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the formation of a special assessment district, the lien of which would encumber the Property. To the best of Seller's knowledge, there are no pending bankruptcy or receivership proceedings affecting Seller, the Property, or any tenants in the Property. (f) Authoritv. The person executing this Agreement on behalf of Seller is duly authorized to do so, and this Agreement, once it has been executed by Buyer and Seller, shall be binding upon Seller. If requested by Buyer, Seller shall provide Buyer with documentary or other evidence demonstrating, to Buyers reasonable satisfaction, that the person executing this Agreement on behalf of Seller is authorized to do so. (g) Non-Foreian Status. Seller is not a foreign person, foreign corporation, foreign partnership, foreign trust or foreign estate as those terms are defined in the Internal Revenue Code and Regulations thereunder. Prior to the Close of Escrow, Seller shall deliver to Buyer an affidavit meeting the requirement of Internal Revenue Code Section 1445(b)(2), stating the Seller is not a foreign person and setting forth Seller's United States employer identification number and Seller's business address. At the Close of Escrow, Seller shall deliver to Buyer: (i) if Seller's permanent place of business is located in California or Seller is a resident of California, a completed and executed California Form 590 certifying, among other things, that Seller's permanent place of business is located in California or Seller is a resident of California; or (ii) if Seller's permanent place of business is not located in California or Seller is not a resident of California, a completed and executed California Form 597 certifying, among other things, that Seller's permanent place of business is not located in California or Seller is not a resident of California. If clause (ii) is applicable to Seller, then Title Company shall withhold from Seller an amount equal to three and one-third percent (3- 1/3%) of the Purchase Price and pay such withheld amount to the California Franchise Tax Board within twenty days after the Close of Escrow. Seller is not a "foreign personll within the meaning of Internal Revenue Code Section 1445(f)(3). (h) OFAC. Seller and all persons and entities owning (directly or indirectly) an ownership interest in Seller: (i) are not, and shall not become, a person or entity with whom Buyer is restricted from doing business with under regulations of OFAC (including, but not limited to, those named on OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action, (ii) are not knowingly engaged in, and shall not engage in, any dealings or transaction or be otherwise associated with such persons or entities described in (i) above; and (iii) are not, and shall not become, a person or entity whose activities are regulated by the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder. (i) The term lito the best of Seller's knowledgell or similar phrases, as used in this Agreement, shall refer to the actual knowledge of William A. Davey and/or Joseph Rodden, as of the Date of Agreement without any duty of investigation or inquiry of any Page 7 of 16 C:\Documents and Settings\Dell Optiplex GX520'.My Documenta\P\xcha&eAgmt7 .6.09redlne\PurchaseAgmt.doc