(1). If Seller is a "foreign person" as defined in Section 1445(f) of the Internal Revenue Code (the "Code") or the regulations issued under it, Purchaser shall deduct and withhold from the purchase price an amount (the "Withholding Amount") equal to 10% of the total consideration payable to Seller under this agreement (including cash paid or to be paid by Purchaser under this agreement, the fair market value of any property transferred or to be transferred by Purchaser, and any liabilities to which the Premises are subject immediately after the conveyance or which Purchaser assumes) and shall, at the Closing, remit the withheld amount with Internal Revenue Service Forms 8288 and 8288A (or any substitutions or successors) of them (the "Forms") to the Internal Revenue Service (this process shall be referred to as "Withholding"). Seller agrees to provide Purchaser such information as Purchaser may require to properly complete the Forms. Notwithstanding the foregoing, if the Purchaser or Seller obtains a withholding certificate from the Internal Revenue Service prior to the Closing in accordance with Section 1445(b)(4) and the regulations issued under it, the Withholding Amount shall be the amount, if any, set forth in the withholding certificate (and not the amount set forth above).

(2). If Seller is not a "foreign person" as defined in Section 1445(f) or the regulations issued under it, the purchase price shall be subject to Withholding as above unless the Seller delivers to Purchaser at or prior to the Closing a certification of non-foreign status in the form required by Section 1445(b)(2) and the regulations issued under it, signed by Seller under penalty of perjury and, if requested by Purchaser, in recordable form (the "Affidavit"). The Affidavit shall not prevent Withholding if Purchaser has actual knowledge that the certification in the Affidavit is false or if Purchaser receives notice prior to Closing from an agent of Purchaser or Seller that the certification in the Affidavit is false. Furthermore, if, after the Closing, the Purchaser receives a notice from any source that the certification in the Affidavit is false, Purchaser shall deduct and withhold the lesser of (1) the entire consideration remaining to be paid to Seller under this agreement, if any, or (2) the Withholding Amount. Seller acknowledges that the Affidavit will be retained by Purchaser and will be made available to the Internal Revenue Service upon request. In the event that Seller is a foreign corporation, an Affidavit shall not prevent Withholding unless it is accompanied by a copy of the acknowledgement by the Internal Revenue Service of the Seller's election under Section 897(i).