SECTION 10. MISCELLANEOUS

PROVISIONS

THIS AGREEMENT is made in duplicate under and in pursuance of section 1441 of the Internal Revenue Code of 1986, as amended, (the “Code”) and Treasury Regulation § 1.1441–5(c)(2) by and between , (referred to as “WP”), and the INTERNAL REVENUE SERVICE (the “IRS”):

WHEREAS, WP has submitted an application in accordance with Revenue Procedure 2002–xx to be a withholding foreign partnership for purposes of Treas. Reg. § 1.1445–5(c)(2);

WHEREAS, WP and the IRS desire to enter into an agreement to establish WP’s rights and obligations regarding documentation, withholding, information reporting, tax return filing, deposits, and adjustment procedures under sections 1441, 1442, 1443, 1461, 6031, 6302, 6402, and 6414 of the Code with respect to certain types of payments;

NOW, THEREFORE, in consideration of the following terms, representations, and conditions, the parties agree as follows:

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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 WP has actual knowledge or reason to know of such plan.

Sec. 2.03. 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. 2.04. Chapter 61 of the Code . Any reference to “chapter 61 of the Code” means sections 6031, 6041, 6042, 6045, 6049, and 6050N of the Code. Sec. 2.05. External Auditor . An “external auditor” is any approved auditor listed in Appendix A of this Agreement that WP engages to perform the audits required by section 8 of this Agreement.

Sec. 2.06. 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 (other than a withholding foreign trust). 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. 2.07. 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.

Sec. 2.08. Form W-8 . “Form W-8” means a valid IRS Form W-8BEN, Cer- tificate 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 Con- nected With the Conduct of a Trade or Business in the United States ; IRS Form W-8EXP, Certificate of Foreign Govern- ments and Other Foreign Organizations for United States Tax Withholding ; and

IRS Form W-8IMY, Certificate of For- eign Intermediary, Foreign Partnership, and Certain U.S. Branches for United States Tax Withholding, as appropriate. It also includes any acceptable substitute form.

Sec. 2.09. Form W-9 . “Form W-9” means a valid IRS Form W-9, Request for Taxpayer Identification Number and Cer- tification, or any acceptable substitute.

Sec. 2.10. Form 1042 . “Form 1042” means an IRS Form 1042, Annual With- holding Tax Return for U.S. Source Income of Foreign Persons .

Sec. 2.11. Form 1042-S . “Form 1042-S” means an IRS Form 1042-S, Foreign Person’s U.S. Source Income Subject to Withholding .

Sec. 2.12. Form 1065 . “Form 1065” means an IRS Form 1065, U.S. Return of Partnership Income, and the Schedules K-1 associated with that form.

Sec. 2.13. Intermediary . An “intermediary” means any person that acts on behalf of another person, such as a custodian, broker, nominee, or other agent.

Sec. 2.14. Nonwithholding Foreign Partnership . A “nonwithholding foreign partnership” is any foreign partnership that is not acting as a withholding foreign partnership.

Sec. 2.15. NRA Withholding . For purposes of this agreement, “nonresident alien (NRA) withholding” is any withholding required under chapter 3 of the Code (other than sections 1445 or 1446), whether the payment subject to withholding is made to an individual or to an entity.

Sec. 2.16. Overwithholding . The term “overwithholding” means the excess of the amount actually withheld over the amount required to be withheld under chapter 3 of the Code.

Sec. 2.17. Partnership and Partner . The terms “partnership” and “partner” are defined in section 7701(a)(2) of the Code and the regulations thereunder. A direct partner is a partner, other than an intermediary or flow-through entity, that is not itself a withholding foreign partnership or withholding foreign trust, for which WP acts as a withholding foreign partnership. An indirect partner is a person that owns a partnership interest in WP though one or more passthrough partners. A passthrough partner is a direct or indirect partner in WP that is an intermediary or

flow-through entity. As provided in Section 2.06 of this Agreement, a withholding foreign partnership or withholding foreign trust is not a flow-through entity and thus is not a passthrough partner.

Sec. 2.18. 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).

Sec. 2.19. Reduced Rate of With- holding . A “reduced rate of withholding” means a rate of withholding that is less than 30 percent, either as a result of a reduction in withholding under the Code or as a result of a reduction in withholding under an income tax treaty.

Sec. 2.20. Reportable Amount . A “reportable amount” means an amount subject to NRA withholding (as defined in section 2.02 of this Agreement); U.S. source deposit interest; and U.S. source interest or original issue discount paid on the redemption of short-term obligations. 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 repurchase 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. 2.21. Reporting Pool . A reporting pool is defined in section 5.03 of this Agreement.

Sec. 2.22. Schedule K-1 . “Schedule K-1” or “K-1” is the schedule associated with the Form 1065 that itemizes an individual Partner’s Share of Income, Credits, Deductions, etc.

Sec. 2.23. TIN . A “TIN” is a U.S. taxpayer identification number.

Sec. 2.24. Underwithholding . “Underwithholding” means the excess of the amount required to be withheld under chapter 3 of the Code over the amount actually withheld.

Sec. 2.25. 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

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or instrumentality thereof), or the District of Columbia (including an agency or instrumentality thereof).

Sec. 2.26. Withholding Agent . A “withholding agent” has the same meaning as set forth in Treas. Reg. § 1.1441– 7(a) and includes a payor. As used in this Agreement, the term generally refers to the person making a payment to a withholding foreign partnership.

Sec. 2.27. Withholding Foreign Part- nership (or WP) . A “withholding foreign partnership” is a person, described in Treas. Reg. § 1.1441–5(c)(2), that has entered into a withholding agreement with the IRS to be treated as a withholding foreign partnership and is acting in its capacity as a withholding foreign partnership.

Sec. 2.28. Withholding Foreign Part- nership (or WP) EIN . A “withholding foreign partnership EIN” or “WP-EIN” means the employer identification number assigned by the IRS to a withholding foreign partnership. WP’s WP-EIN is only to be used when WP is acting as a withholding foreign partnership. For example, WP must give a withholding agent its non-WP EIN, if any, rather than its WP-EIN, if it is not acting as a withholding foreign partnership and a taxpayer identification number is required.

Sec. 2.29. Withholding Statement . The term “withholding statement” is defined in section 5.02 of this Agreement.

Sec. 2.30. 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.