SECTION 1. PURPOSE AND SCOPE

Sec. 1.01. General Obligations. Except as otherwise provided in this Agreement, WP's obligations with respect to income distributed to, or included in the distributive shares of, its partners are governed by the Code and the regulations thereunder. Except as provided in Section 10 of this Agreement, WP may act in its capacity as a withholding foreign partnership pursuant to this Agreement only for payments of amounts subject to NRA withholding that are distributed to, or included in the distributive shares of, its direct partners. WP is required to act as a withholding foreign partnership for all such amounts paid to WP, or included in WP's distributive share, by any withholding agent to which WP has provided a Form W–8IMY that represents that WP is acting as a withholding foreign partnership with respect to such amounts. WP must act as a withholding foreign partnership for any such amounts paid with respect to such a Form W–8IMY that are distributed to, or included in the distributive shares of, its direct foreign partners. WP may also act as a withholding foreign partnership for such amounts that are distributed to, or included in the distributive shares of, its direct partners that are U.S. persons. WP may not act as a withholding foreign partnership, but must act as a nonwithholding foreign partnership, for amounts subject to NRA withholding that are distributed to, or included in the distributive shares of, passthrough partners or indirect partners, except as provided under Section 10 of this Agreement.

Sec. 1.02. Parties to the Agreement. This Agreement applies to WP and the IRS.

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to certain foreign targeted registered obligations and certain obligations issued in bearer form).

Sec. 2.22. Reporting Pool. A reporting pool is defined in Section 6.03 of this Agreement.

Sec. 2.23. 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. 2.24. TIN. A “TIN” is a U.S. taxpayer identification number.

Sec. 2.25. Underwithholding. “Underwithholding” means the excess of the amount required to be withheld under chapter 3 of the Code over the amount actually withheld.

Sec. 2.26. 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. 2.27. 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. 2.28. Withholding Foreign Partnership (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. 2.29. 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.

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 With- holding 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 Interme- diary, Foreign Partnership, and Certain U.S. Branches for United States Tax With- holding, 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 Sub- ject 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 Part- ner; Direct Partner; Indirect Partner; Passthrough 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 through 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. Pooled Reporting (PR) Election. A “pooled reporting (PR) election” is defined in Section 6.03.

Sec. 2.20. 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. 2.21. 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

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Sec. 2.30. Withholding Statement. The term “withholding statement” is defined in Section 5.02 of this Agreement.

Sec. 2.31. 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.