Common use of FIRPTA TAX WITHHOLDING Clause in Contracts

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 535 Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 536 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 from the IRS authorizing a reduced amount of withholding. 539 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 540 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 stating that Seller is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 542 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 to the IRS. 545 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 reduced sum required, if any, and timely remit said funds to the IRS. 548 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 on the transfer and, at Buyer’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 552 escrow, at Seller’s expense, with an escrow agent selected by Buyer and pursuant to terms negotiated by the 553 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 555 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the 557 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for 558 disbursement in accordance with the final determination of the IRS, as applicable.

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 535 Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 536 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 from the IRS authorizing a reduced amount of withholding. 539 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 540 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 stating that Seller is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 542 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 to the IRS. 545 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 reduced sum required, if any, and timely remit said funds to the IRS. 548 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 on the transfer and, at Buyer’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in ________ ________ ________ ________ 552 escrow, at Seller’s expense, with an escrow agent selected by Buyer and pursuant to terms negotiated by the 553 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 555 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the 557 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for 558 disbursement in accordance with the final determination of the IRS, as applicable.

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 535 554 Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 536 555 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 556 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 557 from the IRS authorizing a reduced amount of withholding. 539 558 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 540 559 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 560 stating that Seller Xxxxxx is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 542 561 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 562 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 563 to the IRS. 545 564 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 565 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 566 reduced sum required, if any, and timely remit said funds to the IRS. 548 567 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 568 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 569 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 570 on the transfer and, at BuyerXxxxx’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 552 571 escrow, at SellerXxxxxx’s expense, with an escrow agent selected by Buyer Xxxxx and pursuant to terms negotiated by the 553 572 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 573 directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 555 574 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 575 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED Collected funds necessary to satisfy the 557 576 applicable requirement and thereafter Buyer Xxxxx shall timely remit said funds to the IRS or escrow the funds for 558 577 disbursement in accordance with the final determination of the IRS, as applicable.. 578 (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 579 8288 and 8288-A, as filed. 580 W. RESERVED DO NOT COPY

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 535 623 Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 536 624 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 625 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 626 from the IRS authorizing a reduced amount of withholding. 539 627 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 540 628 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 629 stating that Seller is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 542 630 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 631 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 632 to the IRS. 545 . (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 634 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 635 reduced sum required, if any, and timely remit said funds to the IRS. 548 636 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 637 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 638 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 639 on the transfer and, at Buyer’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 552 640 escrow, at Seller’s expense, with an escrow agent selected by Buyer Xxxxx and pursuant to terms negotiated by the 553 641 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 642 directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 555 643 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 644 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the 557 645 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for 558 646 disbursement in accordance with the final determination of the IRS, as applicable. 647 (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 648 8288 and 8288-A, as filed.

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 535 554 Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 536 555 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 556 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 557 from the IRS authorizing a reduced amount of withholding. 539 558 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 540 559 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 560 stating that Seller Xxxxxx is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 542 561 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 562 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 563 to the IRS. 545 564 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 565 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 566 reduced sum required, if any, and timely remit said funds to the IRS. 548 567 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 568 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 569 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 570 on the transfer and, at BuyerXxxxx’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 552 571 escrow, at SellerXxxxxx’s expense, with an escrow agent selected by Buyer Xxxxx and pursuant to terms negotiated by the 553 572 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 573 directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 555 574 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 575 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED Collected funds necessary to satisfy the 557 576 applicable requirement and thereafter Buyer Xxxxx shall timely remit said funds to the IRS or escrow the funds for 558 577 disbursement in accordance with the final determination of the IRS, as applicable.. 579 8288 and 8288-A, as filed. 000 X. XXXXXXXX

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 535 Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 536 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 from the IRS authorizing a reduced amount of withholding. 539 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 540 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 stating that Seller Xxxxxx is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 542 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 to the IRS. 545 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 reduced sum required, if any, and timely remit said funds to the IRS. 548 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 on the transfer and, at BuyerXxxxx’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 552 escrow, at SellerXxxxxx’s expense, with an escrow agent selected by Buyer Xxxxx and pursuant to terms negotiated by the DocuSign Envelope ID: 2F622D35-26BC-462F-AFF1-32AC42A955AC 553 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 555 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the 557 applicable requirement and thereafter Buyer Xxxxx shall timely remit said funds to the IRS or escrow the funds for 558 disbursement in accordance with the final determination of the IRS, as applicable.

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 535 594 Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 536 595 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 596 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 597 from the IRS authorizing a reduced amount of withholding. 539 598 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 540 599 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUEDSTANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED 600 stating that Seller is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 542 601 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 602 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 603 to the IRS. 545 604 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 605 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 606 reduced sum required, if any, and timely remit said funds to the IRS. 548 607 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 608 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 609 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 610 on the transfer and, at Buyer’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 552 611 escrow, at Seller’s expense, with an escrow agent selected by Buyer and pursuant to terms negotiated by the 553 612 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 613 directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 555 614 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 615 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED CollectedCOLLECTED funds necessary to 616 satisfy the 557 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds 617 for 558 disbursement in accordance with the final determination of the IRS, as applicable.. 618 (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 619 8288 and 8288-A, as filed. 000 X. XXXXXXXX

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 535 594 Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 536 595 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 596 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 597 from the IRS authorizing a reduced amount of withholding. 539 598 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 540 599 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUEDSTANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED 600 stating that Seller is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 542 601 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 602 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 603 to the IRS. 545 604 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 605 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 606 reduced sum required, if any, and timely remit said funds to the IRS. 548 607 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 608 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 609 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 610 on the transfer and, at Buyer’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 552 611 escrow, at Seller’s expense, with an escrow agent selected by Buyer Xxxxx and pursuant to terms negotiated by the 553 612 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 613 directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 555 614 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 615 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED CollectedCOLLECTED funds necessary to 616 satisfy the 557 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds 617 for 558 disbursement in accordance with the final determination of the IRS, as applicable.. 618 (v) Upon remitting funds to the IRS pursuant to this STANDARD, Buyer shall provide Seller copies of IRS Forms 619 8288 and 8288-A, as filed. 620 W. RESERVED

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 535 554 Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 536 555 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 STANDARDS FOR REAL ESTATE TRANSACTIONS (“STANDARDS”) CONTINUED 556 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 557 from the IRS authorizing a reduced amount of withholding. 539 558 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 540 559 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 560 stating that Seller Xxxxxx is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 542 561 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 562 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 563 to the IRS. 545 564 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 565 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 566 reduced sum required, if any, and timely remit said funds to the IRS. 548 567 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 568 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 569 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 570 on the transfer and, at BuyerXxxxx’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 552 571 escrow, at SellerXxxxxx’s expense, with an escrow agent selected by Buyer Xxxxx and pursuant to terms negotiated by the 553 572 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 573 directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 555 574 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 575 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED Collected funds necessary to satisfy the 557 576 applicable requirement and thereafter Buyer Xxxxx shall timely remit said funds to the IRS or escrow the funds for 558 577 disbursement in accordance with the final determination of the IRS, as applicable.. 579 8288 and 8288-A, as filed. 580 W. RESERVED

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “foreign person” as defined by FIRPTA, 535 647 Section 1445 of the Internal Revenue Code (“Code”) requires the buyer of the real property to withhold up to 15% 536 648 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 649 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 650 from the IRS authorizing a reduced amount of withholding. 539 651 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “foreign person”. Seller can 540 652 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 653 stating that Seller is not a foreign person and containing Seller’s name, U.S. taxpayer identification number and 542 654 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 655 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 656 to the IRS. 545 . (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 658 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 659 reduced sum required, if any, and timely remit said funds to the IRS. 548 . (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 661 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 662 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 663 on the transfer and, at Buyer’s option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 552 664 escrow, at Seller’s expense, with an escrow agent selected by Buyer Xxxxx and pursuant to terms negotiated by the 553 665 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 666 directly to the IRS if the Seller’s application is rejected or upon terms set forth in the escrow agreement. 555 667 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 668 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED Collected funds necessary to satisfy the 557 669 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for 558 670 disbursement in accordance with the final determination of the IRS, as applicable.

FIRPTA TAX WITHHOLDING. If a seller of U.S. real property is a “"foreign person” " as defined by FIRPTA, 535 Section 1445 of the Internal Revenue Code (“"Code”") requires the buyer of the real property to withhold up to 15% 536 of the amount realized by the seller on the transfer and remit the withheld amount to the Internal Revenue Service 537 (IRS) unless an exemption to the required withholding applies or the seller has obtained a Withholding Certificate 538 from the IRS authorizing a reduced amount of withholding. 539 (i) No withholding is required under Section 1445 of the Code if the Seller is not a “"foreign person”". Seller can 540 provide proof of non-foreign status to Buyer by delivery of written certification signed under penalties of perjury, 541 stating that Seller Xxxxxx is not a foreign person and containing Seller’s 's name, U.S. taxpayer identification number and 542 home address (or office address, in the case of an entity), as provided for in 26 CFR 1.1445-2(b). Otherwise, Buyer 543 shall withhold the applicable percentage of the amount realized by Seller on the transfer and timely remit said funds 544 to the IRS. 545 (ii) If Seller is a foreign person and has received a Withholding Certificate from the IRS which provides for reduced 546 or eliminated withholding in this transaction and provides same to Buyer by Closing, then Buyer shall withhold the 547 reduced sum required, if any, and timely remit said funds to the IRS. 548 (iii) If prior to Closing Seller has submitted a completed application to the IRS for a Withholding Certificate and has 549 provided to Buyer the notice required by 26 CFR 1.1445-1(c) (2)(i)(B) but no Withholding Certificate has been 550 received as of Closing, Buyer shall, at Closing, withhold the applicable percentage of the amount realized by Seller 551 on the transfer and, at Buyer’s Xxxxx's option, either (a) timely remit the withheld funds to the IRS or (b) place the funds in 552 escrow, at Seller’s Xxxxxx's expense, with an escrow agent selected by Buyer Xxxxx and pursuant to terms negotiated by the 553 554 555 556 557 558 559 560 561 562 563 564 565 566 567 568 569* 570 parties, to be subsequently disbursed in accordance with the Withholding Certificate issued by the IRS or remitted 554 directly to the IRS if the Seller’s 's application is rejected or upon terms set forth in the escrow agreement. 555 (iv) In the event the net proceeds due Seller are not sufficient to meet the withholding requirement(s) in this 556 transaction, Seller shall deliver to Buyer, at Closing, the additional COLLECTED funds necessary to satisfy the 557 applicable requirement and thereafter Buyer shall timely remit said funds to the IRS or escrow the funds for 558 disbursement in accordance with the final determination of the IRS, as applicable.