Tax withholding and USRPHC rules for KUE limited partnership investors

distributions such Pariner would otherwise be entitled fo. If KUE is required to withhold on amounts in excess of cash distributions, Partners shall be required to contribute to KUE cash in an amount by which such required withholding exceeds any such distributions. Gain on Sale. A Limited Partner that is a non-U.S. Person will be subject to U.S. federal income tax upon the sale or exchange of its Common LP Units to the extent that such Limited Partner recognizes gain Upon such sale or exchange and such gain is effectively connected with a U.S. trade or business. U.S. Real Property Holding Corporation. lf a direct U.S. subsidiary of KUE is or were to become a "United States Real Property Holding Corporation," or "USRPHC" (as defined below), certain disposition of Common LP Units by a Limited Partner that is a non-U.S. Person would result in such Limited Partner being subject to U.S. federal income tax in respect of the portion of the gain recognized on such disposition that is attributable to such subsidiary. in addition, if a direct U.S. subsidiary of KUE is or were to become a USRPHC, certain dispositions of such subsidiary by KUE would result in Limited Partners who are non-U.S. Persons being subject to U.S. federal income tax in respect of their allocable share of the gain recognized by KUE on such disposition. Generally, a corporation is a USRPHC if the fair market value of its "U.S. real property interests" equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. KUE believes that each of its direct U.S. subsidiaries is not currently a USRPHC for U.S. federal income tax purposes. However, no assurances can be given in this regard. Furthermore, it is possible that in the future one of KUE’s subsidiaries may become a USRPHC if, for example, the value of the U.S. real estate holdings of such subsidiary increases sufficiently. Limited Partners that are non-U.S. Parsons are urged to consult their tax advisors regarding the potential application of the USRPHC rules to their investment in KUE. Administrative Matters Backup Withholding. For each calendar year, KUE will report to its U.S. Partners and to the Internal Revenue Service the amount of distributions that it pays, and the amount of tax (if any) that it withholds on these distributions. Under the backup withholding rules, a U.S. Limited Partner may be subject to backup withholding tax with respect to distributions uniess a Limited Partner: (i) is a corporation or comes within another exempt category and demonstrates this fact when required or (ii} provides a taxpayer identification number, certifies as to no loss of exemption from backup withholding tax and otherwise complies with the applicable requirements of the backup withholding tax rules. Exempt Limited Partners who are U.S. Persons should indicate their exempt status on a properly completed IRS Form W-8BEN. Backup withholding is not an additional tax, the amount of any backup withholding from a payment to a Limited Partner will be allowed as a credit against such Limited Partner's U.S. federal income tax liability. Nominee Reporting. Persons who hold an interest in KUE as a nominee for another Person are required to furnish to KUE: (a) the name, address, and taxpayer identification number of the beneficial owner and the nominee, (b) whether the beneficial owner is: (4} a person thatis nota U.S. Person, (2) a foreign government, an international organization, or any wholly-owned agency or instrumentality of either of the foregcing, or (3) a tax-exempt entity; (c) the amount and description of the Limited Partner Units held, acquired, or transferred for the beneficial owner, and 144 HOUSE_OVERSIGHT_024577