WELLS FARGO & COMPANY 8-K


 


Exhibit 4.4

 

[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. 95001HA43

	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 Dow Jones Industrial Average®
due September 11, 2023

 

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
Maturity Payment 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, unless this Security is automatically called
as provided below under “Automatic Call.”  The “Initial Stated Maturity Date” shall be September 11,
2023.  If the Final Calculation Day (as defined below) is not postponed, the Initial Stated Maturity Date will be the “Stated
Maturity Date.”  If the Final Calculation Day is postponed, the “Stated Maturity Date” shall
be the later of (i) the Initial Stated Maturity Date and (ii) three Business Days (as defined below) after the Final
Calculation Day 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.”

 


     


     


    
Automatic
Call

 

If
the Closing Level (as defined below) of the Index (as defined below) on any of the Call Dates (as defined in the table below)
is greater than or equal to the Starting Level (as defined below), this Security will be automatically called, and on the related
Call Settlement Date (as defined below) the Holder hereof will receive the Face Amount of this Security plus the Call Premium
(as defined in the table below) applicable to the relevant Call Date (together, the “Call Price”).  Unless the
Company defaults in the payment of the Call Price, this Security will cease to be outstanding on such Call Settlement Date, and
the Holder hereof will have no further rights under this Security after such Call Settlement Date.  The Holder hereof will
not receive any notice from the Company in the event this Security is automatically called pursuant to the terms hereof.

 

The
Call Dates and the related Call Premiums are as follows:

 

	 

	Call Date

	Call Premium


	 	 	 
	 

	September 10, 2020

	  6.10% of the Face
Amount of this Security


	 

	September 9, 2021

	12.20% of the Face
Amount of this Security


	 

	September 9, 2022

	18.30% of the Face
Amount of this Security


	 

	September 1, 2023

	24.40% of the Face
Amount of this Security




 

The
Call Dates are subject to postponement for non-Trading Days and the occurrence of a Market Disruption Event.  See the definition
of “Calculation Days” below.

 

The
“Call Settlement Date” for a Call Date shall be five Business Days after such Call Date, as such Call Date
may be postponed as provided herein; provided that the Call Settlement Date for the last Call Date shall be the Stated Maturity
Date.

 

Payment
of the Call Price, if any, will be made in such coin or currency of the United States of America as at the time is legal tender
for payment of public and private debts.

 

Determination
of Maturity Payment Amount and Certain Definitions

 

If
this Security is not automatically called as provided above under “Automatic Call,” the “Maturity Payment
Amount” of this Security will equal:

 

	 

	●

	if
the Ending Level is less than the Starting Level but greater than or equal to the Threshold Level: the Face Amount; or




 

	 

	●

	if
the Ending Level is less than the Threshold Level: the Face Amount minus:




 

 


 

All
calculations with respect to the Maturity Payment Amount or Call
Price, as applicable, will be rounded to the nearest one hundred-thousandth, with five one-millionths rounded upward 




 


    2 


     


    
 


(e.g., 0.000005
would be rounded to 0.00001); and the Maturity Payment Amount
or Call Price, as applicable, will be rounded to the nearest cent, with one-half cent rounded upward.


 


“Index”
shall mean the Dow Jones Industrial Average®.

 

The
“Pricing Date” shall mean August 30, 2019.

 

The
“Starting Level” is 26403.28, the Closing Level of the Index on the Pricing Date.

 

The
“Closing Level” of the Index on any Trading Day means the official closing level of the Index reported by the
Index Sponsor (as defined below) 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 “Market Disruption Events,” “Adjustments to the Index” and “Discontinuance
of the Index.”

 

The
“Ending Level” will be the Closing Level of the Index on the Final Calculation Day.

 

The
“Threshold Level” is 23762.952, which is equal to 90% of the Starting Level.

 

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

 

The
“Related Futures or Options Exchange” for the Index 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 Index.


 


The
“Calculation Days” shall mean each of the Call Dates (including the Final Calculation Day).  If any Calculation
Day is not a Trading Day, such Calculation Day will be postponed to the next succeeding Trading Day.  A Calculation Day is
also subject to postponement due to the occurrence of a Market Disruption Event (as defined below). If a Market Disruption Event
occurs or is continuing with respect to the Index on a Calculation Day, such Calculation Day 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

 


    3 


     


    
 


Calculation Day, that eighth Trading Day shall
be deemed to be the Calculation Day.  If a Calculation Day has been postponed eight Trading Days after the originally scheduled
Calculation Day and a Market Disruption Event occurs or is continuing on such eighth Trading Day, the Calculation Agent will determine
the Closing Level of the Index on such eighth Trading Day in accordance with the formula for and method of calculating the Closing
Level of the Index 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 Index.  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.

 

The
“Final Calculation Day” is September 1, 2023, subject to postponement as provided herein.

 

“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 whether this Security will be automatically called on any of the Call Dates, the Call Price,
if any, the Ending Level and the Maturity Payment 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 Index

 

If
at any time the method of calculating the Index or a Successor Equity Index, or the closing level thereof, is changed in a material
respect, or if the Index or a Successor Equity Index is in any other way modified so that such index does not, in the opinion
of the Calculation Agent, fairly represent the level of such index 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 date that the closing level of such index 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 index comparable to the Index
or Successor Equity Index as if those changes or modifications had not been made, and the Calculation Agent will calculate the
closing level of the Index or Successor Equity Index with reference to such index, as so adjusted. Accordingly, if the method
of calculating the Index or Successor Equity Index is modified so that the level of such index 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 index), then
the Calculation Agent will adjust the


 


    4 


     


    
 


Index or Successor Equity Index in order to arrive at a level of such index as if it had
not been modified (e.g., as if the split or reverse split had not occurred).


 


Discontinuance
of the Index

 

If
the sponsor or publisher of the Index (the “Index Sponsor”) discontinues publication of the Index, and the
Index 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 Index (a “Successor Equity Index”), then, upon the Calculation Agent’s
notification of that determination to the Trustee and the Company, the Calculation Agent will substitute the Successor Equity
Index as calculated by the Index Sponsor or any other entity and calculate the Ending Level or the Closing Level on any Calculation
Day as described above. Upon any selection by the Calculation Agent of a Successor Equity Index, the Company will cause notice
to be given to the Holder of this Security.

 

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

 

If
on a Calculation Day the Index Sponsor fails to calculate and announce the level of the Index, the Calculation Agent will calculate
a substitute Closing Level of the Index in accordance with the formula for and method of calculating the Index last in effect
prior to the failure, but using only those securities that comprised the Index immediately prior to that failure; provided
that, if a Market Disruption Event occurs or is continuing on such day, then the provisions set forth above under the definition
of “Calculation Day” 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 then comprise 20% or more of the level of the Index or any Successor Equity Index 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 





    5 


     


    
 

	 

	 

	options contracts relating to the Index or any Successor Equity Index 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
Index or any Successor Equity Index 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 Index or any Successor
Equity Index 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 Index or any Successor Equity Index 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 Index or Successor Equity Index 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 Index or any Successor Equity Index will be based on a comparison
of (x) the portion of the level of such Index attributable to that security and (y) the overall level of the Index or
Successor Equity Index, in each case immediately before the occurrence of the Market Disruption Event;




 

	 

	(2)

	the
“Close of Trading” on any Trading Day for the Index or any Successor Equity Index means the Scheduled Closing
Time of the Relevant Stock Exchanges with respect to the securities underlying the Index or Successor Equity Index on such




 


    6 


     


    
	 

	 

	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 Index or Successor Equity Index 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 Index or Successor Equity Index, 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 Index or any Successor Equity Index 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 Index or any Successor Equity Index on which each Relevant
Stock Exchange for the securities underlying the Index or any Successor Equity Index 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.




 

Calculation
Agent

 

The
Calculation Agent will determine whether this Security will be automatically called on any of the Call Dates, the Call Price,
if any, the Maturity Payment Amount and the Ending Level.  In addition, the Calculation Agent will (i) determine if adjustments
are required to the Closing Level of the Index under the circumstances described in this Security, (ii) if publication of the
Index is discontinued, select a Successor Equity Index or, if no Successor Equity Index is available, determine the Closing Level
of the Index 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.

 


    7 


     


    
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 repayment at the option of the Holder hereof prior to September 11, 2023.  Except as set
forth above under “Automatic Call,” this Security is not subject to redemption prior to September 11, 2023. 
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 Maturity
Payment 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 Maturity Payment Amount hereof
calculated as provided herein as though the date of acceleration was the Final Calculation Day; provided that if the Closing Level
of the Index on the date of acceleration is equal to or greater than the Starting Level, the amount payable on this Security will
be calculated using a Call Premium that is prorated to the date of acceleration.  

 




 



 

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]

 


    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 Dow Jones Industrial Average®
due September 11, 2023

 

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


 


    11 


     


    
 


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 Maturity Payment
Amount or the Call Price, as applicable, 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 Maturity Payment
Amount or the Call Price, as applicable, 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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