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                                     Certificate of Partner-Level Items to Reduce
Form  8804-C
                                                            Section 1446 Withholding
(Rev. March 2009)                                                                                                              OMB No. 1545-1934
                                                   Partnership’s tax year for which the certificate is submitted
Department  of the Treasury           beginning                           , 20           , and ending            , 20           
Internal Revenue Service                                                 See separate instructions.               
                                                                          
 Part I       General Information
A   If this is the first certificate submitted for this or any prior tax year, check here       .
  B If a certificate was submitted for a prior tax year, enter that tax year here                
  C If the partner is submitting an updated certificate, check here            .Also, complete Part I, line 5.
                                                           Section A—Partner         Information
Foreign partner’s name                                                                     Taxpayer identification number Date of certification
                                                                                                                           
Number, street, and room or suite no. If a P.O. box, see instructions.
 
City, state, and ZIP code. If a foreign address, see instructions.
 
                                                        Section B—Partnership Information
Partnership’s name                                                                                                   Employer identification number
                                                                                                                      
Number, street, and room or suite no. If a P.O. box, see instructions.
 
City, state, and ZIP code. If a foreign address, see instructions.
 
                                                        Section C—Partner Representations
The partner makes the following representations: 
 11a   This certificate is not being submitted to a publicly traded partnership.
    b  This certificate is not being submitted by a partnership, estate, trust (other than certain grantor trusts described in the
       instructions), or beneficiary thereof.
 2a      I acknowledge that submitting this certificate does not relieve me of my obligation to file my income tax return and pay income 
       tax nor my obligation to make any estimated tax payments under section 6654 or 6655. I will make all estimated tax payments 
       required under section 6654 or 6655.
    b    I acknowledge that the receipt of this certificate by the IRS does not constitute acceptance of the amount or character of any 
       item of deduction or loss submitted as part of this certificate.
    c    I have provided valid documentation to the partnership to which this certificate is being submitted in accordance with
       Regulations section 1.1446-1.
 3a      If this year is the first tax year for which I am submitting a certificate to any partnership (regardless of whether I was a partner 
       in the partnership to which I am submitting this certificate or any other partnership during each of these years):
       (i) My U.S. federal income tax return for the immediately preceding tax year has been (or will be) timely filed (including extensions 
       I obtained);
       (ii) The U.S. federal income tax returns for the second and third preceding tax years were filed by the earlier of:
         (1) The date that is 1 year after the due date set forth in section 6072(c) for filing such return, not including any extensions 
       of time to file; or 
         (2) The date on which this certificate is submitted to the partnership;
       (iii) All amounts due with each return (including interest, penalties, and additions to tax, if any) were (or will be) paid on or
       before these dates.
    b    If this year is not the first tax year for which I am submitting a certificate to any partnership: 
       (i) I met the requirements on line 3a for the first tax year for which I submitted a certificate to any partnership; 
       (ii) I timely filed (including extensions I obtained) a U.S. federal income tax return for the first year I submitted a certificate to 
       any partnership; 
       (iii) I have (or will have) timely filed (including extensions I obtained) a U.S. federal income tax return for each tax year since
       the first tax year for which I submitted a certificate to any partnership (regardless of whether I was a partner in any partnership 
       during each of those years); and 
       (iv) I have (or will have) timely paid all amounts due with those returns.
    c    I will timely file my U.S. federal income tax return for the current tax year and timely pay all amounts due with that return.
 4a      As of the time of submission of this certificate, I had not filed the following U.S. federal income tax return:
         Form                                  Tax year ended                                         Filing due date
    b  I will comply     with the provisions of Regulations section       1.1446-6(c)(2)(ii)(B) for providing an updated  certificate or status update 
       with respect to the filing of any such return. See instructions for additional information.
For Paperwork      Reduction Act Notice, see separate instructions.                         Cat. No. 37731M               Form 8804-C    (Rev. 3-2009)

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Form 8804-C (Rev. 3-2009) Page 2

Section D—Updated Certificates
An updated certificate is required when the facts or representations made in the original certificate have changed or a status
report is required. If you did not check the box on line C in Part I and are not submitting an updated certificate, skip this Section
D and go to Part II.

5 Check the applicable box(es) to indicate the reason(s) for filing an updated certificate:
a The certificate I submitted to the partnership for this tax year listed a prior tax year U.S. federal income tax return that I had not yet
filed. I have now filed this tax return and am submitting this updated certificate to inform the partnership that the return has been filed.
This updated certificate must be submitted within 10 days of the return’s filing. Note: Complete Part I, line 4a and substitute the date
filed for the filing due date.

b The certificate I submitted to the partnership for this tax year listed a prior tax year U.S. federal income tax return that I had not yet
filed. I am submitting this updated certificate to the partnership prior to its final installment due date of 1446 tax (see instructions) to
inform the partnership that such tax return remains unfiled, but will be timely filed. Also, I am hereby informing the partnership that the
first certificate submitted can continue to be considered by the partnership. Note: Complete Part I, line 4a and include any extension
of time in the filing due date.
c The certificate I submitted to the partnership for this tax year listed a prior tax year U.S. federal income tax return that I had not yet
filed. I am submitting this updated certificate to the partnership prior to its final installment due date of 1446 tax (see instructions) to
inform the partnership that such tax return remains unfiled. Also, I am hereby informing the partnership that the first certificate
submitted can no longer be considered by the partnership. Note: Complete Part I, line 4a and include any extension of time in the
filing due date.

d The amount or character of the deductions and losses listed on the most recent certificate I submitted to the partnership has changed
and I am informing the partnership of those changes. This updated certificate must be submitted within 10 days of making that
determination. Note: Complete all three columns of Part II, line 7.
e I previously certified to the partnership that, for this tax year, my investment in the partnership was my only activity giving rise to
effectively connected income, gain, loss, or deduction. I am informing the partnership that this certification is no longer accurate.
Note: This updated certificate must be submitted within 10 days of this change.
f Other information on the most recent certificate I submitted is incorrect. I am providing the corrected information on this updated
certificate and I am attaching a statement identifying the information being corrected.
Part II Certifications of Deductions and Losses Under Regulations section 1.1446-6(c)(1)(i)

Complete Part II to certify the deductions and losses for the tax year that you reasonably expect to be available to reduce your U.S.
federal income tax liability on your allocable share of effectively connected income or gain from the partnership (see instructions).

Note: If Part III is applicable, it is not necessary to complete Part II. However, under some circumstances, it may be advisable to
complete both Part II and Part III. See instructions.

Whereas the partner has completed all of the applicable information requested in Part I of this form, which is incorporated into this
certification by reference, the partner represents:

6 The deductions and losses set forth in this certificate are described in Regulations section 1.1446-6(c)(1)(i).
7 All of the deductions and losses set forth in this certificate are (or will be) reflected on my U.S. federal income tax returns for a tax year ending
prior to the installment due date or the close of the partnership tax year for which this certificate will be considered.

8 The deductions and losses described in Regulations All filers must complete column (a).
section 1.1446-6(c)(1)(i) that meet the requirements of
line 7 that I reasonably expect to be available to reduce Complete columns (b) and (c) if filing an updated certificate.
my U.S. federal income tax liability on my allocable (a) Amount on First or (b) Net Change– (c) Updated Certificate
share of effectively connected income or gain from the Previously Superseded Amount of Increase or Amount
partnership for this tax year are: Certificate (Decrease)
a Net operating loss carryover 8a
b Capital losses. Attach a statement that indicates type and
amount 8b
c Losses suspended under section 704(d) that are
attributable to the partnership to which this certificate is
being submitted 8c

d Suspended passive activity losses that meet the
requirements of Regulations section 1.1446-6(c)(1)(i)(D).
Attach a statement identifying the partnership activity to
which the loss relates 8d
e Suspended at-risk losses that meet the requirements of

Regulations section 1.1446-6(c)(1)(i)(D). Attach a statement
identifying the partnership activity to which the loss relates 8e

f Other ordinary deductions and losses described in Regulations
section 1.1446-6(c)(1)(i) that are subject to partner level limitation
Form 8804-C (Rev. 3-2009)
or warrant special consideration. Attach a statement that indicates
type, amount, and limitations 8f

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 Form 8804-C (Rev. 3-2009)                                                                                                       Page      3
                                                                                                                                            
 9 I have not used (and will not use) any of the deductions and losses set forth in this certificate to reduce installment tax
   obligations under section 6654 or 6655 on income, other than my allocable share of income from the partnership to which
   this certificate is provided.
10  The amounts of deductions and losses set forth in this Form 8804-C have not been certified to another partnership for the same 
   tax year for the purpose of reducing that other partnership’s withholding under section 1446.
11  The deductions and losses set forth in this certificate have not been disallowed by the IRS as part of a proposed adjustment 
   described in Regulations section 601.103(b) or 601.105(b).
 Part III   Certification Under Regulations section 1.1446-6(c)(1)(ii)
Complete Part III to certify that your investment in the partnership is (and will be) your only activity that will give rise to effectively
connected items for the tax year (see instructions).
 
Whereas the partner has provided all of the applicable information requested in Part I of this form, which is incorporated into this
certification by reference, the partner represents:
 
12 If the only activity that gives rise to effectively connected income, gain, deduction, or loss during the partner’s tax year is (and 
   will be) the partner’s investment in the partnership, check here 
                                                                         
 Part IV    Disclosure Consent and Signature
Consent  is hereby given to disclosures of return and return information by the Internal Revenue Service pertaining to the validity
of this certificate to the partnership or other withholding agent to which this certificate is submitted for the purpose of administering 
section 1446.
  Under penalties of perjury, I declare that I have examined this certification, including accompanying schedules and statements, and 
to the best of my knowledge and belief, it is true, correct, and complete.
 
                                                                         Title                                Date
                                                                                                               
Sign 
Here         Signature of partner or authorized representative
             If signed by an authorized representative, a copy of the power of attorney must be attached.
              
                                                                                                              Form      8804-C  (Rev. 3-2009)

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