EX-4.1



 Exhibit 4.1 

[Form of 5.20% Notes due 2019] 
  

			
	Registered No.	 	Common Code: 115330381
		 	ISIN No. XS1153303810

 (Face of Security) 

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE 2008 INDENTURE AS DEFINED HEREIN ON THE REVERSE OF THIS SECURITY AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE 2008 INDENTURE AND ON THE REVERSE OF THE SECURITY. 

THIS SECURITY IS NOT A BANK DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY, NOR
IS IT AN OBLIGATION OF, OR GUARANTEED BY, A BANK. 
  
 (Face of
Security continued on next page) 







 THE GOLDMAN SACHS GROUP, INC. 

5.20% Notes due 2019 
 The
Goldman Sachs Group, Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”, which term includes any successor Person under the 2008 Indenture as defined on the reverse
of this Security), for value received, hereby promises to pay to             , or registered assigns, the principal sum of
             on December 17, 2019 and to pay interest thereon, calculated as set forth below, on June 17 and December 17 in each year, commencing on June 17, 2015
and at the Maturity of the principal hereof, at the rate of 5.20% per annum, until the principal hereof is paid or made available for payment. Any such installment of interest that is overdue shall also bear interest at the rate of 5.20%
per annum (to the extent that the payment of such interest shall be legally enforceable), from the date any such overdue amount first becomes due until it is paid or made available for payment. Notwithstanding the foregoing, interest on any
installment of interest that is overdue shall be payable on demand. 
 On each Interest Payment Date, the amount of interest payable
will equal the principal sum hereof multiplied by an accrued interest factor for the Interest Period. The Interest Period will be the period from and including the Original Issue Date, or the last date to which interest has been paid (subject
to the Business Day convention specified on the face hereof), to but excluding the next date to which interest will be paid (subject to the Business Day convention specified on the face hereof). The accrued interest factor will be determined by
multiplying the annual interest rate times the actual number of days in the Interest Period, including February 29 in a leap year (if such day falls in such period), divided by the product of (1) the actual
number of days in such Interest Period and (2) the number of Interest Periods in the calendar year. 
 The interest so payable,
and punctually paid or made available for payment, on any Interest Payment Date will, as provided in the 2008 Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the calendar day (whether or not a Business Day, as defined below) next preceding such Interest Payment Date. Any interest so payable, but not punctually paid or made available for
payment, on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date and such Defaulted Interest may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof being given to the Holder of this Security not less than 10 days prior to such Special Record Date, or
be paid in any other lawful manner not inconsistent with the requirements of any securities exchange on which this Security may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the 2008 Indenture.

  
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 All percentages resulting from any calculation with respect to this Security will be rounded
upward or downward, as appropriate, to the next higher or lower one hundred-thousandth of a percentage point (e.g., 9.876541% (or .09876541) being rounded down to 9.87654% (or .0987654) and 9.876545% (or .09876545) being rounded up to
9.87655% (or .0987655)). All amounts used in or resulting from any calculation with respect to this Security will be rounded upward or downward, as appropriate, to the nearest cent, in the case of U.S. dollars, or to the nearest corresponding
hundredth of a unit, in the case of a currency other than U.S. dollars, with one-half cent or one-half of a corresponding hundredth of a unit or more being rounded upward. 

Currency and Manner of Payment 

Payment of the principal of and premium or interest on this Security will be made in New Zealand dollars. Notwithstanding any other provision
of this Security or the 2008 Indenture, if this Security is a Global Security, any payment in respect of this Security may be made pursuant to the Applicable Procedures of the Depositary as permitted in the 2008 Indenture. (References in this
Security to New Zealand dollars shall mean such coin or currency of New Zealand as at the time of payment is legal tender for payment of public and private debts. References in this Security to U.S. dollars shall mean 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.) 
 Subject to the prior
paragraph and except as provided in the next paragraph, payment of any amount payable on this Security will be made at the office or agency of the Company maintained for that purpose in The City of New York (and at any other office or agency
maintained by the Company for that purpose), against surrender of this Security in the case of any payment due at the Maturity of the principal hereof (other than any payment of interest that first becomes due on an Interest Payment Date);
provided, however, that, at the option of the Company and subject to the next paragraph, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register. 
 Subject to the second preceding paragraph, payment of any amount payable on this Security will be made by wire transfer of
immediately available funds to an account maintained by the payee with a bank located in the Borough of Manhattan, The City of New York, if (i) the principal of this Security is at least US$1,000,000 (or the equivalent in New Zealand dollars)
and (ii) the Holder entitled to receive such payment transmits a written request for such payment to be made in such manner to the Trustee at its Corporate Trust Office, Attention: Global Corporate Trust, on or before the fifth Business Day
before the day on which such payment is to be made; provided that, in the case of any such payment due at the Maturity of the principal hereof (other than any payment of interest that first becomes due on an Interest Payment Date), this
Security must be surrendered at the office or agency of the Company maintained for that purpose in The City of New York (or at any other office or agency maintained by the Company for that purpose) in time for the Paying Agent to make such payment
in such funds in accordance with its normal procedures. Any such request made with respect to any payment on this Security payable to a particular Holder will remain in effect for all later payments on this Security payable to such Holder, unless
such request is revoked on or before the fifth Business Day before a payment is to be made, in which case such revocation shall be effective for such payment and all later payments. In the case of any payment of interest payable on an Interest
Payment Date, such 
  
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written request must be made by the Person who is the registered Holder of this Security on the relevant Regular Record Date. The Company will pay any administrative costs imposed by banks in
connection with making payments by wire transfer with respect to this Security, but any tax, assessment or other governmental charge imposed upon any payment will be borne by the Holder of this Security and may be deducted from the payment by the
Company or the Paying Agent. 
 Payments Due on a Business Day 

Notwithstanding any provision of this Security or the 2008 Indenture, if the Maturity of the principal hereof occurs on a day that is not a
Business Day, any amount of principal, premium or interest that would otherwise be due on this Security on such day (the “Specified Day”) may be paid or made available for payment on the Business Day that is next succeeding the
Specified Day with the same force and effect as if such amount were paid on the Specified Day, and no interest will accrue on the amount so payable for the period from the Specified Day to such next succeeding Business Day. “Business Day”
means any day that is not a Saturday or Sunday, and that is not a day on which banking institutions generally are authorized or obligated by law, regulation or executive order to close in The City of New York, London, Auckland, New Zealand or
Wellington, New Zealand. 
 If any Interest Payment Date other than one that falls on the date of Maturity of the principal hereof would
otherwise fall on a day that is not a Business Day, any payment due on such date shall be postponed to the next day that is a Business Day; provided that interest due with respect to an Interest Payment Date shall not accrue from and
including such Interest Payment Date to and including the date of payment of such interest as so postponed; provided further that the Interest Periods shall not be adjusted for non-Business Days. 

The provisions of the two immediately preceding paragraphs shall apply to this Security in lieu of the provisions of Section 1.13 of the
2008 Indenture. 
 Payments Made in U.S. Dollars 

Notwithstanding any provision of this Security or the 2008 Indenture, if any amount payable on this Security is payable on any day and if New
Zealand dollars are not available to the Company on the two Business Days before such day, due to the imposition of exchange controls, disruption in a currency market or any other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligation to pay such amount in New Zealand dollars by making such payment in U.S. dollars. The amount of such payment in U.S. dollars shall be determined by the Exchange Rate Agent on the basis of the noon buying rate for
cable transfers in The City of New York for New Zealand dollars (the “Exchange Rate”) as of the latest day before the day on which such payment is to be made. Any payment made under such circumstances in U.S. dollars where the required
payment is in New Zealand dollars will not constitute an Event of Default under this Security or the 2008 Indenture. 
  

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 Exchange Rate Agent 

As used herein, the “Exchange Rate Agent” shall initially mean Goldman Sachs International; provided that the Company
may, and in its sole discretion, appoint any other institution (including any affiliate of the Company) to serve as any such agent from time to time. Insofar as this Security provides for any such agent to obtain rates, quotes or other data from a
bank, dealer or other institution for use in making any determination hereunder, such agent may do so from any institution or institutions of the kind contemplated hereby notwithstanding that any one or more of such institutions are any such agent,
affiliates of any such agent or affiliates of the Company. 
 All determinations made by the Exchange Rate Agent pursuant to the
terms of this Security shall be, absent manifest error, conclusive for all purposes and binding on the Holder of this Security and the Company, and the Exchange Rate Agent shall have no liability therefor. 

 
  

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 by manual signature, this Security shall not be entitled to any benefit under the 2008 Indenture or be valid or obligatory for any purpose. 
  

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

Dated: December 17, 2014 
  

			
	THE GOLDMAN SACHS GROUP, INC.
		
	By	 	  

	Name:	 	
	Title:	 	


 This is one of the Securities of the series designated herein and referred to in the 2008 Indenture.

 Dated: December 17, 2014 
  

			
	 THE BANK OF NEW YORK MELLON,

     as Trustee

		
	By	 	  

		 	Authorized Signatory



  
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 (Reverse of Security) 
  

	 	1.	Securities and Indenture. 

 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 a Senior Debt Indenture, dated as of July 16, 2008 (herein called the “2008 Indenture”, which
term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Mellon, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the 2008 Indenture), and
reference is hereby made to the 2008 Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities
are, and are to be, authenticated and delivered. 
  

	 	2.	Series and Denominations. 

 This Security is one of the series
designated on the face hereof, limited to an aggregate principal amount as shall be determined and may be increased from time to time by the Company. Any election by the Company so to increase such aggregate principal amount shall be evidenced by a
certificate of an Authorized Person (as defined in the Determination of an Authorized Person, dated December 17, 2014, with respect to this series). References herein to “this series” mean the series of Securities designated on the
face hereof. The Securities of this series are issuable only in registered form without coupons in denominations of integral multiples of NZD1,000, subject to a minimum denomination of NZD2,000. 

 

	 	3.	Additional Amounts. 

 If the beneficial owner of this Security is a
United States Alien (as defined below), the Company will pay all additional amounts that may be necessary so that every net payment of the principal of and interest on this Security to such beneficial owner, after deduction or withholding for or on
account of any present or future tax, assessment or governmental charge imposed with respect to such payment by any U.S. Taxing Authority (as defined below), will not be less than the amount provided for in this Security to be then due and payable;
provided, however, that the Company shall have no obligation to pay additional amounts for or on account of any one or more of the following: 

(i) any tax, assessment or other governmental charge imposed solely because at any time there is or was a connection between
such beneficial owner (or between a fiduciary, settlor, beneficiary or member of such beneficial owner, if such beneficial owner is an estate, trust or partnership) and the United States (as defined below) (other than the mere receipt of a payment
on, or the ownership or holding of, a Security), including because such beneficial owner (or such fiduciary, settlor, beneficiary or member) at any time, for U.S. federal income tax purposes: (a) is or was a citizen or resident, or is or was
treated as a resident, of the United States, (b) is or was present in the United States, (c) is or was engaged in a trade or business in the United States, (d) has or 

 
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had a permanent establishment in the United States, (e) is or was a domestic or foreign personal holding company, a passive foreign investment company or a controlled foreign corporation,
(f) is or was a corporation that accumulates earnings to avoid U.S. federal income tax or (g) is or was a “10-percent shareholder” of the Company as defined in section 871(h)(3) of the U.S. Internal Revenue Code or any successor
provision; 
 (ii) any tax, assessment or governmental charge imposed solely because of a change in applicable law or
regulation, or in any official interpretation or application of applicable law or regulation, that becomes effective more than 15 days after the day on which the payment becomes due or is duly provided for, whichever occurs later; 

(iii) any estate, inheritance, gift, sales, excise, transfer, wealth or personal property tax or any similar tax, assessment or
other governmental charge; 
 (iv) any tax, assessment or other governmental charge imposed solely because such beneficial
owner or any other Person fails to comply with any certification, identification or other reporting requirement concerning the nationality, residence, identity or connection with the United States of the Holder or any beneficial owner of this
Security, if compliance is required by statute, by regulation of the U.S. Treasury Department or by an applicable income tax treaty to which the United States is a party, as a precondition to exemption from such tax, assessment or other governmental
charge; 
 (v) any tax, assessment or other governmental charge that is payable otherwise than by deduction or withholding
from payments of principal of or interest on this Security; 
 (vi) any tax, assessment or other governmental charge imposed
solely because the payment is to be made by a particular Paying Agent (which term may include the Company) and would not be imposed if made by another Paying Agent (which term may include the Company); 

(vii) any tax, assessment or other governmental charge imposed solely because the Holder (1) is a bank purchasing this
Security in the ordinary course of its lending business or (2) is a bank that is neither (A) buying this Security for investment purposes only nor (B) buying this Security for resale to a third party that either is not a bank or
holding the note for investment purposes only; or 
 (viii) any combination of the taxes, assessments or other governmental
charges described in items (i) through (vii) of this Section 3. 
 Additional amounts also will not be paid with respect to
any payment of principal of or interest on this Security to any United States Alien who is a fiduciary or a partnership, or who is not the sole beneficial owner of any such payment, to the extent that the Company would not be required to pay
additional amounts to any beneficiary or settlor of such fiduciary or any member of such a partnership, or to any beneficial owner of the payment, if that Person had been treated as the beneficial owner of this Security for this purpose. 

 
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 In addition, any amounts to be paid on this Security will be paid net of any deduction or
withholding imposed or required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code,
or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the U.S. Internal Revenue Code, and no additional amounts will be
required to be paid on account of any such deduction or withholding. 
 The term “United States Alien” means any Person
who, for U.S. federal income tax purposes, is a nonresident alien individual, a foreign corporation, a foreign partnership one or more of the members of which is, for United States federal income tax purposes, a foreign corporation, a nonresident
alien individual or a nonresident alien fiduciary of a foreign estate or trust, or a nonresident alien fiduciary of an estate or trust that is not subject to U.S. federal income tax on a net income basis on income or gain from this Security. For the
purposes of this Section 3 and Section 4 only, (a) the term “United States” means the United States of America (including the states thereof and the District of Columbia), together with the territories, possessions
and all other areas subject to the jurisdiction of the United States of America and (b) the term “U.S. Taxing Authority” means the United States of America or any state, other jurisdiction or taxing authority in the United
States. 
 Except as specifically provided in this Security, the Company shall not be required to make any payment with respect to any tax,
assessment or other governmental charge imposed by any government or any political subdivision or taxing authority thereof or therein. 

Whenever in the Securities of this series (or in the 2008 Indenture, including in Sections 5.01(1) and (2) thereof, insofar as applicable
to this series) there is a reference, in any context, to the payment of the principal of or interest on any Security of this series, such mention shall be deemed to include mention of any payment of additional amounts to United States Aliens in
respect of such payment of principal or interest to the extent that, in such context, such additional amounts are, were or would be payable in respect thereof pursuant to this Section 3 or any corresponding section of another Security of this
series, as the case may be. Express mention of the payment of additional amounts in any provision of any Security of this series shall not be construed as excluding additional amounts in the provisions of any Security of this series (or of the 2008
Indenture insofar as it applies to this series) where such express mention is not made. 
  

	 	4.	Redemption at the Company’s Option. 

 The Securities of this
series may be redeemed, as a whole but not in part, at the option of the Company, at a redemption price equal to 100% of the principal amount of the Securities to be redeemed, together with interest accrued to the date fixed for redemption, if, as a
result of any amendment to, or change in, the laws or regulations of any U.S. Taxing Authority (as defined in Section 3 above), or any amendment to or change in any official interpretation or application of such laws or regulations, which
amendment or change becomes effective or is announced on or after December 10, 2014, the Company will become obligated to pay, on the next Interest Payment Date, additional amounts in respect of any Security of this series pursuant to
Section 3 
  
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of this Security or any corresponding section of another Security of this series. If the Company becomes entitled to redeem the Securities of this series, it may do so on any day thereafter
pursuant to the 2008 Indenture; provided, however, that (1) the Company gives the Holder of this Security notice of such redemption not more than 60 days nor less than 30 days prior to the date fixed for redemption as
provided in the 2008 Indenture, (2) no such notice of redemption may be given earlier than 90 days prior to the next Interest Payment Date on which the Company would be obligated to pay such additional amounts and (3) at the time such
notice is given, such obligation to pay such additional amounts remains in effect. Immediately prior to the giving of any notice of redemption of Securities pursuant to this Section 4, the Company will deliver to the Trustee an Officers’
Certificate stating that the Company is entitled to effect such redemption and setting forth in reasonable detail a statement of facts showing that the conditions precedent to the right of the Company to so redeem the Securities have occurred.
Interest installments due on or prior to a Redemption Date will be payable to the Holder of this Security or one or more Predecessor Securities, of record at the close of business on the relevant record date, all as provided in the 2008 Indenture.

  

	 	5.	Defeasance. 

 The 2008 Indenture contains provisions for defeasance
at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the 2008 Indenture. Both of such
provisions are applicable to this Security. 
  

	 	6.	Modification and Waiver. 

 The 2008 Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities to be affected under the 2008 Indenture at any time by the Company and the
Trustee with the consent of the Holders of a majority in principal amount of all Securities at the time Outstanding to be affected, considered together as one class for this purpose (such Securities to be affected may be Securities of the same or
different series and, with respect to any series, may comprise fewer than all the Securities of such series). The 2008 Indenture also contains provisions (i) permitting the Holders of a majority in principal amount of the Securities at the time
Outstanding to be affected under the 2008 Indenture, considered together as one class for this purpose (such affected Securities may be Securities of the same or different series and, with respect to any particular series, may comprise fewer than
all the Securities of such series), on behalf of the Holders of all Securities so affected, to waive compliance by the Company with certain provisions of the 2008 Indenture and (ii) permitting the Holders of a majority in principal amount of
the Securities at the time Outstanding of any series to be affected under the 2008 Indenture (with each such series considered separately for this purpose), on behalf of the Holders of all Securities of such series, to waive certain past defaults
under the 2008 Indenture and their consequences. 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. 
  

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	 	7.	Remedies. 

 If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the 2008 Indenture. 

As provided in and subject to the provisions of the 2008 Indenture, the Holder of this Security shall not have the right to institute any
proceeding with respect to the 2008 Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect
to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity reasonably satisfactory to it, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for
the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. 

If so provided pursuant to the terms of any specific Securities, the above-referenced provisions of the 2008 Indenture regarding the ability
of Holders to waive certain defaults, or to request the Trustee to institute proceedings (or to give the Trustee other directions) in respect thereof, may be applied differently with regard to such Securities. 

No reference herein to the 2008 Indenture and no provision of this Security or of the 2008 Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed. 

 

	 	8.	Transfer and Exchange. 

 As provided in the 2008 Indenture and
subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the
principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney
duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

As provided in the 2008 Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and interest on this Security are payable, duly endorsed by, or accompanied by a written 

 
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instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his or her attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. 

As provided in the 2008 Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like
aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. 

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. 
 Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company 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
Trustee nor any such agent shall be affected by notice to the contrary. 
 This Security is a Global Security and is generally
subject to the provisions of the 2008 Indenture relating to Global Securities, provided however, that notwithstanding Clause (2) of Section 3.05 thereof, the provisions of this paragraph shall apply to this Global Security in lieu
of the provisions of said Clause (2) (and, with respect to this Global Security, references to said Clause (2) in the 2008 Indenture shall mean this paragraph). This Global Security may not be exchanged in whole or in part for Securities
registered, and no transfer of this Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for this Global Security or a nominee thereof unless (A) the Depositary has notified the Company that
it is unwilling or unable to continue as Depositary for this Global Security, (B) there shall have occurred and be continuing an Event of Default with respect to this Global Security or (C) the Company has executed and delivered to the
Trustee a Company Order stating that this Global Security shall be exchanged in whole for Securities that are not Global Securities (in which case such exchange shall promptly be effected by the Trustee). If the Company receives a notice of the kind
specified in Clause (A) above or has delivered a Company Order of the kind specified in Clause (C) above, it may, in its sole discretion, designate a successor Depositary for this Global Security within 60 days after receiving such notice
or delivery of such order, as the case may be. If the Company designates a successor Depositary as aforesaid, this Global Security shall promptly be exchanged in whole for one or more other Global Securities registered in the name of the successor
Depositary, whereupon such designated successor shall be the Depositary for such successor Global Security or Global Securities and the provisions of this paragraph and of Clauses (1), (3) and (4) of Section 3.05 of the 2008 Indenture
shall continue to apply thereto. 
  
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	 	9.	Governing Law. 

 This Security and the 2008 Indenture shall be
governed by and construed in accordance with the laws of the State of New York. 
  

	 	10.	Terms Defined in the 2008 Indenture. 

 All terms used in this
Security which are defined in the 2008 Indenture but not otherwise defined herein shall have the meanings assigned to them in the 2008 Indenture. 
  

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 ASSIGNMENT 

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

  
  

 
 PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE 
  

			
	     

 
	  	

  
  

 
  

(Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) 

 
  

the attached Security and all rights thereunder, and hereby irrevocably constitutes and appoints 

 
  

 
 to transfer said Security on the books of the
Company, with full power of substitution in the premises. 
  

					
	 Date:                     

 
 Signature Guaranteed

 
  

NOTICE: Signature must be Medallion
 Signature Guaranteed.

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



  
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