Seller is not a “foreign person” within the meaning of Sections 1445(f)(3) and 7701(a)(3) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and is not subject to any federal, state or local withholding obligation of Buyer under the tax laws applicable to Seller or the Property.  Seller will provide Buyer an Affidavit of Exemption pursuant to Section 1445(b)(c) of the Code, or provide Escrow Holder an Affidavit of non-foreign status under the Housing and Economic Recovery Act of 2008.  Seller is not subject to withholding tax under California Revenue and Taxation Section 18662, but is exempt under Section 18662(e)(1).