SECTION 2. DEFINITIONS

For purposes of this Agreement, the terms listed below are defined as follows: Sec. 2.01. Account Holder. An “account holder” means any person that is a direct account holder or an indirect account holder and for which QI acts as a qualified intermediary. A direct account holder is any person who has an account directly with QI (including an intermediary or flow-through entity). An indirect account holder is any person who receives amounts from a QI but who does not have a direct account relationship with QI. For example, a person that has an account with a foreign intermediary or an interest in a flow-through entity which, in turn, is a direct account holder of QI is an indirect account holder. In addition, the person that is the sole owner of an entity that is disregarded under Treas. Reg. §301.7701–2(c)(2) as an entity separate from its owner is an indirect account holder. A person is an indirect account holder even if there are multiple tiers of intermediaries or flow-through entities between the person and the QI. Sec. 2.02. Agreement. “Agreement” means this Agreement, all appendices and attachments to this Agreement, and QI’s application to become a qualified intermediary. All such appendices, attachments, and QI’s application are incorporated into this Agreement by reference. Sec. 2.03. Amounts Subject to NRA Withholding. An “amount subject to NRA withholding” is an amount described in Treas. Reg. §1.1441–2(a). An amount subject to NRA withholding shall not include interest paid as part of the purchase price of an obligation sold between interest payment dates or original issue discount paid as part of the purchase price of an obligation sold in a transaction other than the redemption of such obligation, unless the sale is part of a plan the principal purpose of which is to avoid tax and QI has actual knowledge or reason to know of such plan. Sec. 2.04. Assumption of Withholding Responsibility. A QI that assumes primary NRA withholding responsibility, or assumes primary Form 1099 reporting and backup withholding responsibility, assumes the primary responsibility for deducting, withholding, and depositing the appropriate amount from a payment. Generally, a qualified intermediary’s as

sumption of primary NRA withholding responsibility or the assumption of primary backup withholding responsibility relieves the person who makes a payment to the qualified intermediary from the responsibility to withhold. Under section 3.05 of this Agreement, QI generally has primary Form 1099 reporting and backup withholding responsibility with respect to certain payments even though it does not assume such responsibility for payments not described in that section. Sec. 2.05. Backup Withholding. “Backup withholding” means the withholding required under section 3406 of the Code. Sec. 2.06. Beneficial Owner. A “beneficial owner” has the meaning given to that term in Treas. Reg. §1.1441–1(c)(6). Sec. 2.07. Broker Proceeds. “Broker proceeds” means the gross proceeds from a sale of an asset to the extent that the gross proceeds would be subject to Form 1099 reporting if paid to a U.S. non-exempt recipient. For purposes of this Agreement, broker proceeds also include any proceeds paid by QI from the sale of assets pursuant to the provisions of section 6.04 of this Agreement that are owned by a U.S. nonexempt recipient and that produce, or could produce, reportable payments regardless of whether the sale is effected at an office inside or outside the United States and regardless of whether or not the sale is effected by QI or another person on instructions from QI. Thus, the exception in Treas. Reg. §1.6045–1(a), which excludes from Form 1099 reporting certain sales effected at an office outside the United States, shall not apply in the case of U.S. non-exempt recipients whose identity is prohibited by law from disclosure. In addition, the exception from backup withholding on certain payments contained in Treas. Reg. §31.3406(g)–1(e) shall not apply to such broker proceeds. Sec. 2.08. Chapter 3 of the Code. Any reference to “chapter 3 of the Code” means sections 1441, 1442, 1443, 1461, 1463, and 1464 of the Code. Sec. 2.09. Chapter 61 of the Code. Any reference to “chapter 61 of the Code” means sections 6041, 6042, 6045, 6049, and 6050N of the Code. Sec. 2.10. Deposit Interest. “Deposit interest” means interest described in section 871(i)(2)(A) of the Code. Sec. 2.11. Designated Broker Proceeds.

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Sec. 2.15. Exempt Recipient. For purposes of Form 1099 reporting and backup withholding, an “exempt recipient” means a person described in Treas. Reg. §1.6049– 4(c)(1)(ii) (for interest, dividends, and royalties), a person described in Treas. Reg. §5f.6045–1(c)(3)(i)(B) and §1.6045–2(b)(2)(i) (for broker proceeds), and a person described in Treas. Reg. §1.6041–3(q) (for rents, amounts paid on notional principal contracts, and other fixed or determinable income). Exempt recipients are not exempt from NRA withholding. Sec. 2.16. External Auditor. An “external auditor” is any approved auditor listed in Appendix B of this Agreement that QI (or any private arrangement intermediary of QI) engages to perform the audits required by section 10 of this Agreement. Sec. 2.17. Flow -Through Entity. A flow-through entity is a foreign partnership described in Treas. Reg. §301.7701–2 or 3 (other than a withholding foreign partnership), a foreign trust that is described in section 651(a) of the Code, or a foreign trust all or a portion of which is treated as owned by the grantor or other person under sections 671 through 679 of the Code. For an item of income for which a treaty benefit is claimed, an entity is also a flow-through entity to the extent it is treated as fiscally transparent under section 894 and the regulations thereunder. Sec. 2.18. Foreign Person. A “foreign person” is any person that is not a “United States person” and includes a “nonresident alien individual,” a “foreign corporation,” a “foreign partnership,” a “foreign trust,” and a “foreign estate,” as those terms are defined in section 7701 of the Code. For purposes of chapter 3 of the Code, the term foreign person also means, with respect to a payment by a withholding agent (including a qualified intermediary), a foreign branch of a U.S. person that provides a valid Form W-8IMY on which it represents that it is a qualified intermediary. A foreign branch of a U.S. person that is a qualified intermediary is, however, a U.S. payor for purposes of chapter 61 and section 3406 of the Code. Sec. 2.19. Form W-8. “Form W-8” means IRS Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding; IRS Form W-8ECI, Certificate of Foreign Person’s

Claim for Exemption From Withholding on Income Effectively Connected With the Conduct of a Trade or Business in the United States; IRS Form W-8EXP, Certificate of Foreign Governments and Other Foreign Organizations for United States Tax Withholding; and IRS Form W-8IMY, Certificate of Foreign Intermediary, Foreign Partnership, and Certain U.S. Branches for United States Tax Withholding, as appropriate. It also includes any acceptable substitute form. Sec. 2.20. Form W-9. “Form W-9” means IRS Form W-9, Request for Taxpayer Identification Number and Certification, or any acceptable substitute. Sec. 2.21. Form 945. “Form 945” means IRS Form 945, Annual Return of Withheld Federal Income Tax. Sec. 2.22. Form 1042. “Form 1042” means an IRS Form 1042, Annual Withholding Tax Return for U.S. Source Income of Foreign Persons. Sec. 2.23. Form 1042-S. “Form 1042-S” means an IRS Form 1042-S, Foreign Person’s U.S. Source Income Subject to Withholding. Sec. 2.24. Form 1096. “Form 1096” means IRS Form 1096, Annual Summary and Transmittal of U.S. Information Returns. Sec. 2.25. Form 1099. “Form 1099” means IRS Form 1099-B, Proceeds From Broker and Barter Exchange Transactions; IRS Form 1099-DIV, Dividends and Distributions; IRS Form 1099-INT, Interest Income; IRS Form 1099-MISC, Miscellaneous Income; IRS Form 1099OID, Original Issue Discount, and any other form in the IRS Form 1099 series appropriate to the type of payment required to be reported. Sec. 2.26. Form 1099 Reporting. “Form 1099 reporting” means the reporting required on Form 1099. Sec. 2.27. Intermediary. An “intermediary” means any person that acts on behalf of another person such as a custodian, broker, nominee, or other agent. Sec. 2.28. Know-Your-Customer Rules. The phrase “know-your customer rules” refers to the applicable laws, regulations, rules, and administrative practices and procedures, identified in the Attachments to this Agreement, governing the requirements of QI to obtain documentation confirming the identity of QI’s account holders.

Sec. 2.29. Marketable Securities. For purposes of this Agreement, the term “marketable securities” means those securities described in Treas. Reg. §1.1441–6 for which a TIN is not required to obtain treaty benefits. Sec. 2.30. Non-Exempt Recipient. A “non-exempt recipient” means a person that is not an exempt recipient under the definition in section 2.15 of this Agreement. Sec. 2.31. Nonqualified Intermediary. A “nonqualified intermediary” is any intermediary that is not a qualified intermediary. A nonqualified intermediary includes any custodian, nominee, or other agent as well as any financial institution intermediary unless such person enters an agreement to be a qualified intermediary and acts in such capacity. Sec. 2.32. NRA Withholding. “Nonresident alien (NRA) withholding” is any withholding required under chapter 3 of the Code, whether the payment subject to withholding is made to an individual or to an entity. Sec. 2.33. Overwithholding. The term “overwithholding” means the excess of the amount actually withheld under chapter 3 or section 3406 of the Code over the amount required to be withheld. Sec. 2.34. Paid Outside the United States. An amount is “paid outside the United States” if it is paid outside the United States within the meaning of Treas. Reg. §1.6049–5(e). Sec. 2.35. Payment. A “payment” is considered made to a person if that person realizes income whether or not such income results from an actual transfer of cash or other property. See Treas. Reg. §1.1441–2(e). For example, a payment includes crediting an amount to an account. Sec. 2.36. Payor. A “payor” is defined in Treas. Reg. §31.3406(a)–2 and §1.6049–4(a)(2) and generally means any person required to make an information return under chapter 61 of the Code. The term includes any person that makes a payment, directly or indirectly, to QI and to whom QI provides information, pursuant to this Agreement, so that such person can report a payment on Form 1099 and, if appropriate, backup withhold. See sections 3.05 and 6 of this Agreement. Also see section 2.50 of this Agreement for the definition of U.S. payor and non-U.S. payor.

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Sec. 2.37. Presume/Presumption. The terms “presume” or “presumption” refer to the presumption rules set forth in section 5.13(C) of this Agreement. Sec. 2.38. Private Arrangement Inter- mediary. A “private arrangement intermediary” or “PAI” is an intermediary described in section 4 of this Agreement. Sec. 2.39. Qualified Intermediary. A “qualified intermediary” is a person, described in Treas. Reg. §1.1441–1(e)(5)(ii), that enters into a withholding agreement with the IRS to be treated as a qualified intermediary and acts in its capacity as a qualified intermediary. Sec. 2.40. Qualified Intermediary (or QI) EIN. A “qualified intermediary EIN” or “QI-EIN” means the employer identification number assigned by the IRS to a qualified intermediary. QI’s QI-EIN is only to be used when QI is acting as a qualified intermediary. For example, QI must give a withholding agent its non-QI EIN, if any, rather than its QI-EIN if it is receiving income as a beneficial owner and a taxpayer identification number is required. QI must also use its non-QI EIN, if any, when acting as a nonqualified intermediary. Each signatory to this agreement must have its own QI-EIN. Sec. 2.41. Reduced Rate of Withhold- ing. A “reduced rate of withholding” means a rate of withholding under chapter 3 of the Code that is less than 30 percent, including an exemption from withholding, or not withholding 31 percent under section 3406 of the Code. Sec. 2.42. Reliably Associating a Pay- ment With Documentation . See section 5.13(B) of this Agreement to determine whether QI can reliably associate a payment with documentation. Sec. 2.43. Reportable Amount. A “reportable amount” means an amount subject to NRA withholding (as defined in section 2.03 of this Agreement); U.S. source deposit interest (as defined in section 2.10 of this Agreement); and U.S. source interest or original issue discount paid on the redemption of short-term obligations (as defined in section 2.46 of this Agreement). The term does not include payments on deposits with banks and other financial institutions that remain on deposit for two weeks or less. It also does not include amounts of original issue discount arising from a sale and re

purchase transaction completed within a period of two weeks or less, or amounts described in Treas. Reg. §1.6049–5(b)(7), (10), or (11) (relating to certain foreign targeted registered obligations and certain obligations issued in bearer form). Sec. 2.44. Reportable Payment. For purposes of this Agreement, a reportable payment means amounts described in section 2.44(A) of this Agreement, in the case of a U.S. payor, and amounts described in section 2.44(B) of this Agreement, in the case of a non-U.S. payor. (A) U.S. Payor. If QI is a U.S. payor, a reportable payment means any reportable payment as defined in section 3406(b) of the Code, including any broker proceeds from the sale of assets beneficially owned by a U.S. non-exempt recipient account holder that produce, or could produce, reportable payments if the identity and account information of that account holder is prohibited by law, including by contract, from disclosure as described in section 6.04 of this Agreement. For this purpose, it is irrelevant whether the sale is effected by QI or QI instructs another person to effect the sale. It is also irrelevant whether the sale is effected at an office inside or outside the United States. Thus, the exception in Treas. Reg. §1.6045–1(a) (which excepts sales effected at an office outside the United States by a non-U.S. payor) and the exception in Treas. Reg. 31.3406(g)–1(e) (which excepts certain payments made outside the United States from backup withholding) do not apply in the case of an account holder whose identity is prohibited by law from disclosure. (B) Non-U.S. Payor. If QI is a non-U.S. payor a reportable payment means– (1) Any reportable amount (unless an exception to reporting applies under chapter 61 of the Code); (2) Any broker proceeds from the sale of assets that produce, or could produce, reportable amounts if the sale is effected at an office inside the United States, as defined in Treas. Reg. §1.6045–1(g)(3), (unless an exception to reporting applies under chapter 61 of the Code); (3) Any broker proceeds from the sale of an asset that produces, or could produce, reportable amounts that are beneficially owned by a U.S. non-exempt recipient whose identity and account information is prohibited by law, including by contract, from disclosure as described in section

6.04 of this Agreement. For this purpose, it is irrelevant whether the sale is effected by QI or another person upon instructions from QI. It is also irrelevant whether the sale is effected at an office inside or outside the United States. Thus, the exception in Treas. Reg. §1.6045–1(a) (which excepts sales effected at an office outside the United States by a non-U.S. payor) and the exception in Treas. Reg. 31.3406(g)–1(e) (which excepts certain payments made outside the United States from backup withholding) do not apply in the case of an account holder whose identity is prohibited by law from disclosure; and (4) Any foreign source interest, dividends, rents, royalties, or other fixed and determinable income if such income is paid in the United States or to an account maintained in the United States or any other amount presumed paid to a U.S. non-exempt recipient under section 5.13(C)(4) of this Agreement (unless an exception to reporting applies under chapter 61 of the Code). Sec. 2.45. Reporting Pool. A reporting pool is defined in section 8.03 of this Agreement. Sec. 2.46. Short-Term Obligation. A “short-term obligation” is any obligation described in section 871(g)(1)(B)(i) of the Code. Sec. 2.47. TIN. A “TIN” is a U.S. taxpayer identification number. Sec. 2.48. Underwithholding. “Underwithholding” means the excess of the amount required to be withheld under chapter 3 or section 3406 of the Code over the amount actually withheld. Sec. 2.49. Undocumented Account Holder. An “undocumented account holder” is an account holder for whom QI does not hold valid documentation. Sec. 2.50. U.S. Payor/Non-U.S. Payor. The terms “U.S. payor” and “non-U.S. payor” have the same meaning as in Treas. Reg. §1.6049–5(c). Sec. 2.51. U.S. Person. A “United States (or U.S.) person” is a person described in section 7701(a)(30) of the Code, the U.S. government (including an agency or instrumentality thereof), a State of the United States (including an agency or instrumentality thereof), or the District of Columbia (including an agency or instrumentality thereof). Sec. 2.52. Withholding Agent. A “with

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holding agent” has the same meaning as set forth in Treas. Reg. §1.1441–7(a) and includes a payor (as defined in section 2.36 of this Agreement). As used in this Agreement, the term generally refers to the person making a payment to a qualified intermediary. Sec. 2.53. Withholding Rate Pool. The term “withholding rate pool” is defined in section 6.03 of this Agreement. Sec. 2.54. Withholding Statement. The term “withholding statement” is defined in section 6.02 of this Agreement. Sec. 2.55. Other Terms. Any term not defined in this section has the same meaning that it has under the Code, the income tax regulations under the Code, or any applicable income tax treaty.