed Certificate to the Transferor's U.S. federal income tax return for the taxable year in which the transfer of the Membership Interest occurs. Retaining a copy of the Certificate is advisable in the event that the IRS i

6. Delivery Instructions. The original executed Certificate must be delivered to the Transferee's counsel at the following address: Transferee's Counsel: Harcourt Shaw & DeVries LLP 51 West 52nd Street New York, NY 10019 Attention: \\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\\ (Insert contact name) A copy of the executed Certificate must also be delivered to Tax Counsel at the following address: Tax Counsel: Calderwoo

7. Questions. Any questions regarding the completion of this Certificate should be directed to Calderwood & Harkness LLP at the address set forth above. Each Transferor is also encouraged to consult with the Transferor's own tax advisors regarding the tax consequences of the Transaction and the Transferor's obligations under the Code. DOCUMENT CONTROL INFORMATION This Certification of Non-Foreign Status template was