Contract analysis

Section 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), provides that a transferee (as defined therein) of a "United States real property interest" (within the meaning of Section 897(c) of the Code) must withhold tax if the transferor is a "foreign person" (as defined in Section 1445(f)(3) of the Code). A "foreign person" includes a nonresident alien individual, a foreign corporation, a foreign pa

Section 2. Certifications 2.1 Identity of Transferor The transferor of the membership interests in the Target Entities is Greystone Meridian Partners Fund III, L.P., a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The principal office address of Seller is: Greystone Meridian Partners Fund III, L.P. 3300 Peachtree Road NE, Suite 2200 Atlanta, Georgi

Section 3. Description of Transferred Interests The interests being transferred pursuant to the Purchase Agreement are one hundred percent (100%) of the membership interests in each of the following fourteen (14) limited liability companies, each of which is duly organized and existing under the laws of the State of Delaware (collectively, the "Target Entities"): Each Target Entity is a property-owning limited liabil

Section 4. Acknowledgments and Agreements 4.1 Penalty of Perjury Seller understands that this certification is made under penalty of perjury, as provided by 28 U.S.C. § 1746 and the applicable provisions of the Code and Treasury Regulations. Seller further understands that this certification may be disclosed to the Internal Revenue Service by the transferee (Buyer) and that any false statement contained herein could

Section 5. Delivery This certification is delivered pursuant to Section 8.02(h) of the Purchase Agreement and in accordance with the form attached to the Purchase Agreement as Exhibit O. This certification constitutes a closing deliverable of Seller required as a condition to Buyer's obligation to consummate the Closing under the Purchase Agreement. This certificate is being delivered on the closing date of the trans

Section 6. Governing Law This certification shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provisions or rules thereof (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York, consistent with the governing law pro