SECTION 11. MISCELLANEOUS

PROVISIONS

Sec. 11.01. WP's application to become a withholding foreign partnership and the Appendix to this Agreement are hereby incorporated into and made an integral part of this Agreement.This Agreement, WP's application, and the Appendix to this Agreement constitute the complete agreement between the parties.

Sec. 11.02. This Agreement may be amended by the IRS if the IRS determines that such amendment is needed for the sound administration of the internal revenue laws or internal revenue regulations. The Agreement may also be modified by either WP or the IRS upon mutual agreement. Such amendments or modifications shall be in writing.

Sec. 11.03. Any waiver of a provision of this Agreement by the IRS is a waiver solely of that provision. The waiver does not obligate the IRS to waive other provisions of this Agreement or the same provision at a later date.

Sec. 11.04. This Agreement shall be governed by the laws of the United States. Any legal action brought under this Agreement shall be brought only in a U.S. court with jurisdiction to hear and resolve matters under the internal revenue laws of the

United States. For this purpose, WP agrees to submit to the jurisdiction of such U.S. court.

Sec. 11.05. WP's rights and responsibilities under this Agreement cannot be assigned to another person.

Sec. 11.06. Notices provided under this Agreement shall be mailed registered, first class airmail. Notice shall be directed as follows:

To the IRS

Internal Revenue Service LMSB:FS:QI 290 Broadway New York, NY 10007–1867 USA

All notices sent to the IRS must include the WP’s WP–EIN

To WP:

Sec. 11.07. WP, acting in its capacity as a withholding foreign partnership or in any other capacity, does not act as an agent of the IRS, nor does it have the authority to hold itself out as an agent of the IRS.

IN WITNESS WHEREOF, the above parties have subscribed their names to these presents, in duplicate.

Signed this day of ,

(name and title of person

signing for WP)

(name and title of person signing for IRS)

PR Election Statement – Six Year Term

August 11, 2003 322 2003-32 I.R.B.

Sec. 8.06. External Auditor’s Report Sec. 8.07. Expanding Scope and Timing of External Audit

SECTION 9. EXPIRATION, TERMINATION AND DEFAULT

Sec. 9.01. Term of Agreement: General Rule Sec. 9.02. Term of Agreement: Special Rule for PR Election Sec. 9.03. Termination of Agreement Sec. 9.04. Automatic Termination of Agreement Sec. 9.05. Significant Change in Circumstances Sec. 9.06. Events of Default Sec. 9.07. Notice and Cure Sec. 9.08. Renewal