EFTA01450141

DRAFT (b) In respect of all Transactions other than those described in subsection (a) above, it is fully eligible for the benefits of the "Business Profits" or industrial and Commercial Profits" provision, as the case may bc, the "Interest" provision. "Dividends" provision or the "Other Income" provision (if any) of the Specified Treaty with respect to any payment described in such provision and received or to be received by it in connection with this Agreement and no such payment is attributable to a trade or business carried on by it through a permanent establishment in the Specified Jurisdiction. "Specifies! Treaty's means the income tax treaty, if any, between Germany and the jurisdiction from which Party 13 is making payment. "Specified Juritthdion" means the jurisdiction from which Party 13 is making payment. (4) In respect of all Transactions where payments made by Party B to Party A arc subject to United States Dividend Equivalent Tax, other than payments made to Party A's New York branch or payments made with respect to Transactions entered into by Party A's London branch acting through Deutsche Bank Securities Inc. or Deutsche Bank AG, New York branch, it is full• eligible for the benefits of the Business Profits" or industrial and Commercial Profits" provision, as the case may be, the "Interest" provision, "Dividends" provision or the "Other Income" provision of the Income Tax Convention between the United States and Germany with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement. (b) Payee Tax Representations. For purposes of Section 3(t) of this Agreement, Party B makes the tbllowing representations: (4)--ht—fel04100-te-Deffen-Yr-lodylie-seting-its-trestee-for-en4-on-behalf-olL-The-Hibie4COSI-0M4 Southern-F-Inaneia4-14.7G-iatd-Southem-Thistreompart e+ under-thisareementr or it in a Ioufpomtion;partnerthip treat other ), organized under the State-ef.-Terinessee;-aod-it.s-taxpayer-identifiestion-itiirober-is-l—F Or (I) In relation to Southern Financial 1.1..0 and Southern Trust Company Inc.: SEE. NOTE ABOVE conuorning-information-roportios-aod-baeloip--withliokling-ta,s,(40-organioed-under-the-taws-of iiittl-(C-I-treated-as-a-loorporaiion-parinenthipifitS1-other—l-fer-l fecteral ifideflle-tieeptifrosao-pw±niem-Feetheintl-er-to-bt-feeeived-hy-it-in-eatmeetiewArait-this-Agfeemeet. itroligoliviity-aonneutikl-veint-tho-oondoct-of-o-trad+or-btiaimiss-aoniltamod-in411044nited-Statair4 Please-esaitm-iiiriiieli-of-tho-aboi:e-reps-weold-hu-appropriett•-in-relation-to-Southern-F-inartaial-14,G. aod-Sountein4rust-Gompany-Iner (2) It is fully eligible for the benefits of the "Business Profits" or "Industrial and Commercial Profits" provision, as the case may be, the "Interest" provision, -Dividends" provision or the 'Other Income- provision (if any) of the Specified Treaty with respect to any payment described in such provisions and received or to be received by it in connection with this Agreement and no such 33 Confidential CONFIDENTIAL — PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0105668 CONFIDENTIAL SONY GM_00251852 EFTA01450141