Common use of Tax Status of Borrower Clause in Contracts

Tax Status of Borrower. Borrower’s United States employee tax identification numbers and office addresses are set forth on Exhibit E attached hereto. Borrower is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Revenue Code”). Owner further represents and warrants to Lender that (i) it is a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code (a “disregarded entity”), (ii) CHP SL Owner Holding II, LLC, a Delaware limited liability company, Owner’s sole member (“Owner’s Sole Member”), is a “disregarded entity”, (iii) CHP Partners, LP, a Delaware limited partnership, the sole member of Owner’s Sole Member, is a “disregarded entity”, and (v) CHP Partners, LP is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Revenue Code. Operator further represents and warrants to Lender that (i) it is not a “disregarded entity”, (ii) CHP TRS Holding, Inc., a Delaware corporation, Operator’s sole shareholder (“Operator’s Sole Shareholder”), is not a “disregarded entity”, (iii) CNL Healthcare Properties, Inc., a Maryland corporation, the sole shareholder of Operator’s Sole Shareholder, is not a “disregarded entity”, and (iv) CNL Healthcare Properties, Inc. is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Revenue Code. These statements are made by Borrower in compliance with Sections 1445 and 7701 of the Revenue Code to exempt any transferee of the Property from withholding the tax required upon a foreign transferor’s disposition of a U.S. real property interest.

Tax Status of Borrower. Borrower’s United States employee tax identification numbers and office addresses are set forth on Exhibit E attached hereto. Borrower is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Revenue Code”). Owner further represents and warrants to Lender that (i) it is a “disregarded entity” as defined in Section 1.1445-2(b)(2)(iii) of the Income Tax Regulations issued under the Revenue Code (a “disregarded entity”), (ii) CHP CHT SL Owner Holding III, LLC, a Delaware limited liability company, Owner’s sole member (“Owner’s Sole Member”), is a “disregarded entity”, (iii) CHP CHT Partners, LP, a Delaware limited partnership, the sole member of Owner’s Sole Member, is a “disregarded entity”, and (v) CHP CHT Partners, LP is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Revenue Code. Operator further represents and warrants to Lender that (i) it is not a “disregarded entity”, (ii) CHP CHT TRS Holding, Inc., a Delaware corporation, Operator’s sole shareholder (“Operator’s Sole Shareholder”), is not a “disregarded entity”, (iii) CNL Healthcare PropertiesTrust, Inc., a Maryland corporation, the sole shareholder of Operator’s Sole Shareholder, is not a “disregarded entity”, and (iv) CNL Healthcare PropertiesTrust, Inc. is not a “foreign person,” “foreign partnership,” “foreign trust,” or “foreign estate” within the meaning of Sections 1445 and 7701 of the Revenue Code. These statements are made by Borrower in compliance with Sections 1445 and 7701 of the Revenue Code to exempt any transferee of the Property from withholding the tax required upon a foreign transferor’s disposition of a U.S. real property interest.