WELLS FARGO & COMPANY 8-K


 


Exhibit 4.5


 


[Face
of Note]


 


Unless
this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.


 


	CUSIP NO. 95001HH87	FACE AMOUNT: $________







REGISTERED
NO. ___


 


WELLS
FARGO FINANCE LLC


 


MEDIUM-TERM
NOTE, SERIES A


 


Fully
and Unconditionally Guaranteed by Wells Fargo & Company


 


Principal
at Risk Securities Linked to the S&P 500® Index


 


WELLS
FARGO FINANCE LLC, a limited liability company duly organized and existing under the laws of the State of Delaware (hereinafter
called the “Company,” which term includes any successor corporation under and as defined in the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, an amount equal to the
Cash Settlement Amount (as defined below), in such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts, on the Stated Maturity Date. The “Stated Maturity Date”
shall be April 21, 2021. If the Determination Date (as defined below) is postponed, the Stated Maturity Date will be postponed
to the second Business Day (as defined below) after the Determination Date as postponed. This Security shall not bear any interest.


 


Any
payments on this Security at Maturity will be made against presentation of this Security at the office or agency of the Company
maintained for that purpose in the City of Minneapolis, Minnesota and at any other office or agency maintained by the Company
for such purpose.


 


“Face
Amount” shall mean, when used with respect to this Security, the amount set forth on the face of this Security as its
“Face Amount.”


 


Determination
of Cash Settlement Amount and Certain Definitions


 


The
“Cash Settlement Amount” of this Security will equal:


 


		•	if
                                         the Final Underlier Level is greater than or equal to the Cap Level, the Maximum Settlement
                                         Amount;



 






     


     


    

 


		•	if
                                         the Final Underlier Level is greater than the Initial Underlier Level but less than the
                                         Cap Level, the sum of (i) the Face Amount plus (ii) the product of (a) the
                                         Face Amount times (b) the Upside Participation Rate times (c) the Underlier
                                         Return;



 


		•	if
                                         the Final Underlier Level is equal to or less than the Initial Underlier Level but greater
                                         than or equal to the Buffer Level, the Face Amount; or



 


		•	if
                                         the Final Underlier Level is less than the Buffer Level, the sum of (i) the Face
                                         Amount plus (ii) the product of (a) the Buffer Rate times (b) the sum
                                         of the Underlier Return plus the Buffer Amount times (c) the Face Amount.



 


All
calculations with respect to the Cash Settlement Amount will be rounded to the nearest one hundred-thousandth, with five one-millionths
rounded upward (e.g., 0.000005 would be rounded to 0.00001); and the Cash Settlement Amount will be rounded to the nearest
cent, with one-half cent rounded upward.


 


The
“Underlier” shall mean the S&P 500® Index.


 


The
“Trade Date” shall mean March 18, 2020.


 


The
“Initial Underlier Level” is 2,398.10, the Closing Level of the Underlier on the Trade Date.


 


The
“Closing Level” of the Underlier on any Trading Day means the official closing level of the Underlier reported
by the Underlier Sponsor on such Trading Day, as obtained by the Calculation Agent on such Trading Day from the licensed third-party
market data vendor contracted by the Calculation Agent at such time; in particular, taking into account the decimal precision
and/or rounding convention employed by such licensed third-party market data vendor on such date, subject to the provisions set
forth below under “Adjustments to the Underlier,” “Discontinuance of the Underlier” and “Market
Disruption Events.”


 


The
“Final Underlier Level” will be the Closing Level of the Underlier on the Determination Date.


 


The
“Underlier Return” will be the quotient of (i) the Final Underlier Level minus the Initial Underlier Level
divided by (ii) the Initial Underlier Level, expressed as a percentage.


 


The
“Cap Level” is 2,869.56646, which is 119.66% of the Initial Underlier Level.


 


The
“Buffer Level” is 2,158.29, which is equal to 90% of the Initial Underlier Level.


 


The
“Maximum Settlement Amount” is 129.49% of the Face Amount of this Security.


 


The
“Buffer Amount” is 10%.


 






    2 


     


    

 


The
“Buffer Rate” is equal to the Initial Underlier Level divided by the Buffer Level.


 


The
“Upside Participation Rate” is 1.5.


 


“Underlier
Sponsor” shall mean S&P Dow Jones Indices LLC.


 


“Business
Day” shall mean a day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions
are authorized or required by law or regulation to close in New York, New York.


 


A
“Trading Day” means a day, as determined by the Calculation Agent, on which (i) the Relevant Stock Exchanges
with respect to each security underlying the Underlier are scheduled to be open for trading for their respective regular trading
sessions and (ii) each Related Futures or Options Exchange is scheduled to be open for trading for its regular trading session.


 


The
“Related Futures or Options Exchange” for the Underlier means an exchange or quotation system where trading
has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating
to the Underlier.


 


The
“Relevant Stock Exchange” for any security underlying the Underlier means the primary exchange or quotation
system on which such security is traded, as determined by the Calculation Agent.


 


The
“Determination Date” shall be April 19, 2021. If the originally scheduled Determination Date is not a Trading
Day, the Determination Date will be postponed to the next succeeding Trading Day. The Determination Date is also subject to postponement
due to the occurrence of a Market Disruption Event (as defined below). See “–Market Disruption Events.”


 


“Calculation
Agent Agreement” shall mean the Calculation Agent Agreement dated as of May 18, 2018 between the Company and the Calculation
Agent, as amended from time to time.


 


“Calculation
Agent” shall mean the Person that has entered into the Calculation Agent Agreement with the Company providing for, among
other things, the determination of the Final Underlier Level and the Cash Settlement Amount, which term shall, unless the context
otherwise requires, include its successors under such Calculation Agent Agreement. The initial Calculation Agent shall be Wells
Fargo Securities, LLC. Pursuant to the Calculation Agent Agreement, the Company may appoint a different Calculation Agent from
time to time after the initial issuance of this Security without the consent of the Holder of this Security and without notifying
the Holder of this Security.


 


Adjustments
to the Underlier


 


If
at any time the method of calculating the Underlier or a Successor Underlier, or the closing level thereof, is changed in a material
respect, or if the Underlier or a Successor Underlier is in any other way modified so that such underlier does not, in the opinion
of the Calculation Agent, fairly represent the level of such underlier had those changes or modifications not been made, then
the Calculation Agent will, at the close of business in New York, New York, on each


 






    3 


     


    

 


date that the closing level of such underlier
is to be calculated, make such calculations and adjustments as, in the good faith judgment of the Calculation Agent, may be necessary
in order to arrive at a level of an underlier comparable to the Underlier or Successor Underlier as if those changes or modifications
had not been made, and the Calculation Agent will calculate the closing level of the Underlier or Successor Underlier with reference
to such underlier, as so adjusted. Accordingly, if the method of calculating the Underlier or Successor Underlier is modified
so that the level of such underlier is a fraction or a multiple of what it would have been if it had not been modified (e.g.,
due to a split or reverse split in such equity underlier), then the Calculation Agent will adjust the Underlier or Successor Underlier
in order to arrive at a level of such underlier as if it had not been modified (e.g., as if the split or reverse split had not
occurred).


 


Discontinuance
of the Underlier


 


If
the Underlier Sponsor discontinues publication of the Underlier, and the Underlier Sponsor or another entity publishes a successor
or substitute equity index that the Calculation Agent determines, in its sole discretion, to be comparable to the Underlier (a
“Successor Underlier”), then, upon the Calculation Agent’s notification of that determination to the
Trustee and the Company, the Calculation Agent will substitute the Successor Underlier as calculated by the relevant Underlier
Sponsor or any other entity and calculate the Final Underlier Level as described above. Upon any selection by the Calculation
Agent of a Successor Underlier, the Company will cause notice to be given to the Holder of this Security.


 


In
the event that the Underlier Sponsor discontinues publication of the Underlier prior to, and the discontinuance is continuing
on, the Determination Date and the Calculation Agent determines that no Successor Underlier is available at such time, the Calculation
Agent will calculate a substitute Closing Level for the Underlier in accordance with the formula for and method of calculating
the Underlier last in effect prior to the discontinuance, but using only those securities that comprised the Underlier immediately
prior to that discontinuance. If a Successor Underlier is selected or the Calculation Agent calculates a level as a substitute
for the Underlier, the Successor Underlier or level will be used as a substitute for the Underlier for all purposes, including
the purpose of determining whether a Market Disruption Event exists.


 


If
on the Determination Date the Underlier Sponsor fails to calculate and announce the level of the Underlier, the Calculation Agent
will calculate a substitute Closing Level of the Underlier in accordance with the formula for and method of calculating the Underlier
last in effect prior to the failure, but using only those securities that comprised the Underlier immediately prior to that failure;
provided that, if a Market Disruption Event occurs or is continuing on such day, then the provisions set forth below under
“Market Disruption Events” shall apply in lieu of the foregoing.


 


Market
Disruption Events 


 


A
“Market Disruption Event” means any of the following events as determined by the Calculation Agent in its sole
discretion:


 


		(A)	The
occurrence or existence of a material suspension of or limitation imposed on trading by the Relevant Stock Exchanges or otherwise
relating to securities which



 






    4 


     


    

 


	 	 	then
                                         comprise 20% or more of the level of the Underlier or any Successor Underlier at any
                                         time during the one-hour period that ends at the Close of Trading on that day, whether
                                         by reason of movements in price exceeding limits permitted by those Relevant Stock Exchanges
                                         or otherwise.



 


		(B)	The
                                         occurrence or existence of a material suspension of or limitation imposed on trading
                                         by any Related Futures or Options Exchange or otherwise in futures or options contracts
                                         relating to the Underlier or any Successor Underlier on any Related Futures or Options
                                         Exchange at any time during the one-hour period that ends at the Close of Trading on
                                         that day, whether by reason of movements in price exceeding limits permitted by the Related
                                         Futures or Options Exchange or otherwise.



 


		(C)	The
                                         occurrence or existence of any event, other than an early closure, that materially disrupts
                                         or impairs the ability of market participants in general to effect transactions in, or
                                         obtain market values for, securities that then comprise 20% or more of the level of the
                                         Underlier or any Successor Underlier on their Relevant Stock Exchanges at any time during
                                         the one-hour period that ends at the Close of Trading on that day.



 


		(D)	The
                                         occurrence or existence of any event, other than an early closure, that materially disrupts
                                         or impairs the ability of market participants in general to effect transactions in, or
                                         obtain market values for, futures or options contracts relating to the Underlier or any
                                         Successor Underlier on any Related Futures or Options Exchange at any time during the
                                         one-hour period that ends at the Close of Trading on that day.



 


		(E)	The
                                         closure on any Exchange Business Day of the Relevant Stock Exchanges on which securities
                                         that then comprise 20% or more of the level of the Underlier or any Successor Underlier
                                         are traded or any Related Futures or Options Exchange prior to its Scheduled Closing
                                         Time unless the earlier closing time is announced by the Relevant Stock Exchange or Related
                                         Futures or Options Exchange, as applicable, at least one hour prior to the earlier of
                                         (1) the actual closing time for the regular trading session on such Relevant Stock
                                         Exchange or Related Futures or Options Exchange, as applicable, and (2) the submission
                                         deadline for orders to be entered into the Relevant Stock Exchange or Related Futures
                                         or Options Exchange, as applicable, system for execution at such actual closing time
                                         on that day.



 


		(F)	The
                                         Relevant Stock Exchange for any security underlying the Underlier or Successor Underlier
                                         or any Related Futures or Options Exchange fails to open for trading during its regular
                                         trading session.



 


For
purposes of determining whether a Market Disruption Event has occurred:


 


		(1)	the
relevant percentage contribution of a security to the level of the Underlier or any Successor Underlier will be based on a comparison
of (x) the portion of the level of such underlier attributable to that security and (y) the overall level of the



 


 



    5 


     


    




	 	 	Underlier
                                         or Successor Underlier, in each case immediately before the occurrence of the Market
                                         Disruption Event;



 


		(2)	the
                                         “Close of Trading” on any Trading Day for the Underlier or any Successor
                                         Underlier means the Scheduled Closing Time of the Relevant Stock Exchanges with respect
                                         to the securities underlying the Underlier or Successor Underlier on such Trading Day;
                                         provided that, if the actual closing time of the regular trading session of any
                                         such Relevant Stock Exchange is earlier than its Scheduled Closing Time on such Trading
                                         Day, then (x) for purposes of clauses (A) and (C) of the definition of “Market
                                         Disruption Event” above, with respect to any security underlying the Underlier
                                         or Successor Underlier for which such Relevant Stock Exchange is its Relevant Stock Exchange,
                                         the “Close of Trading” means such actual closing time and (y) for purposes
                                         of clauses (B) and (D) of the definition of “Market Disruption Event” above,
                                         with respect to any futures or options contract relating to the Underlier or Successor
                                         Underlier, the “close of trading” means the latest actual closing time of
                                         the regular trading session of any of the Relevant Stock Exchanges, but in no event later
                                         than the Scheduled Closing Time of the Relevant Stock Exchanges;



 


		(3)	the
                                         “Scheduled Closing Time” of any Relevant Stock Exchange or Related
                                         Futures or Options Exchange on any Trading Day for the Underlier or any Successor Underlier
                                         means the scheduled weekday closing time of such Relevant Stock Exchange or Related Futures
                                         or Options Exchange on such Trading Day, without regard to after hours or any other trading
                                         outside the regular trading session hours; and



 


		(4)	an
                                         “Exchange Business Day” means any Trading Day for the Underlier or
                                         any Successor Underlier on which each Relevant Stock Exchange for the securities underlying
                                         the Underlier or any Successor Underlier and each Related Futures or Options Exchange
                                         are open for trading during their respective regular trading sessions, notwithstanding
                                         any such Relevant Stock Exchange or Related Futures or Options Exchange closing prior
                                         to its Scheduled Closing Time.



 


If
a Market Disruption Event occurs or is continuing on the Determination Date, then the Determination Date will be postponed to
the first succeeding Trading Day on which a Market Disruption Event has not occurred and is not continuing; however, if such first
succeeding Trading Day has not occurred as of the eighth Trading Day after the originally scheduled Determination Date, that eighth
Trading Day shall be deemed to be the Determination Date. If the Determination Date has been postponed eight Trading Days after
the originally scheduled Determination Date and a Market Disruption Event occurs or is continuing on such eighth Trading Day,
the Calculation Agent will determine the Closing Level of the Underlier on such eighth Trading Day in accordance with the formula
for and method of calculating the Closing Level of the Underlier last in effect prior to commencement of the Market Disruption
Event, using the closing price (or, with respect to any relevant security, if a Market Disruption Event has occurred with respect
to such security, its good faith estimate of the value of such security at the Scheduled Closing Time of the Relevant Stock Exchange
for such security or, if earlier, the actual closing time of the regular trading session of such Relevant Stock Exchange) on such
date of each security included in the Underlier. As used


 






    6 


     


    

 


herein, “closing price” means, with respect to any security
on any date, the Relevant Stock Exchange traded or quoted price of such security as of the Scheduled Closing Time of the Relevant
Stock Exchange for such security or, if earlier, the actual closing time of the regular trading session of such Relevant Stock
Exchange.


 


Calculation
Agent


 


The
Calculation Agent will determine the Cash Settlement Amount and the Final Underlier Level. In addition, the Calculation Agent
will (i) determine if adjustments are required to the Closing Level of the Underlier under the circumstances described in this
Security, (ii) if publication of the Underlier is discontinued, select a Successor Underlier or, if no Successor Underlier is
available, determine the Closing Level of the Underlier under the circumstances described in this Security, and (iii) determine
whether a Market Disruption Event or non-Trading Day has occurred.


 


The
Company covenants that, so long as this Security is Outstanding, there shall at all times be a Calculation Agent (which shall
be a broker-dealer, bank or other financial institution) with respect to this Security.


 


All
determinations made by the Calculation Agent with respect to this Security will be at the sole discretion of the Calculation Agent
and, in the absence of manifest error, will be conclusive for all purposes and binding on the Company and the Holder of this Security.


 


Tax
Considerations


 


The
Company agrees, and by acceptance of a beneficial ownership interest in this Security each Holder of this Security will be deemed
to have agreed (in the absence of a statutory, regulatory, administrative or judicial ruling to the contrary), for United States
federal income tax purposes to characterize and treat this Security as a prepaid derivative contract that is an “open transaction.”


 


Redemption
and Repayment


 


This
Security is not subject to redemption at the option of the Company or repayment at the option of the Holder hereof prior to April
21, 2021. This Security is not entitled to any sinking fund.


 


Acceleration


 


If
an Event of Default, as defined in the Indenture, with respect to this Security shall occur and be continuing, the Cash Settlement
Amount (calculated as set forth in the next sentence) of this Security may be declared due and payable in the manner and with
the effect provided in the Indenture. The amount payable to the Holder hereof upon any acceleration permitted under the Indenture
will be equal to the Cash Settlement Amount hereof calculated as provided herein as though the date of acceleration was the Determination
Date. 


 





 






 


Reference
is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.


 






    7 


     


    

 


Unless
the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature
or its duly authorized agent under the Indenture referred to on the reverse hereof by manual signature, this Security shall not
be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 


[The
remainder of this page has been left intentionally blank]


 




    8 


     


    

IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed.


 


DATED:

 

	 

	WELLS
                                         FARGO FINANCE LLC


	 

	 

	 

	 


	 

	By:

	 

	 


	 

	 

	 

	 


	 

	 

	Its:

	 






	 

	 

	 

	 


	 

	Attest:

	     

	     


	 

	 

	 

	 


	 

	 

	Its:

	 




 

TRUSTEE’S
CERTIFICATE OF

AUTHENTICATION

This
is one of the Securities of the

series
designated therein described

in
the within-mentioned Indenture.

 

	CITIBANK,
                                         N.A.,

	 


	 

	as
                                         Trustee

	 


	 

	 

	 


	By:

	 

	 


	 

	Authorized
                                         Signature

	 


	 

	 

	 


	 

	OR
	 
	 


	 

	 

	 


	WELLS
                                         FARGO BANK, N.A.,

	 


	 

	as
                                         Authenticating Agent for the Trustee

	 


	 

	 

	 


	By:

	 

	 


	 

	Authorized
                                         Signature

	 







 




    9 


     


    

[Reverse
of Note]


 


WELLS
FARGO FINANCE LLC


 


MEDIUM-TERM
NOTE, SERIES A


 


Fully
and Unconditionally Guaranteed by Wells Fargo & Company


 


Principal
at Risk Securities Linked to the S&P 500® Index


 


This
Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued
and to be issued in one or more series under an indenture dated as of April 25, 2018, as amended or supplemented from time to
time (herein called the “Indenture”), among the Company, as issuer, Wells Fargo & Company, as guarantor
(the “Guarantor”) and Citibank, N.A., as trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantor,
the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series of the Securities designated as Medium-Term Notes, Series A, of the Company.
The amount payable on the Securities of this series may be determined by reference to the performance of one or more equity-,
commodity- or currency-based indices, exchange traded funds, securities, commodities, currencies, statistical measures of economic
or financial performance, or a basket comprised of two or more of the foregoing, or any other market measure or may bear interest
at a fixed rate or a floating rate. The Securities of this series may mature at different times, be redeemable at different times
or not at all, be repayable at the option of the Holder at different times or not at all and be denominated in different currencies.


 


The
Securities are issuable only in registered form without coupons and will be either (a) book-entry securities represented
by one or more Global Securities recorded in the book-entry system maintained by the Depositary or (b) certificated securities
issued to and registered in the names of, the beneficial owners or their nominees.


 


The
Company agrees, to the extent permitted by law, not to voluntarily claim the benefits of any laws concerning usurious rates of
interest against a Holder of this Security.


 


Guarantee


 


The
Securities of this series are fully and unconditionally guaranteed by the Guarantor as and to the extent set forth in the Indenture.


 


Modification
and Waivers 


 


The
Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations
of the Company and the Guarantor and the rights of the Holders of the Securities of each series to be affected under the Indenture
at any time by the


 






    10 


     


    

 


Company, the Guarantor and the Trustee with the consent of the Holders of a majority in principal amount of
the Securities at the time Outstanding of all series to be affected, acting together as a class. The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Securities of all series at the time Outstanding affected by certain
provisions of the Indenture, acting together as a class, on behalf of the Holders of all Securities of such series, to waive compliance
by the Company or the Guarantor with those provisions of the Indenture. Certain past defaults under the Indenture and their consequences
may be waived under the Indenture by the Holders of a majority in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series. Solely for the purpose of determining whether any consent,
waiver, notice or other action or Act to be taken or given by the Holders of Securities pursuant to the Indenture has been given
or taken by the Holders of Outstanding Securities in the requisite aggregate principal amount, the principal amount of this Security
will be deemed to be equal to the amount set forth on the face hereof as the “Face Amount” hereof. Any such consent
or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.


 


Defeasance


 


Section 403
and Article Fifteen of the Indenture and the provisions of clause (ii) of Section 401(1)(B) of the Indenture, relating
to defeasance at any time of (a) the entire indebtedness on this Security and (b) certain restrictive covenants, upon
compliance by the Company or the Guarantor with certain conditions set forth therein, shall not apply to this Security. The remaining
provisions of Section 401 of the Indenture shall apply to this Security.


 


Authorized
Denominations


 


This
Security is issuable only in registered form without coupons in denominations of $1,000 or any amount in excess thereof which
is an integral multiple of $1,000.


 


Registration
of Transfer


 


Upon
due presentment for registration of transfer of this Security at the office or agency of the Company in the City of Minneapolis,
Minnesota, a new Security or Securities of this series, with the same terms as this Security, in authorized denominations for
an equal aggregate Face Amount will be issued to the transferee in exchange herefor, as provided in the Indenture and subject
to the limitations provided therein and to the limitations described below, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


This
Security is exchangeable for definitive Securities in registered form only if (x) the Depositary notifies the Company that
it is unwilling or unable to continue as Depositary for this Security or if at any time the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, as amended, and a successor depositary is not appointed within 90 days
after the Company receives such notice or becomes aware of such ineligibility, (y) the Company in its sole discretion determines
that this Security shall be exchangeable for definitive Securities in registered form and notifies the Trustee thereof or (z)
an Event of Default with respect to the Securities


 






    11 


     


    

 


represented hereby has occurred and is continuing. If this Security is exchangeable
pursuant to the preceding sentence, it shall be exchangeable for definitive Securities in registered form, having the same date
of issuance, Stated Maturity Date and other terms and of authorized denominations aggregating a like amount.


 


This
Security may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor of the Depositary
or a nominee of such successor. Except as provided above, owners of beneficial interests in this Global Security will not be entitled
to receive physical delivery of Securities in definitive form and will not be considered the Holders hereof for any purpose under
the Indenture.


 


Prior
to due presentment of this Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the
Company, the Guarantor or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither the Company, the Guarantor, the Trustee nor any such agent shall
be affected by notice to the contrary.


 


Obligation
of the Company Absolute


 


No
reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the Cash Settlement Amount at the times, place and rate, and in the coin
or currency, herein prescribed, except as otherwise provided in this Security.


 


No
Personal Recourse


 


No
recourse shall be had for the payment of the Cash Settlement Amount, or for any claim based hereon, or otherwise in respect hereof,
or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, officer
or director, as such, past, present or future, of the Company or any successor corporation or of the Guarantor or any successor
corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty
or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issuance hereof, expressly
waived and released.


 


Defined
Terms


 


All
terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture unless
otherwise defined in this Security.


 


Governing
Law


 


This
Security shall be governed by and construed in accordance with the law of the State of New York, without regard to principles
of conflicts of laws.


 




    12 


     


    

 


ABBREVIATIONS

 

                       
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations:



	 

	 

	 


	TEN
                                         COM

	--

	as
                                         tenants in common


	 

	 

	 


	TEN
                                         ENT

	--

	as
                                         tenants by the entireties


	 

	 

	 


	JT
                                         TEN

	--

	as
                                         joint tenants with right


	 

	 

	of
                                         survivorship and not


	 

	 

	as
                                         tenants in common




 

	UNIF
                                         GIFT MIN ACT

	--

	 

	Custodian

	 


	 

	 

	(Cust)

	 

	(Minor)




 

	Under Uniform Gifts to Minors Act



	 

	 
	 

	 
	(State)

	 


 

           
Additional abbreviations may also be used though not in the above list.

 

           
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto

 

	Please Insert Social Security or



	Other Identifying Number of Assignee



	 

	 
	 

	 


 

	 


	 


	 


	(Please
                                         print or type name and address including postal zip code of Assignee)




  




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the
within Security of WELLS FARGO FINANCE LLC and does hereby irrevocably constitute and appoint __________________ attorney to transfer
the said Security on the books of the Company, with full power of substitution in the premises.

 

	Dated:
                                         _________________________

	 


	 

	 


	 

	 


	 

	 


	 

	 


	 

	 




 

NOTICE: 
The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatever.


 










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