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• <br />• <br />• <br />EXHIBIT D <br />NON - FOREIGN TRANSFEROR'S CERTIFICATION <br />(Entity Transferor) <br />Section 1445 of the Internal Revenue Code provides that a transferee of a U.S. real <br />property interest must withhold tax if the transferor is a foreign person. For U.S. tax purposes <br />(including section 1445), the owner of a disregarded entity (which has legal title to a U.S. real <br />property interest under local law) will be the transferor of the property and not the disregarded <br />entity. To inform the transferee that withholding of tax is not required upon the disposition of a <br />U.S. real property interest by [name of transferor], the undersigned hereby. certifies the <br />following on behalf of [name of transferor]: <br />1. [Name of transferor] is not a foreign corporation, foreign partnership, foreign <br />trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax <br />Regulations); <br />2. [Name of transferor]'s U. S. employer identification number is <br />3. [Name of transferor]'s office address is <br />; and <br />4. [Name of transferor] is not a "disregarded entity" as defined in IRS Regulation <br />1.1445- 2(b)(iii). <br />[Name of transferor] understands that this certification may be disclosed to the Internal <br />Revenue Service by transferee and that any false statement contained herein could be punished <br />by fine, imprisonment or both. <br />Under penalties of perjury, I declare that I have examined this certification and to the best <br />of my knowledge and belief it is true, correct and complete, and I further declare that I have <br />authority to sign this document on behalf of [name of transferor]. <br />Date: , 20 <br />Signature <br />Title <br />