Common use of Foreign Account Tax Compliance Act Clause in Contracts

Foreign Account Tax Compliance Act. Payments on the Notes will be subject in all cases to any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or described in any agreement between any jurisdiction and the United States relating to the foreign account provisions of the U.S. Hiring Incentives to Restore Employment Act of 2010, or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any agreements, law, regulation or other official guidance implementing an intergovernmental agreement or other intergovernmental approach thereto (collectively, “FATCA”). Whenever in this Note there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, this Note, such mention shall be deemed to include mention of the payment of Additional Amounts as provided above to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms hereof, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention in not made. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture. 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) (Minor) Under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (check one box below): 1) o has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or 2) o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Company or subsidiary thereof; or (2) o under a registration statement that has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”); or (3) o for so long as the Notes are eligible for resale under Rule 144A, to a person seller reasonably believes is a qualified institutional buyer under Rule 144A of the Securities Act that is purchasing for its own account or the account of another qualified buyer that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A; or (4) o through offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act; or (5) o under any other available exemption from the registration requirements of the Securities Act.

Foreign Account Tax Compliance Act. Payments on the Notes will be subject in all cases to any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or described in any agreement between any jurisdiction and the United States relating to the foreign account provisions of the U.S. Hiring Incentives to Restore Employment Act of 2010, or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any agreements, law, regulation or other official guidance implementing an intergovernmental agreement or other intergovernmental approach thereto (collectively, “FATCA”). Whenever in this Note there is mentioned, in any context, the payment of the principal of or any premiumPrincipal of, interest or any other amounts on, or in respect of, this Note, such mention shall be deemed to include mention of the payment of Additional Amounts as provided above to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms hereof, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention in is not made. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture. 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) (Minor) Under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. This certificate relates to $ principal amount of the Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (check one box below): 1) o has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or 2) o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Company or subsidiary thereof; or (2) o under a registration statement that has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”); or (3) o for so long as the Notes are eligible for resale under Rule 144A, to a person seller reasonably believes is a qualified institutional buyer under Rule 144A of the Securities Act that is purchasing for its own account or the account of another qualified buyer that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A; or (4) o through offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act; or (5) o under any other available exemption from the registration requirements of the Securities Act.

Foreign Account Tax Compliance Act. Payments on the Notes will be subject in all cases to any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or described in any agreement between any jurisdiction and the United States relating to the foreign account provisions of the U.S. Hiring Incentives to Restore Employment Act of 2010, or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any agreements, law, regulation or other official guidance implementing an intergovernmental agreement or other intergovernmental approach thereto (collectively, “FATCA”). Whenever in this Note there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, this Note, such mention shall be deemed to include mention of the payment of Additional Amounts as provided above to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms hereof, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention in not made. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture. 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) (Minor) Under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (check one box below): 1) o has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or 2) o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Company or subsidiary thereof; or (2) o under a registration statement that has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”); or (3) o for so long as the Notes are eligible for resale under Rule 144A, to a person seller reasonably believes is a qualified institutional buyer under Rule 144A of the Securities Act that is purchasing for its own account or the account of another qualified buyer that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A; or (4) o through offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act; or (5) o under any other available exemption from the registration requirements of the Securities Act.

Foreign Account Tax Compliance Act. Payments on the Notes will be subject in all cases to any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or described in any agreement between any jurisdiction and the United States relating to the foreign account provisions of the U.S. Hiring Incentives to Restore Employment Act of 2010, or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any agreements, law, regulation or other official guidance implementing an intergovernmental agreement or other intergovernmental approach thereto (collectively, “FATCA”). Whenever in this Note there is mentioned, in any context, the payment of the principal of or any premiumPrincipal of, interest or any other amounts on, or in respect of, this Note, such mention shall be deemed to include mention of the payment of Additional Amounts as provided above to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms hereof, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention in is not made. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture. 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) (Minor) Under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. This certificate relates to $ principal amount of the Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (check one box below): 1) o has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or 2) o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Company or subsidiary thereof; or (2) o under a registration statement that has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”); or (3) o for so long as the Notes are eligible for resale under Rule 144A, to a person seller reasonably believes is a qualified institutional buyer under Rule 144A of the Securities Act that is purchasing for its own account or the account of another qualified buyer that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A; or (4) o through offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act; or (5) o under any other available exemption from the registration requirements of the Securities Act.

Foreign Account Tax Compliance Act. Payments Sections 1471 through 1474 of the Code ("FATCA") impose a new reporting regime and a 30% withholding tax with respect to certain payments to any non-U.S. financial institution (a "foreign financial institution," or "FFI" (as defined by FATCA)) that does not become a "Participating FFI" by entering into an agreement with the IRS to, among other things, provide the IRS with certain information in respect of its account holders and investors or is not otherwise exempt from or in deemed compliance with FATCA. This withholding regime will apply to "foreign passthru payments" (a term not yet defined) no earlier than January 1, 2017. In the case of "foreign passthru payments," this withholding would potentially apply to payments in respect of any Notes that are not "grandfathered obligations." A grandfathered obligation includes any obligation that is executed on or before the date that is six months after the date on which final U.S. Treasury regulations defining the term foreign passthru payment are filed with the Federal Register, and such obligation is not materially modified after such date. If any Notes are treated as grandfathered obligations, and additional Notes of the same series issued later in time are not treated as grandfathered obligations, there may be negative consequences for the existing earlier issued Notes, including a negative impact on market price. The United States and a number of other jurisdictions have entered into intergovernmental agreements to facilitate the implementation of FATCA (each, an "IGA"). Pursuant to FATCA and the "Model 1" and “Model 2" IGAs released by the United States, an FFI in an IGA signatory country could be treated as a "Reporting FI" not subject to withholding under FATCA on any payments it receives. Further, an FFI in a Model 1 IGA jurisdiction generally would not be required to withhold under FATCA or an IGA (or any law implementing an IGA) (any such withholding being: "FATCA Withholding") from payments it makes. Under each Model IGA, a Reporting FI would still be required to report certain information in respect of its account holders and investors to its home government or to the IRS. The United States and Canada have entered into an agreement (a "US-Canada IGA") based largely on the Model 1 IGA. We are treated as a Reporting FI pursuant to the US-Canada IGA, and we do not anticipate that we will be obligated to deduct any FATCA Withholding on payments made in respect of the Notes. There can be no assurance, however, that we will continue to be treated as a Reporting FI, or that, in the future, we would not be required to deduct FATCA Withholding from payments made in respect of the Notes. Accordingly, we and financial institutions through which payments on the Notes will are made may be subject required to withhold FATCA Withholding if any FFI through or to which payment on such Notes is made is not a Participating FFI, a Reporting FI, or otherwise exempt from or in all cases deemed compliance with FATCA. If an amount in respect of FATCA withholding were to be deducted or withheld from interest, principal or other payments made in respect of the Notes, neither the Bank nor any withholding paying agent nor any other person would be required to pay additional amounts as a result of the deduction or deduction required pursuant to an agreement described withholding. As a result, investors may receive less interest or principal than expected. The U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), imposes certain requirements on “employee benefit plans” (as defined in Section 1471(b3(3) of ERISA) subject to ERISA, including entities such as collective investment funds and separate accounts whose underlying assets include the assets of such plans (collectively, “ERISA Plans”) and on those persons who are fiduciaries with respect to ERISA Plans. Each fiduciary of an ERISA Plan should consider the fiduciary standards of XXXXX in the context of the plan’s particular circumstances before authorizing an investment in the Notes. Accordingly, among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the plan. Section 406 of ERISA and Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or described in any agreement between any jurisdiction which are among the ERISA and Code fiduciary provisions governing plans, prohibit certain transactions involving the United States relating assets of an ERISA Plan (as well as those plans that are not subject to the foreign account provisions of the U.S. Hiring Incentives ERISA but which are subject to Restore Employment Act of 2010, or otherwise imposed pursuant to Sections 1471 through 1474 Section 4975 of the Code, such as individual retirement accounts (together with ERISA Plans, “Plans”)) and certain persons (referred to as “parties in interest” or “disqualified persons”) having certain relationships to such Plans, unless a statutory or administrative exemption is applicable to the transaction. Prohibited transactions within the meaning of Section 406 of ERISA or Section 4975 of the Code may arise if any Notes are acquired by a Plan with respect to which any of the Bank, the Guarantor, the Trustee, the Agents or any of their respective affiliates are a party in interest or a disqualified person. A violation of these prohibited transaction rules could result in an excise tax or other liabilities under ERISA and/or Section 4975 for such persons. Certain exemptions from the prohibited transaction provisions of Section 406 of ERISA and Section 4975 of the Code may be applicable, however, depending in part on the type of Plan fiduciary making the decision to acquire Notes and the circumstances under which such decision is made. Those exemptions include prohibited transaction class exemption (“PTCE”) 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts), PTCE 84-14 (for certain transactions determined by independent qualified asset managers). In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code provide statutory exemptive relief for certain arm’s-length transactions with a person that is a party in interest solely by reason of providing services to Plans or being an affiliate of such a service provider (the “Service Provider Exemption”). The Service Provider Exemption is generally applicable for otherwise-prohibited transactions between a Plan and a person or entity that is a party in interest or disqualified person with respect to such Plan solely by reason of providing services to the Plan (other than a party in interest that is a fiduciary, or its affiliate, that has or exercises discretionary authority or control or renders investment advice with respect to the assets of the Plan involved in the transaction), provided, that there is “adequate consideration” for the transaction. Any Plan fiduciary relying on the Service Provider Exemption and purchasing the Notes on behalf of a Plan must initially make a determination that (x) the Plan is paying no more than, and is receiving no less than, “adequate consideration” in connection with the transaction and (y) neither the Bank, the Guarantor, the Trustee, the Agents or any of their respective affiliates directly or indirectly exercises any discretionary authority or control or renders investment advice with respect to the assets of the Plan which such fiduciary is using to purchase, both of which are necessary preconditions to reliance on the Service Provider Exemption. If the Bank, the Guarantor, the Trustee, the Agents nor any of their respective affiliates provides fiduciary investment management services with respect to a Plan’s acquisition of Notes, the Service Provider Exemption may not be available, and in that case, other exemptive relief would be required as precondition for purchasing the Notes. If the Notes are traded on a generally-recognized market, the adequate consideration determination is based on the prevailing price for the Notes on the relevant national exchange or, in the case of Notes not traded on a national securities exchange, the current independently-quoted offering price, in both instances taking into account the size of the transaction and the marketability of the Notes. If the Notes are not traded on a generally-recognized market, the adequate consideration determination is to be made by the fiduciary in good faith in accordance with regulations to be issued by the U.S. Department of Labor. Any Plan fiduciary considering reliance on the Service Provider Exemption is encouraged to consult with counsel regarding the availability of the exemption. There can be no assurance that any exemption will be available with respect to any particular transaction involving the Notes, or agreements thereunderthat, official interpretations thereofif an exemption is available, it will cover all aspects of any particular transaction. Governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) and other U.S. or non-U.S. plans (as described in Section 4(b)(4) of ERISA), while not subject to the fiduciary responsibility provisions of ERISA or the provisions of Section 4975 of the Code, may nevertheless be subject to local, state, other federal or non-U.S. laws that are substantially similar to ERISA and the Code. Fiduciaries of any such plans should consult with their counsel before purchasing any Notes. Because the Bank, the Guarantor, the Trustee, the Agents, or any agreements, law, regulation or other official guidance implementing an intergovernmental agreement or other intergovernmental approach thereto (collectively, “FATCA”). Whenever of their respective affiliates may be considered a party in this Note there is mentioned, in any contextinterest with respect to many ERISA Plans, the payment Notes may not be purchased, held or disposed of by any ERISA Plan, unless such purchase, holding or disposition is eligible for exemptive relief, including relief available under PTCE 96-23, 95-60, 91-38, 90-1, or 84-14 or the Service Provider Exemption, or such purchase, holding or disposition is otherwise not prohibited. By its purchase of any Notes (or any interest in a Note), each purchaser (whether in the case of the principal of or any premium, interest or any other amounts on, initial purchase or in respect of, this Note, such mention shall the case of a subsequent transferee) will be deemed to include mention of the payment of Additional Amounts as provided above to the extent that, have represented and agreed in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms hereof, its fiduciary and express mention of the payment of Additional Amounts in any provision hereof shall corporate capacity that either (i) it is not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention in not made. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture. 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) (Minor) Under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (check one box below): 1) o has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or 2) o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Company or subsidiary thereof; or (2) o under a registration statement that has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”); or (3) o for so long as it holds a Note (or any interest therein) will not be a Plan, an entity whose underlying assets include the Notes are eligible for resale under Rule 144Aassets of any such Plan (a “Plan Asset Entity”), to or a person seller reasonably believes is a qualified institutional buyer under Rule 144A of the Securities Act that is purchasing for its own account or the account of another qualified buyer that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A; or (4) o through offers and sales to governmental, church, non-U.S. persons or other employee benefit plan which is subject to any U.S. federal, state, local or non-U.S. law, that occur outside is substantially similar to the United States within the meaning provisions of Regulation S under the Securities Act; or (5) o under any other available exemption from the registration requirements Section 406 of ERISA or Section 4975 of the Securities Act.Code, or (ii) its acquisition, holding and disposition of the Notes will not constitute or result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or, in the case of such a governmental or other employee benefit plan, any such substantially similar U.S. federal, state, local or non-U.S. law for which an exemption is not available. In addition, any purchaser that is a Plan or Plan Asset Entity or that is acquiring the Notes on behalf of a Plan or a Plan Asset Entity, including any fiduciary purchasing on behalf of a Plan or Plan Asset Entity, will be deemed to have represented, in its corporate and its fiduciary capacity, by its purchase and holding of the Notes that

Foreign Account Tax Compliance Act. Payments on the Notes will be subject in all cases to any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), or described in any agreement between any jurisdiction and the United States relating to the foreign account provisions of the U.S. Hiring Incentives to Restore Employment Act of 2010, or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any agreements, law, regulation or other official guidance implementing an intergovernmental agreement or other intergovernmental approach thereto (collectively, “FATCA”). Whenever in this Note there is mentioned, in any context, the payment of the principal of or any premiumPrincipal of, interest or any other amounts on, or in respect of, this Note, such mention shall be deemed to include mention of the payment of Additional Amounts as provided above to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms hereof, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention in is not made. All terms used in this Note which are defined in the Indenture and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture. 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) (Minor) Under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. This certificate relates to $ principal amount of the Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (check one box below): 1) o has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or 2) o has requested the Trustee by written order to exchange or register the transfer of a Note or Notes. In connection with any transfer of any of the Notes evidenced by this certificate, the undersigned confirms that such Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o to the Company or subsidiary thereof; or (2) o under a registration statement that has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”); or (3) o for so long as the Notes are eligible for resale under Rule 144A, to a person seller reasonably believes is a qualified institutional buyer under Rule 144A of the Securities Act that is purchasing for its own account or the account of another qualified buyer that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that the transfer is being made in reliance on Rule 144A; or (4) o through offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act; or (5) o under any other available exemption from the registration requirements of the Securities Act.

Foreign Account Tax Compliance Act. Payments Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or “FATCA”) to certain types of payments made to “foreign financial institutions” (as defined in the Code) and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on payments of U.S. source interest on debt instruments (including, for this purpose, any accrued OID) or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of debt instruments which can produce U.S. source interest or certain “passthru payments” made to a “foreign financial institution” (as defined in the Code) or a “non-financial foreign entity” (as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of U.S. source interest on a Note. While withholding under FATCA would have applied also to payments of gross proceeds in certain circumstances, recently proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in the Notes. In the event any withholding under FATCA is imposed with respect to any payments on the Notes Notes, there generally will be subject no additional amounts payable to compensate for the withheld amount. Other information presented in all cases the Preliminary Offering Memorandum is deemed to any withholding have changed to the extent affected by the changes described herein. Any disclaimer or deduction required pursuant other notice that may appear below is not applicable to an agreement described in Section 1471(b) this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. ___________, 2020 X.X. Xxxxxx Securities LLC c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 As Representative of the U.S. Internal Revenue Code several Purchasers named in Schedule I of 1986, as amended the Purchase Agreement Reference is hereby made to that purchase agreement (the “CodePurchase Agreement”) dated May 8, 2020 among Venator Finance S.à x.x., a private limited liability company (société à responsabilité limitée) (“Venator Finance”) incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”), or described in any agreement between any jurisdiction having its registered office at 0-00 xxxxxx xx xx Xxxx, X-0000 Xxxxxxxxxx, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (R.C.S. Luxembourg) under number B215641 and Venator Materials LLC, a Delaware limited liability company (“Venator LLC” and, together with Venator Finance, the “Issuers”), and the United States Representative relating to the foreign account provisions issuance and sale to the Purchasers of $225,000,000 in aggregate principal amount of the U.S. Hiring Incentives to Restore Employment Act of 2010, or otherwise imposed pursuant to Sections 1471 through 1474 of Issuers’ 9.500% Senior Secured Notes due 2025 (the Code, any regulations or agreements thereunder, official interpretations thereof, or any agreements, law, regulation or other official guidance implementing an intergovernmental agreement or other intergovernmental approach thereto (collectively, “FATCANotes”). Whenever in this Note there is mentioned, in any context, the payment of the principal of or any premium, interest or any other amounts on, or in respect of, this Note, such mention shall be deemed to include mention of the payment of Additional Amounts as provided above to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the terms hereof, and express mention of the payment of Additional Amounts in any provision hereof shall not be construed as excluding the payment of Additional Amounts in those provisions hereof where such express mention in not made. All Capitalized terms used in this Note which are defined in the Indenture herein and not otherwise defined herein shall have the respective meanings assigned ascribed to them such terms in the Indenture. 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) (Minor) Under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. This certificate relates to $ principal amount of Notes held in (check applicable space) book-entry or definitive form by the undersigned. The undersigned (check one box below): 1) o has requested the Trustee by written order to deliver in exchange for its beneficial interest in a Global Note held by the Depositary a Note or Notes in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above) in accordance with the Indenture; or 2) o has requested the Trustee by written order to exchange or register the transfer of a Note or NotesPurchase Agreement. In connection with any transfer of any the occurrence of the Notes evidenced by this certificateapplicable Post-Closing Date, the undersigned confirms that such have guaranteed the Notes are being transferred in accordance with its terms: CHECK ONE BOX BELOW (1) o pursuant to the Company or subsidiary thereof; or (2) o under a registration statement that has been declared effective under the Securities Act of 1933, as amended (the “Securities Act”); or (3) o for so long as the Notes are eligible for resale under Rule 144A, to a person seller reasonably believes is a qualified institutional buyer under Rule 144A of the Securities Act that is purchasing for its own account or the account of another qualified buyer that is purchasing for its own account or for the account of another qualified institutional buyer and to whom notice is given that the transfer Post-Closing Supplemental Indenture. This Accession Agreement is being made in reliance executed and delivered by the undersigned on Rule 144A; or (4) o through offers and sales to nonthe applicable Post-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act; or (5) o under any other available exemption from the registration requirements of the Securities ActClosing Date.