Section 8. COMPLIANCE

PROCEDURES

Sec. 8.01. In General. (A) In General. WP must adopt a compliance program under the authority of a responsible officer or, if WP adopts a consolidated compliance program, under the authority of a responsible officer of the Compliance Entity (as described in section 8.02(C) of this Agreement). WP’s compliance program must include policies, procedures, and processes sufficient for WP to satisfy the documentation, reporting, and withholding requirements of this Agreement and sufficient for the responsible officer of WP to make the certifications required under section 8.03 of this Agreement. See section 2.68 of this Agreement for the definition of responsible officer. WP must also perform or arrange for the performance of the periodic review described in section 8.04 of this Agreement to the extent required by that section. As part of the responsible officer’s certification, WP must provide to the IRS the factual information as required by and referenced in sections 8.04 and 8.05 of this Agreement and in the Appendix to this Agreement. WP must also satisfy the requirements of section 8.06 of this Agreement with respect to the report of the periodic review and must comply with the IRS review referenced in section 8.08 of this Agreement. (B) Coordination with FATCA Require- ments as a Participating FFI, Registered Deemed-Compliant FFI, or Registered Deemed-Compliant Model 1 IGA FFI. As a condition for maintaining this Agreement, WP must maintain its chapter 4 status. Therefore, WP must, as part of the

compliance procedures described in this section 8, determine whether it is compliant with its FATCA requirements as a participating FFI, registered deemedcompliant FFI, or registered deemedcompliant Model 1 IGA FFI. Sec. 8.02. Compliance Program. (A) Responsible Officer. WP must appoint an individual as the responsible officer (as defined in section 2.68 of this Agreement). The responsible officer must be identified on the QI/WP/WT Application and Accounts Management System as the WP’s responsible officer, and such person may, but is not required to, be the same responsible officer as for purposes of compliance with WP’s FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. The responsible officer must establish a compliance program that meets the requirements of this section 8.02 and must make the periodic certifications to the IRS described in section 8.03 of this Agreement. The responsible officer of WP must be a partner of WP or an officer or agent of the general partner with sufficient authority to fulfill the duties of a responsible officer described in this section 8.02. The responsible officer (or a delegate appointed by the responsible officer) must also serve as the point of contact for the IRS for all issues related to this Agreement and for complying with IRS requests for information or additional review procedures under section 8.08 of this Agreement. References in this section 8.02 to the responsible officer include a responsible officer’s designee, where appropriate. (B) Compliance Program . The responsible officer must establish a program for WP to comply with the requirements of this Agreement that includes the following: (1) Written Policies and Procedures . The responsible officer must ensure the drafting and updating, as necessary, of written policies and procedures sufficient for WP to satisfy the documentation, withholding, reporting, and other obligations of this Agreement. Such written policies and procedures must include a process for an employee or partner of WP to raise issues to the responsible officer that concern WP’s compliance with this Agreement. (2) Training . The responsible officer must

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communicate such policies and procedures to persons responsible for obtaining, reviewing, and retaining a record of documentation under the requirements of section 4 of this Agreement, making distributions and allocations to partners on behalf of WP that are subject to withholding under section 3 of this Agreement, or reporting distributions or allocations to partners under section 6 of this Agreement. (3) Systems . The responsible officer must ensure that systems and processes are in place that will allow WP to fulfill its obligations under this Agreement. For example, in order to fulfill WP’s obligations to report on Forms 1042–S, Schedules K–1, and Forms 8966 under section 6 of this Agreement, WP must establish systems for documenting partners and for recording the information with respect to each such partner that WP is required to report under that section. (4) Monitoring of Business Changes . The responsible officer must monitor business practices and arrangements that affect WP’s compliance with this Agreement, including, for example, changes in WP’s partners that give rise to documentation, withholding, or reporting obligations under this Agreement. (5) Periodic Review . Unless WP receives a waiver (the requirements of which are described in section 8.07 of this Agreement), the responsible officer must designate a reviewer that meets the qualifications described in section 8.04(A) of this Agreement to perform the periodic review described in section 8.05 of this Agreement, to the extent required. ( 6) Certification of Internal Controls . The responsible officer must make the certification of internal controls as described in section 8.03 of this Agreement, including ensuring that corrective actions are taken in response to any material failures (as defined in section 8.03(D) of this Agreement) of WP’s compliance with this Agreement. (C) Consolidated Compliance Program . The IRS, in its discretion, may permit a WP to participate in a consolidated compliance program if all the requirements in this section 8.02(C) are met. Two or more WPs may designate an entity (the Compliance Entity) to implement a consolidated compliance program that in

cludes uniform practices, procedures, and systems, subject to uniform monitoring and control, with respect to all WPs in the consolidated compliance program for purposes of meeting the requirements of section 8 of this Agreement. The responsible officer of the Compliance Entity must perform a consolidated periodic review described in sections 8.04 and 8.05 of this Agreement that includes each WP in the consolidated compliance program. The responsible officer of the Compliance Entity may make a single certification of internal controls under section 8.03 of this Agreement that covers all WPs in the consolidated compliance program, but must provide the factual information described in sections 8.04 and 8.05 of this Agreement and the Appendix to this Agreement separately for each WP in the consolidated compliance program. The Compliance Entity must be the same as the sponsoring entity for chapter 4 purposes for each WP in the consolidated compliance program unless the IRS Foreign Intermediaries Program approves the use a different entity. The Compliance Entity must agree to be jointly and severally liable for the obligations and liabilities of each WP in the consolidated compliance program relating to WP’s obligations under this Agreement. A WP in a consolidated compliance program may not request a waiver of the periodic review requirement described in section 8.04 of this Agreement. Sec. 8.03. Certification of Internal Con- trols by Responsible Officer. WP’s responsible officer must make the applicable certification of compliance described in either Part II.A (Certification of Effective Internal Controls) or Part II.B (Qualified Certification) of the Appendix to this Agreement and must disclose any material failures that occurred during the certification period or during any prior period if the material failure was not disclosed as part of a prior certification or written disclosure made by WP to the IRS. If the responsible officer has identified an event of default or a material failure that has not been corrected as of the date of the certification, the responsible officer cannot make the certification in Part II.A (Certification of Effective Internal Controls) and must make the certification in Part II.B (Qualified Certification) of the Ap

pendix to this Agreement. All WPs must also complete Parts II.C through II.F of the Appendix to this Agreement. The certification of internal controls required by this section 8.03 applies only to the internal controls related to WP’s compliance with this Agreement and its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI and does not relate to any other obligations or requirements. In making the certification required by this section 8.03, the responsible officer may rely on, in addition to the results of the periodic review (if required), any reasonable procedures, processes, reviews, or certifications made by other persons that the responsible officer has determined are necessary in order to make the certification described in this section 8.03. If the responsible officer relies on an internal or external review for this purpose (i.e., for purposes of determining whether WP has effective internal controls), the internal or external reviewer must be independent, as described in section 8.04 of this Agreement. The responsible officer must document the procedures, processes, reviews, or certifications relied upon in making the certification. WP’s responsible officer (or the responsible officer of its Compliance Entity) must make the certifications of compliance in such manner as the IRS may prescribe. (A) Partnerships or Trusts to which WP Applies the Agency Option . Unless WP has received a waiver of the periodic review requirement, any partnership or trust to which WP applies the agency option must provide its documentation and other information to WP for inclusion in WP’s periodic review or conduct an independent periodic review and provide a written certification to WP regarding its compliance with the requirements of the agency agreement. Such certification must be available to the IRS upon a request made as part of the review described in section 8.08 of this Agreement (with a certified translation into English if the certification is not in English). (B) Material Failures. (1) Material Failures Defined. A material failure is generally a failure of WP to fulfill the requirements of this Agreement or its FATCA requirements as a partici

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pating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. For purposes of the certifications described in Parts II.A and II.B of the Appendix to this Agreement, a material failure is limited to the following: (i) WP’s establishing of, for financial statement purposes, a tax reserve or provision for a potential future tax liability related to WP’s failure to comply with this Agreement, including its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI; (ii) WP’s failure to establish written policies, procedures, or systems sufficient for the relevant personnel of WP to take actions consistent with WP’s obligations under this Agreement; (iii) A criminal or civil penalty or sanction imposed on WP by a regulator or other governmental authority or agency with oversight over WP’s compliance with the AML/KYC procedures, if applicable, to which WP is subject and that is imposed due to WP’s failure to properly identify partners under the requirements of those procedures; or (iv) A finding (including a finding noted in the reviewer’s periodic review report described in section 8.06 of this Agreement) that, for one or more years covered by this Agreement, WP failed to— (a) Withhold an amount that WP was required to withhold under chapter 3 or 4 as required under section 3 of this Agreement; (b) Make deposits in the time and manner required by section 3.05 of this Agreement or make adequate deposits to satisfy its withholding obligations, taking into account the procedures under section 7 of this Agreement; or (c) Report accurately on Forms 1042, 1042–S, 8966 (or similar report of U.S. reportable accounts as required under a Model 1 IGA), 1065 and Schedules K–1 as required under section 6 of this Agreement. (2) Limitations on Material Failures . A failure described in section 8.03(B)(1)(iv) of this Agreement is a material failure only if the failure was the result of a deliberate action on the part of one or more employees or partners of WP to avoid the requirements of this Agreement or WP’s FATCA requirements as a par

ticipating FFI, registered deemedcompliant FFI, or registered deemedcompliant Model 1 IGA FFI with respect to one or more partners of WP, or was an error attributable to a failure of WP to establish or implement internal controls necessary for WP to meet the requirements of this Agreement. Regardless of these limitations for the certifications described in sections 8.03(A) and (B) of this Agreement, WP is required to correct a failure to withhold or deposit tax under section 3 of this Agreement or to report under section 6 of this Agreement. (C) Certification Period and Certification Due Date. (1) Certification Due Date. For a WP that uses the last year of the certification period for its periodic review, the certification is due on or before December 31 of the calendar year following the end of the certification period. For a WP that uses a year other than the last year of the certification period for its periodic review, and a WP that obtains a waiver of the periodic review requirement, the certification is due on or before July 1 of the year following the certification period. (2) Certification Period . The initial certification period is the period beginning on the effective date of the WP agreement and ending on the third full calendar year that this Agreement is in effect (including renewals of this Agreement). Subsequent certification periods will be every three calendar years following the initial certification period (including renewals of this Agreement). (3) FATCA Certifications . The certification period described in section 8.03(C)(2) of this Agreement may not be the same as the certification period (if any) applicable to WP’s FATCA requirements as a participating FFI or registered deemedcompliant FFI. WP is required to make the certification required under its FATCA requirements as a participating FFI or registered deemed-compliant FFI at the time and in the manner specified in such requirements. Sec. 8.04. Periodic Review Absent Waiver. Unless WP receives a waiver (the requirements of which are described in section 8.07(B) of this Agreement), at the time WP provides the certification described in section 8.03 of this Agreement, WP must

also provide certain factual information regarding its partners, withholdable payments, and amounts subject to chapter 3 withholding, based on the results of a periodic review. The factual information requested is included in the Appendix to this Agreement. (A) Independent Reviewer . The periodic review may be performed by an internal reviewer (such as an internal auditor) that is an employee of WP or the general partner of WP, including an employee of the Compliance Entity in the case of a consolidated compliance program (internal reviewer), or a certified public accountant, attorney, or third-party consultant (external reviewer), or any combination thereof. (1) Internal Reviewer . WP may designate an internal reviewer to perform the periodic review (or a portion of the periodic review) only when the internal reviewer is competent with respect to the requirements of this Agreement. The internal reviewer must also be able to report findings that reflect the independent judgment of the reviewer. The internal reviewer must not be reviewing its own work, procedures, or results (e.g., the internal reviewer reviewing WP’s documentation cannot be part of the team primarily responsible for collecting and validating documentation). The results of the periodic review and the internal reviewer’s reporting of such results to the responsible officer cannot influence or affect the compensation, bonus, employment status, or employee review of the internal reviewer. The IRS has the right to request the performance of the periodic review by an alternative reviewer if the IRS, in its sole discretion, reasonably believes that the reviewer selected by WP was not independent, as described in this Agreement, or did not perform an effective periodic review under this Agreement. In the case of a consolidated compliance program, the Compliance Entity of a consolidated compliance program of which WP is a member (if WP is approved by the IRS) may designate an internal reviewer to perform the consolidated periodic review (or a portion of the consolidated periodic review). See sections 8.02(B) and (C) of this Agreement. The internal reviewer of the Compliance Entity must meet the requirements of this section with respect to each WP that is a

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member of the consolidated compliance program. (2) External Reviewer . WP may engage an external reviewer that is a certified public accountant, attorney, or third-party consultant that is regularly engaged in the practice of performing reviews of clients’ policies, procedures, and processes for complying with accounting, tax, or regulatory requirements (including for assisting clients in determining such compliance). The external reviewer cannot be reviewing systems, policies, or procedures or the results thereof that it (or the firm with which it is affiliated) was involved in designing, implementing, or maintaining. The external reviewer must be in good standing with and comply with any applicable professional standards for maintaining its license as an accountant or attorney (or other third-party consultant that has similar professional standards or requirements). The external reviewer is not required to make an attestation or render an opinion regarding WP’s compliance with this Agreement or WP’s compliance with its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI, but the reviewer must be able to perform the periodic review as specified in section 8.05 of this Agreement. WP must permit the external reviewer access to all relevant records of WP for purposes of performing the review, including information regarding specific partners. Additionally, the engagement between the external reviewer and WP must impose no restrictions on WP’s ability to provide the results of the review to the IRS. However, the external reviewer is not required to divulge the identity of WP’s foreign partners to the IRS, except as otherwise required under WP’s FATCA requirements as a participating FFI, registered deemedcompliant FFI, or registered deemedcompliant Model 1 IGA FFI. WP must permit the IRS to communicate directly with the external reviewer and any legal prohibitions that prevent the IRS from communicating directly with the reviewer must be waived. Sec. 8.05. Scope and Timing of Review. The responsible officer of WP (or the Compliance Entity if WP is a member of a consolidated compliance program) must require the reviewer to review WP’s doc

umentation, withholding, reporting, and other obligations under this Agreement and WP’s FATCA requirements as a participating FFI, registered deemedcompliant FFI, or registered deemedcompliant Model 1 IGA FFI, and identify deficiencies in meeting these obligations. To the extent WP applies the joint account option with respect to another partnership or trust as described in section 9.01 of this Agreement or acts as a withholding foreign partnership for any indirect partners as described in section 9.03 of this Agreement, the review must include such indirect partners, beneficiaries, or owners in addition to WP’s direct partners. In addition, if WP applies the agency option to a partnership or trust as described in section 9.02 of this Agreement, the review must include the partners, beneficiaries, or owners of such partnership or trust unless the partnership or trust conducts its own review in accordance with this section 8 of this Agreement and provides the responsible officer of WP with the report documenting the results of such review as described in section 8.06 of this Agreement. Unless otherwise approved by the IRS, the review must include the steps described in sections 8.05(A) through (D) of this Agreement. WP is required to arrange for the performance of one review for the certification period to evaluate WP’s documentation, withholding, and reporting practices. The review may be conducted for any calendar year covered by the certification period. WP may conduct a review for a particular calendar year if, on the due date for reporting the factual information relating to the periodic review (provided in section 8.04 of this Agreement), there are 15 or more months available on the period for assessment under section 6501(a) of the calendar year for which the review is to be conducted or the WP submits, upon request, a Form 872, Consent to Extend the Time to Assess Tax, that will satisfy the 15-month requirement. The Form 872 must be submitted to the IRS at the address provided in section 11.06 of this Agreement. If WP has more than 60 partners for which WP acts for the year of the periodic review, WP’s reviewer may use statistical sampling procedures by applying the principles set forth in Appendix II of the QI Agreement in Revenue Procedure 2017–

15, 2017–03 I.R.B. 437 for the periodic review. If the reviewer determines that underwithholding has occurred, WP shall pay any amount determined and report both the underwithholding determined by the review and any amount of underwithholding that was cured following the review by obtaining the documentation required to support reduced withholding by WP (without regard to projection if statistical sampling is used for the review). WP must also notify the IRS Foreign Intermediaries Program at the address provided in section 11.06 of this Agreement of the underwithholding discovered as a result of the review within 30 days of the completion of the review. (A) Documentation . The reviewer must— (1) Review information contained in documentation obtained for WP’s partners and any correspondence or memoranda associated with the partners (the partners’ files) to ensure that WP obtained documentation that meets the requirements described in section 4 of this Agreement (including the treaty statements and limitation on benefits information required by section 4.03(B) of this Agreement for partners making treaty claims); (2) Review information contained in the partners’ files to determine if the documentation validity standards of section 4.10 of this Agreement have been met. For example, the reviewer must verify that WP is withholding at the correct rate after any change in circumstances (e.g., a change of address to a U.S. address or change of account holder status from foreign to U.S. or a change in chapter 4 status from participating FFI to nonparticipating FFI); and (3) Review WP’s partners’ files to ensure that WP is obtaining, reviewing, and maintaining documentation in accordance with its FATCA requirements as a participating FFI, registered deemed-compliant FFI, or registered deemed-compliant Model 1 IGA FFI. (B) Withholding Responsibilities . The reviewer must— (1) Perform test checks of WP’s direct partners that are recalcitrant account holders (if applicable) and nonparticipating FFIs to verify that WP is withholding as required under chapter 4; (2) Perform test checks of foreign partners

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for which no withholding is required under chapter 4 based on the partner’s chapter 4 status to verify that WP withheld the proper amounts; and (3) Verify that amounts withheld by WP were timely deposited in accordance with section 3.05 of this Agreement. (C) Return Filing and Information Re- porting . The reviewer must— (1) Obtain copies of original and amended Forms 1042, and any schedules, statements, or attachments required to be filed with those forms, and verify that the forms have been filed and determine whether the amounts of income, taxes, and other information reported on those forms are accurate by— (i) Reviewing copies of Forms 1042–S received from withholding agents for reconciling amounts received by WP with the amounts distributed to, or included in the distributive share of, WP’s partners; (ii) Reviewing account statements and correspondence from withholding agents; (iii) Determining that adjustments to the amount of tax shown on Form 1042 (and any claim by WP for refund or credit) properly reflect the adjustments to withholding made by WP using the reimbursement or set-off procedures under section 7 of this Agreement and that the adjustments are supported by sufficient documentation; (iv) Reconciling amounts shown on Forms 1042 with amounts shown on Form 1042–S (including the amount of taxes reported as withheld); and (v) In the case of collective credits or refunds, reviewing the statements attached to the amended Forms 1042 filed to claim a collective credit or refund, determine whether those forms are accurate, and— (a) Determining the causes of any overwithholding reported and ensure WP did not issue Forms 1042–S to partners that were included as part of its collective credit or refund claim; (b) Determining that WP repaid the appropriate partners and that the amount of the claim is accurate and supported by adequate documentation for reducing the rate of withholding; and (c ) Determining that WP did not include payments made to a partner described in section 7.02(A) of this Agreement or a partnership or trust described in section 9.01 of this Agreement.

(2) Obtain copies of original and amended Forms 1042–S, 1065, Schedules K–1, and 1120–F (if applicable) filed by WP together with the work papers used to prepare those forms and determine whether the amounts reported on those forms are accurate by— (i) Reviewing the Forms 1042–S received from withholding agents; (ii) Reviewing the Form 1065, if required, and if no Form 1065 was required to be filed, determining whether the exemption from filing was properly applied; (iii) Reviewing Schedules K–1 or income statements issued by WP to partners, if any; (iv) Reviewing Form 1120–F (if applicable);

(v) Reconciling any payments and tax reported on Forms 1042–S received from withholding agents with amounts (including characterization of income) and taxes reported by WP as withheld on Forms 1042–S and determining the reason(s) for any variance; and (vi) Determining, in any case in which WP utilized the reimbursement or set-off procedure, that WP satisfied the requirements of section 7 of this Agreement and that the adjusted amounts of tax withheld are properly reflected on Forms 1042–S. (3) Obtain copies of original and amended Forms 8966 (or, if WP is a reporting Model 1 FFI, any analogous forms used for reporting account information pursuant to an applicable Model 1 IGA), and determine whether the amounts of income and other information reported on Forms 8966 are accurate by— (i) Reviewing U.S. accounts (or U.S. reportable accounts), accounts held by nonparticipating FFIs, and recalcitrant account holders to determine that such accounts were reported in accordance with WP’s FATCA requirements as a participating FFI, registered deemedcompliant FFI, or registered deemedcompliant Model 1 IGA FFI; (ii) If WP is an NFFE, confirming that any direct partners that are passive NFFEs with one or more substantial U.S. owners were reported in accordance with § 1.1472– 1(c)(3); (iii) Confirming with respect to any passthrough partner that provides information regarding an account holder (or interest holder) that is an NFFE (other than an

excepted NFFE) with one or more substantial U.S. owners that such substantial U.S. owners were reported to the extent required under section 6.05(C) of this Agreement; (iv) Reviewing the documentation provided by a partnership or trust to which WP applied the agency option, confirming that WP reported on Form 8966 (or, if WP is a reporting Model 1 FFI, any analogous forms used for reporting account information pursuant to an applicable Model 1 IGA) to the extent required under section 9 of this Agreement; and (v) Reviewing work papers used to prepare these forms. (4) If WP is a foreign reverse hybrid entity, obtain the Reconciliation Statement described in section 6.03(C)(3) of this Agreement and determine whether the amounts shown on the statement are accurate by— (i) Comparing the total amount of nonECI U.S. source FDAP income shown on the Reconciliation Statement to the total amount of non-ECI U.S. source FDAP income reported on Forms 1042–S received from withholding agents; and (ii) Comparing the allocations of non-ECI U.S. source FDAP income to each partner on the Reconciliation Statement to the allocations of income and loss generally to each such partner under WP’s partnership agreement. (5) If WP is a foreign reverse hybrid entity, obtain copies of the PFIC Annual Information Statements issued to each U.S. person that is a shareholder (as defined in § 1.1295–1(j)) and determine whether the amounts shown on the statements are accurate by reviewing WP’s books of account, records, and such other documents maintained by WP to establish that WP’s ordinary earnings and net capital gain are computed in accordance with U.S. income tax principles, and to verify these amounts and each shareholder’s pro rata shares thereof. (D) Significant Change in Circumstances. The reviewer must verify that in the course of the review it has not discovered any significant change in circumstances, as described in section 10.04(A), (D), or (E) of this Agreement. Sec. 8.06. Periodic Review Report. (A) In General . The results of the periodic review must be documented in a written

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report addressed to the responsible officer of WP (or the responsible officer of the Compliance Entity) and must be available to the IRS upon request (with a certified translation into English if the report is not in English). The report must describe the scope of the review and the actions performed to satisfy each requirement of section 8.05(A) through (D). The report may include explanatory footnotes to clarify the results of the report. Recommendations may be included but are not required to be provided in the report. The periodic review report should form the basis for the factual information provided by WP that is set forth in the Appendix to this Agreement. In addition to the findings of section 8.05 of this Agreement, the periodic review report must also include details regarding the documentation and tax deposit and payment failures identified by the reviewer but then cured before the periodic review report is finalized. While the curing of inadequate documentation is permissible, the factual information reported (as set forth in the Appendix to this Agreement) should report the results of the review as it was performed and should not reflect the results after curing. Any curing process should not delay certification of internal controls or factual information required in the Appendix to this Agreement. To the extent necessary, the periodic review report should include the dates on (or time period during) which curative documentation was received for partners with respect to which the reviewer determined that underwithholding had occurred, the number of partners for which curative documentation was obtained, and a revised calculation of the underwithholding. (B) Partnership or Trust to which WP Applies the Agency Option . Any partnership or trust to which WP applies the agency option and that does not provide documentation and other information to WP for inclusion in WP’s periodic review described in section 8.04 of this Agreement must conduct an independent periodic review in accordance with the compliance procedures described in section 8.05 of this Agreement. The performance results of the periodic review must be documented in a written report addressed to the responsible officer of WP and must

be available to the IRS upon request (with a certified translation into English if the certification is not in English). (C) Retention of Report and Certifica- tions. The report and certifications described in this section 8.06 must be retained by WP (or the Compliance Entity of a consolidated compliance group) for as long as this Agreement is in effect (including renewals of this Agreement). Sec. 8.07. Waiver of Periodic Review Requirement. (A) In General. A WP that is an FFI that meets the requirements of section 8.07(B) of this Agreement may apply for a waiver of the periodic review requirement. The waiver application is set forth in Part III of the Appendix to this Agreement. WP must include the information of any partnership or trust to which WP applies the agency option in its waiver application. WP must request a waiver under this section 8.07 at the time the responsible officer makes the certification described in section 8.03 of this Agreement. WP’s request for such a waiver must be approved by the IRS, and waiver requests are not approved automatically. If WP’s request for a waiver is approved, such approval is only to waive WP’s obligations under sections 8.04 and 8.05 of this Agreement, and WP is still required to make the certification described in section 8.03 of this Agreement. The waiver does not preclude the IRS from requesting information or conducting a correspondence review as described in section 8.08 of this Agreement. WP must apply for a waiver for each certification period for which a waiver is requested. (B) Eligibility. WP is eligible to apply for a waiver of the periodic review requirement if it meets the following requirements— (1) WP must be an FFI; (2) WP cannot be part of a consolidated compliance program; (3) For each calendar year covered by the certification period, the reportable amounts received by WP cannot exceed $1 million; (4) WP must have timely filed its Forms 1042, 1042–S, and 8966 (or the reporting required under an applicable IGA), 1065, and Schedule K–1, as applicable, for all years (fiscal or calendar) in the certification period;

(5) WP must have made all periodic certifications and reviews required by sections 8.02 and 8.03 of this Agreement for each certification period, as well as any certifications required pursuant to WP’s FATCA requirements as a participating FFI or registered deemed-compliant FFI; and (6) WP must make the certification of effective internal controls described in Part II.A of the Appendix to this Agreement for the certification period for which WP is applying for a waiver of the periodic review. (C) Documentation Required with Waiver Application . When applying for a waiver under this section 8.07, WP must include the information described in Part III.B of the Appendix to this Agreement using the most recent calendar year in the certification period for which filing is due and reporting such results without any curing or remediation. (D) Approval. If WP’s request for a waiver of the periodic review requirement is approved, the IRS will notify WP. If WP requests a waiver but such request is not approved, WP will be granted a six month extension from the date of denial of the waiver to complete the periodic review under sections 8.04 and 8.05 of this Agreement. Such extension will not be granted if WP has made the request for waiver in bad faith. Sec. 8.08. IRS Review. (A) In General . Based upon the certifications made by the responsible officer and disclosure of material failures, the information reported on Forms 1042, 1042–S, 1065, and 8966 and Schedules K–1 filed with the IRS during the certification period, or otherwise at the IRS’s discretion for compliance purposes, the IRS may initiate requests of WP under this section 8.08. The IRS may request remediation or the conduct of a limited periodic review earlier than the time period provided in this section if, based on the information described above, the IRS identifies, in its discretion, a presence of factors indicating systemic or significant compliance failures by WP. The IRS may also request that WP designate a replacement responsible officer if WP’s responsible officer has not complied with its responsibilities (including responding to requests by the IRS for additional information) or the IRS

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has information that indicates the responsible officer may not be relied upon to comply with its responsibilities. (B) Periodic Review Report. The IRS may request, through written correspondence to the responsible officer of WP or the Compliance Entity, a copy of the results of WP’s periodic review for any prior certification period or the periodic review report of any partnership or trust with which WP has an agency agreement during the current certification period (with a certified translation into English if the report is not in English). WP is required to provide the results within 30 calendar days of such request. (C) Correspondence Review. The IRS may, in its discretion, conduct additional fact finding through a correspondence review. In such a review, the IRS will contact the responsible officer of WP (or the Compliance Entity of a consolidated compliance program) in writing and request information about WP’s compliance with this Agreement or the compliance of a partnership or trust to which WP applied the agency option, including, for example, information about documentation, withholding, or reporting processes, its periodic review, and information about any material failures that were disclosed to the IRS (including remediation plans). The IRS may request phone or video interviews with relevant personnel of WP (or the Compliance Entity of a consolidated compliance program) or a partnership or trust to which WP applied the agency option as part of such review. WP is required to respond within a reasonable period of time to any such requests. (D) Additional Review Procedures. In limited circumstances, the IRS may direct WP (or the Compliance Entity of a consolidated compliance program) or any partnership or trust described in section 9.02 of this Agreement to which WP applies the agency option to perform additional, specified review procedures. The IRS reserves the right to require WP (or the Compliance Entity of a consolidated compliance program) or a partnership or trust to which WP applied the agency option to engage an external reviewer to perform the additional review procedures regardless of whether such reviewer performed the periodic review. The IRS will provide the responsible officer of WP with

a written plan describing the additional review procedures and will provide a period of not more than 120 days within which the WP must provide to the IRS a report covering the reviewer’s findings.