(d) being or having been a 10-percent
shareholder of the Company as defined in section 871(h)(3) of the United States Internal Revenue Code of 1986, as amended (the Code), or any successor provision; or
(e) being a bank receiving payments on an extension of credit made pursuant to a loan agreement entered into in the ordinary course of its
trade or business;
(2) to any Securityholder that is not the sole beneficial owner of the Securities, or a portion of the Securities, or
that is a fiduciary, partnership or limited liability company, but only to the extent that a beneficial owner with respect to the Securityholder, a beneficiary or settlor with respect to the fiduciary, or a beneficial owner or member of the
partnership or limited liability company would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment;
(3) to any tax, assessment or other governmental charge that would not have been imposed but for the failure of the Securityholder or any
other person to comply with certification, identification or information reporting requirements concerning the nationality, residence, identity or connection with the United States of the Securityholder or beneficial owner of the Securities, if
compliance is required by statute, by regulation of the United States or any taxing authority therein or by an applicable income tax treaty to which the United States is a party as a precondition to exemption from such tax, assessment or other
governmental charge;
(4) to any tax, assessment or other governmental charge that is imposed otherwise than by withholding by the Company
or a Paying Agent from the payment;
(5) to any tax, assessment or other governmental charge that would not have been imposed but for a
change in law, regulation, or administrative or judicial interpretation that becomes effective more than 15 days after the payment becomes due or is duly provided for, whichever occurs later;
(6) to any estate, inheritance, gift, sales, excise, transfer, wealth, capital gains or personal property tax or similar tax, assessment or
other governmental charge;
(7) to any tax, assessment or other governmental charge required to be withheld by any Paying Agent from any
payment of principal of or interest on any note, if such payment can be made without such withholding by at least one other Paying Agent;
(8) to any tax, assessment or other governmental charge that would not have been imposed but for the presentation by the Securityholder, where
presentation is required, for payment on a date more than 30 days after the date on which payment became due and payable or the date on which payment thereof is duly provided for, whichever occurs later;
(9) to any tax, assessment or other governmental charge that would not have been imposed or withheld but for the beneficial owner being a bank
(i) purchasing the Securities in the ordinary course of its lending business or (ii) that is neither (A) buying the Securities for investment purposes only nor (B) buying the Securities for resale to a third-party that either is
not a bank or holding the notes for investment purposes only;
A-7