WELLS FARGO & COMPANY 8-K


Exhibit 4.1


 


[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. 95001HH95	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 January 26, 2022. 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 23, 2020.


 


The “Initial
Underlier Level” is 2,237.40, 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 2,568.5352, which is 114.80% of the Initial Underlier Level.


 


The “Buffer
Level” is 1,901.79, which is equal to 85% of the Initial Underlier Level.


 


The “Maximum
Settlement Amount” is 129.60% of the Face Amount of this Security.


 


The “Buffer
Amount” is 15%.


 






    2 


     


    

 


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


 


The “Upside
Participation Rate” is 2.0.


 


“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 January 24, 2022. 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


 






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York, on each 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.


 






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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 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.



 






    5 


     


    

 


		(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 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


 






    6 


     


    

 


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 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 January 26, 2022. This
Security is not entitled to any sinking fund.


 






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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.


 


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]


 




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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


 






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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


 






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to the Securities 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.


 




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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)




  




    13 


     


    

 


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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