SECTION 11. 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 2003–64 to be a withholding foreign partnership for purposes of Treas. Reg. § 1.1441–5(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: