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STATE OF FLORIDA <br />COUNTY OF MIAMI-DADE <br />EXHIBIT D <br />AFFIDAVIT <br />SS: <br />BEFORE ME, the undersigned authority, personally appeared ("Affiant") as <br />of , a limited liability company, as manager of <br />, a limited liability company, the sole member of <br />, LLC, a limited liability company ("Seller"), who being by <br />me first duly sworn, deposes and says: <br />1. Seller is this day conveying its rights, title and interest in and to the real property <br />more particularly described on the attached Exhibit A hereto (the "Property") to <br />a ("Buyer"). <br />2. There have been no improvements, alterations or repairs to the Property <br />authorized by Seller for which the costs thereof remain unpaid; there are no construction, <br />materialmen's or laborers' liens against the Property arising through work performed by or for <br />Seller. <br />3. Pursuant to Section 1445 of the Internal Revenue Code, a transferee (buyer) of a <br />U.S. Real property interest must withhold tax if the transferor (seller) is a foreign person. This <br />Affidavit is given to inform Buyer that withholding of tax is not required upon Seller's <br />disposition of a U.S. real property interest. Seller is not a nonresident alien for purposes of U.S. <br />income taxation purposes. <br />Seller's U.S. taxpayer identifying number is <br />Seller understands that this certification may be disclosed to the Internal Revenue Service by <br />Buyer and that any false statement made here could be punished by fine, imprisonment or both. <br />4. There are no parties in possession of the Property other than the tenants set forth <br />onthe list of tenants attached as Exhibit B hereto. <br />5. There are no matters pending by or against Seller that could give rise to a lien that <br />could attach to the Property between , 201_ at 3 .m., the date of the last <br />certification (the "Last Certification Date") of Title Insurance Company (the <br />"Title Company") Title Insurance Commitment No. (the "Commitment") <br />and the date of the recording of the deed (the "Deed") from Seller to Buyer. Seller has not <br />executed, and will not execute, any instrument that would adversely affect the title to the <br />Property except as contained in the Commitment. Seller will indemnify and hold Buyer and the <br />Title Company harmless from all liens or title defects created by or against Seller subsequent to <br />the Last Certification Date and prior to recordation of the Deed (provided, however, that Buyer <br />MIAMI. 2957652.8 79037/33274 <br />