Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement

Recitals 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)

In the event that Seller provides such notice to Buyer, Buyer shall be entitled to withhold from the consideration payable to Seller under the Purchase Agreement such amounts as may be required under Section 1445 of the Code and the Treasury Regulations promulgated thereunder, and Seller shall cooperate with Buyer in connection with any such withholding obligations

Notwithstanding the foregoing, the applicable provisions of the Code and the Treasury Regulations promulgated thereunder shall apply to the interpretation and enforcement of the certifications set forth herein to the extent required by federal law