Common use of Registered Notes Clause in Contracts

Registered Notes. The Company shall cause to be kept at its principal office a register for the registration and transfer of the Notes and the Company will register or transfer or cause to be registered or transferred as hereinafter provided any Note issued pursuant to this Agreement, PROVIDED that nothing in this SECTION 9.1 shall be construed to require the Company to register the Notes under the Securities Act or the United States Securities Exchange Act of 1934, as amended. At any time and from time to time the registered Holder holding any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder or its attorney duly authorized in writing. Any transferee of a Note shall, by its acceptance of such Note, be deemed to have made the same representations to the Company regarding the purchase of the Note as the original Purchaser made pursuant to SECTION 2.3; PROVIDED, HOWEVER, that with respect to the representation made in the third sentence of SECTION 2.3, such transferee will not be deemed to have chosen the options set forth in SECTION 2.3(b), (c), (d) or (f) unless such transferee shall have made the disclosures referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to its acceptance of such Note written confirmation from the Company to the effect set forth in the first sentence of Paragraph 20 of Exhibit B-1 hereto. The Company shall exercise such reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED THAT, if the Company shall not respond within 10 Business Days following receipt of any such disclosure, it shall be deemed to have made such confirmation. The Person in whose name any registered Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any registered Note shall be made to or upon the written order of such registered Holder.

Registered Notes. The Company Notwithstanding any provision in this Agreement to ---------------- the contrary, any Lender that is not a U.S. Person and is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code (a "Portfolio Debt Lender") --------------------- shall cause request the Borrower (through the Agent), and the Borrower agrees thereupon, to record on the Tax Register any Loans held by such Lender under this Agreement. Loans recorded on the Tax Register ("Registered Loans") must be kept at its principal office a register for ---------------- evidenced by Registered Notes as defined below and, upon the registration and transfer of any Loan, any promissory note (other than a Registered Note) evidencing the Notes and the Company will register or transfer or cause to be registered or transferred as hereinafter provided any Note issued pursuant to this Agreement, PROVIDED that nothing in this SECTION 9.1 same shall be construed null and void and shall be returned to require the Company Borrower. The Borrower agrees to register execute and deliver to each Lender that is the Notes under the Securities Act holder of Registered Loans a Revolving Note, Term A Note, Term B Note or the United States Securities Exchange Act of 1934Incremental Note, as amended. At any time and from time applicable, in registered form to time evidence each such Registered Loan (i.e., containing the registered Holder holding any Note which has been duly note language as indicated in Exhibits ▇-▇, ▇-▇, ▇-▇ or A-4 hereto, as applicable) and registered as hereinabove provided in Section 9.6(e) (a "Registered Note"). A Loan once recorded on the Tax Register may not be removed --------------- from the Tax Register so long as it remains outstanding and a Registered Note may not be exchanged for a promissory note that is not a Registered Note. Notwithstanding the foregoing, a Lender which is a holder of Registered Loans may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed Registered Loans to any Lender permitted by this Agreement (whether or accompanied by not such Lender is a written instrument of transfer duly executed by the registered Holder or its attorney duly authorized in writing. Any transferee of a Note shall, by its acceptance of such Note, be deemed to have made the same representations to the Company regarding the purchase of the Note as the original Purchaser made pursuant to SECTION 2.3; PROVIDED, HOWEVER, that with respect to the representation made in the third sentence of SECTION 2.3, such transferee will not be deemed to have chosen the options set forth in SECTION 2.3(bPortfolio Debt Lender), (c), (d) or (f) unless although the Loans so transferred shall remain Registered Loans and the Notes evidencing such transferee Loans shall have made the disclosures referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to its acceptance of such Note written confirmation from the Company to the effect set forth in the first sentence of Paragraph 20 of Exhibit B-1 hereto. The Company shall exercise such reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED THAT, if the Company shall not respond within 10 Business Days following receipt of any such disclosure, it shall be deemed to have made such confirmation. The Person in whose name any registered Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any registered Note shall be made to or upon the written order of such registered Holderremain Registered Notes.

Registered Notes. The Company shall cause (a) Any Non-U.S. Lender that could become completely exempt from withholding of any taxes in respect of payment of any interest due to such Non-U.S. Lender under this Agreement if the Notes held by such Lender were in registered form for United States federal income tax purposes may request Borrower (through the Agent), and Borrower agrees (i) to exchange for any Notes held by such Lender, or (ii) to issue to such Lender by the date it becomes a Lender, promissory note(s) registered as provided in clause (b) of this Section 10.4 (each, a "Registered Note," to be kept at its principal office a register in substantially the form of Exhibit A-1 hereto, as applicable). Registered Notes may not be exchanged for the registration and transfer of the Notes and the Company will register or transfer that are not Registered Notes. (b) Borrower shall maintain, or cause to be maintained, a register (the "Register") which, at the request of Borrower, shall be kept at no extra charge to Borrower by the Agent, acting for this purpose solely as agent of Borrower, at the address to which notices to the Agent are to be sent hereunder, on which it enters the name of the registered owner of each Loan evidenced by a Registered Note. (c) A Registered Note and the Loan evidenced thereby may be assigned or otherwise transferred as hereinafter provided any Note issued in whole or in part pursuant to this Agreement, PROVIDED that nothing in this SECTION 9.1 Section 10.3 only by registration of such assignment or transfer of such Registered Note and the Loan evidenced thereby on the Register (and each Registered Note shall expressly so provide). Any assignment or transfer of all or part of a Loan and the Registered Note evidencing the same shall be construed to require recorded on the Company to register the Notes under the Securities Act or the United States Securities Exchange Act of 1934, as amended. At any time and from time to time the registered Holder holding any Note which has been duly registered as hereinabove provided may transfer such Note Register only upon surrender thereof at the principal office for registration of assignment or transfer of the Company Registered Note evidencing such Loan; duly endorsed by (or accompanied by a written instrument of assignment or transfer duly executed by by) the registered Holder or its attorney duly authorized in writing. Any transferee of a Note shall, by its acceptance holder of such Note, be deemed to have made Registered Note and thereupon one or more new Registered Notes in the same representations aggregate principal amount shall be issued to the Company regarding the purchase of the Note as the original Purchaser made pursuant to SECTION 2.3; PROVIDEDand, HOWEVERif applicable, that with respect to the representation made assignor Lender. The entries in the third sentence of SECTION 2.3, such transferee will not be deemed to have chosen the options set forth in SECTION 2.3(b), (c), (d) or (f) unless such transferee shall have made the disclosures referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to its acceptance of such Note written confirmation from the Company to the effect set forth in the first sentence of Paragraph 20 of Exhibit B-1 hereto. The Company shall exercise such reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED THAT, if the Company shall not respond within 10 Business Days following receipt of any such disclosure, it Register shall be deemed to have made such confirmation. The conclusive and Borrower, the Agent, and the Lenders shall treat the Person in whose name any such Loan(s) and the Registered Notes(s) evidencing the same are registered Note shall be registered shall be deemed and treated as the owner and Holder thereof for the purpose of receiving all purposes of this Agreementpayments thereon and for all other purposes, notwithstanding any notice to the contrary. Payment of or on account of the principal, premium, if any, and interest on any registered Note The Register shall be made to or available for inspection by Borrower and any Lender at any reasonable time upon the written order of such registered Holderreasonable prior notice.

Registered Notes. The Company will (i) for so long as any Notes are represented by Global Registered Notes, deliver any notice to redeem Registered Notes and all other communications to Holders of Registered Notes shall cause (except to be kept at its principal office a register the extent otherwise expressly provided in the applicable Pricing Supplement) to the Depositary, for the registration purpose of delivery to the relevant clearing system for further communication to their entitled account holders; (ii) for so long as any Notes are listed for trading on the TACT Institutional, publish such notice and transfer all other communications to Holders of Registered Notes through the newswire service of Bloomberg, or if Bloomberg does not then operate, any similar agency; and (iii) for so long as any Notes are listed for trading on the TACT Institutional and to the extent and in the manner permitted by the Applicable Procedures, post such notice and all other communications to Holders of Registered Notes on the official website of the Notes and TASE (▇▇▇▇://▇▇▇▇.▇▇▇▇.▇▇.▇▇ or any successor website thereto). Notwithstanding (i) – (iii) above, so long as the Company will register is obligated to file annual, quarterly, and periodic reports with an Israeli or transfer other exchange on which any of its securities are listed for trading or cause to be registered securities regulatory authority in Israel or transferred as hereinafter provided any Note issued pursuant to this Agreement, PROVIDED that nothing in this SECTION 9.1 shall be construed to require the Company to register the Notes under the Securities Act or the United States Securities Exchange Act of 1934, as amended. At any time and from time to time the registered Holder holding any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder or its attorney duly authorized in writing. Any transferee of a Note shall, by its acceptance of such Note, be deemed to have made the same representations to the Company regarding the purchase of the Note as the original Purchaser made pursuant to SECTION 2.3; PROVIDED, HOWEVER, that elsewhere with authority with respect to the representation made Company, and complies with such obligations by filing such reports in the third sentence of SECTION 2.3English or provides an English translation thereof, such transferee will not be deemed to have chosen the options set forth in SECTION 2.3(b), (c), (d) or (f) unless such transferee shall have made the disclosures referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to its acceptance of such Note written confirmation from the Company to the effect set forth in the first sentence of Paragraph 20 of Exhibit B-1 hereto. The Company shall exercise such reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED THAT, if the Company shall not respond within 10 Business Days be required to deliver the Reports and Notifications, as defined in Condition 3(f), following receipt of any the procedures set forth in this Condition 14(a)(ii). If publication as provided above is not practicable, notice will be given in such disclosure, it other manner and shall be deemed to have made been given on such confirmationdate, in writing and sent first class postage pre-paid, and shall be addressed to such Holders at their respective addresses appearing in the Note Register maintained pursuant to the Fiscal Agency Agreement. In the case of Definitive Registered Notes, notices will be mailed to Holders at their respective addresses as they appear on the records of the applicable Registrar. The Person Fiscal Agent shall furnish notices to Holders pursuant to Condition 5(d) and Condition 13 by publishing such notices on the TACT Institutional System; provided, that if such publication is not practicable, notices will be mailed to the Holders at their respective addresses as they appear on the records of the applicable Registrar. Neither the failure to give notice nor any defect in whose name any registered notice given to any particular Holder of a Note shall be registered shall be deemed and treated as affect the owner and Holder thereof for all purposes sufficiency of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any registered Note shall be made notice with respect to or upon the written order of such registered Holderother Notes.

Registered Notes. The Company shall cause to be kept at its principal office a register for the registration and transfer of the Notes and the Company will register or transfer or cause to be registered or transferred as hereinafter provided any Note issued pursuant to this Agreement, PROVIDED that nothing in this SECTION Section 9.1 shall be construed to require the Company to register the Notes under the Securities Act or the United States Securities Exchange Act of 1934, as amended. At any time and from time to time the registered Holder holding any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder or its attorney duly authorized in writing. Any transferee of a Note shall, by its acceptance of such Note, be deemed to have made the same representations to the Company regarding the purchase of the Note as the original Purchaser made pursuant to SECTION Section 2.3; PROVIDED, HOWEVER, that with respect to the representation made in the third sentence of SECTION Section 2.3, such transferee will not be deemed to have chosen the options set forth in SECTION Section 2.3(b), (c), (d) or (f) unless such transferee shall have made the disclosures referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to its acceptance of such Note written confirmation from the Company to the effect set forth in the first sentence of Paragraph 20 of Exhibit B-1 hereto. The Company shall exercise such reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED THAT, if the Company shall not respond within 10 Business Days following receipt of any such disclosure, it shall be deemed to have made such confirmation. The Person in whose name any registered Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any registered Note shall be made to or upon the written order of such registered Holder.

Registered Notes. Agent agrees to record each Term Loan on the Register referred to in Section 11.2(g), provided that the Lenders and Loan Parties consent to Agent relying on the certificate from Administrative Borrower regarding the amount and owners of the initial Term Loans for purposes of establishing the Register on the Closing Date. Each Term Loan recorded on the Register may not be evidenced by promissory notes other than Registered Notes (as defined below), provided, however, any Lender may elect not to receive and hold a physical note in which case such Term Loan shall be evidenced by the records of such Lender and the register maintained by the Agent. The Company accounts or records maintained by the Agent and each Lender shall cause be conclusive absent manifest error of the principal amount of the Term Loans made by the Lenders to be kept at its principal office a register for the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender, Agent or Administrative Borrower and accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control absent manifest error. Upon the registration and transfer of each Term Loan, the Notes Borrowers agree to execute and the Company will register or transfer or cause Agent agrees to be registered or transferred as hereinafter provided any Note issued pursuant authenticate and deliver to such Lender a note, in conformity with the terms of this Agreement, PROVIDED that nothing in this SECTION 9.1 shall be construed registered form to require evidence such Registered Loan, substantially in the Company to register the Notes under the Securities Act or the United States Securities Exchange Act of 1934form attached hereto as Exhibit B, as amended. At any time and from time to time the registered Holder holding any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at in Section 11.2(g) (a "Registered Note"), payable to the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder or its attorney duly authorized in writing. Any transferee of a Note shall, by its acceptance order of such Note, be deemed to have made the same representations to the Company regarding the purchase of the Note as the original Purchaser made pursuant to SECTION 2.3; PROVIDED, HOWEVER, Lender and otherwise duly completed (provided that with respect to an Eligible Assignee a note shall only be issued upon the representation made in request of such Eligible Assignee). The Registered Notes shall have endorsed thereon the third sentence legends as set forth on the form attached as Exhibit B, including language stating that such Registered Note is subject to the terms and conditions of SECTION 2.3the Intercreditor Agreement and the Security Agreement, or otherwise based upon the opinion of counsel may have endorsed thereon such transferee will other legends or text, as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any custom, usage or requirement of law with respect thereto. Once recorded on the Register, each Term Loan may not be deemed to have chosen the options set forth in SECTION 2.3(b), (c), (d) or (f) unless such transferee shall have made the disclosures referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to its acceptance of such Note written confirmation removed from the Company to the effect set forth in the first sentence of Paragraph 20 of Exhibit B-1 hereto. The Company shall exercise such reasonable due diligence Register so long as is necessary to respond to any such disclosure, PROVIDED THAT, if the Company shall not respond within 10 Business Days following receipt of any such disclosure, it shall be deemed to have made such confirmation. The Person in whose name any registered Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if anythey remain outstanding, and interest on any registered a Registered Note shall may not be made to or upon the written order of such registered Holderexchanged for a note that is not a Registered Note.

Registered Notes. The (a) A Global Note deposited with the Depositary or with the Trustee as Notes Custodian for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Registered Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 hereof and (i) the Depositary notifies the Company shall cause that it is unwilling or unable to continue as Depositary for such Global Note and the Depositary fails to appoint a successor depositary or if at any time such Depositary ceases to be kept at its principal office a register for “clearing agency” registered under the registration Exchange Act, in either case, and transfer of the Notes and a successor depositary is not appointed by the Company will register within 90 days of such notice, or transfer (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Registered Notes under this Indenture. (b) Any Global Note that is transferable to be registered or transferred as hereinafter provided any Note issued the beneficial owners thereof pursuant to this AgreementSection 2.3 shall be surrendered by the Depositary to the Trustee located at its Corporate Trust Office in New York City, PROVIDED to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 principal amount and any greater integral multiple of $1,000 thereof and registered in such names as the Depositary shall direct. Any Registered Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.2(e) hereof, bear the applicable restricted notes legend and certificated notes legend set forth in Section 2.2(e) hereof. (c) Subject to the provisions of Section 2.3(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that nothing may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of one of the events specified in Section 2.3(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of Registered Notes in certificated, fully registered form without interest coupons. In the event that such Registered Notes are not issued, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 5.07 of this Indenture, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Registered Notes had been issued. HSBC Bank USA, National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Terex Corporation 5.625% Senior Notes Due 2025 (the “Notes”) issued under the Indenture (the “Indenture”) dated as of January 31, 2017 relating to the Notes Ladies and Gentlemen: Terms are used in this SECTION 9.1 shall be construed to require the Company to register the Notes Certificate as used in Regulation S (“Regulation S”) under the Securities Act or of 1933, as amended (the “Securities Act”), except as otherwise stated herein. ☐ A. This Certificate relates to our proposed transfer of $ principal amount of the Notes issued under the Indenture. We hereby certify as follows: 1. The offer and sale of the Notes was not and will not be made to a person in the United States Securities Exchange Act (unless such person is excluded from the definition of 1934, as amended. At any time and from time to time the registered Holder holding any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder or its attorney duly authorized in writing. Any transferee of a Note shall, by its acceptance of such Note, be deemed to have made the same representations to the Company regarding the purchase of the Note as the original Purchaser made “U.S. person” pursuant to SECTION 2.3; PROVIDED, HOWEVER, that with respect Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the representation made circumstances described in the third sentence of SECTION 2.3, Rule 902(h)(3)) and such transferee offer and sale was not and will not be deemed to have chosen the options set forth in SECTION 2.3(b), (c), (d) or (f) unless such transferee shall have made the disclosures referred to therein specifically targeted at least ten Business Days prior to its acceptance an identifiable group of such Note and shall have received prior to its acceptance of such Note written confirmation from the Company to the effect set forth in the first sentence of Paragraph 20 of Exhibit B-1 hereto. The Company shall exercise such reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED THAT, if the Company shall not respond within 10 Business Days following receipt of any such disclosure, it shall be deemed to have made such confirmation. The Person in whose name any registered Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any registered Note shall be made to or upon the written order of such registered Holder.U.S.

Registered Notes. The (a) A Global Note deposited with the Depositary or with the Trustee as Notes Custodian for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Registered Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 hereof and (i) the Depositary notifies the Company shall cause that it is unwilling or unable to continue as Depositary for such Global Note and the Depositary fails to appoint a successor depositary or if at any time such Depositary ceases to be kept at its principal office a register for “clearing agency” registered under the registration Exchange Act, in either case, and transfer of the Notes and a successor depositary is not appointed by the Company will register within 90 days of such notice, or transfer (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Registered Notes under this Indenture. (b) Any Global Note that is transferable to be registered or transferred as hereinafter provided any Note issued the beneficial owners thereof pursuant to this Agreement, PROVIDED that nothing in this SECTION 9.1 Section 2.3 shall be construed surrendered by the Depositary to require the Company Trustee located at its Corporate Trust Office in New York City, to register the Notes under the Securities Act be so transferred, in whole or the United States Securities Exchange Act of 1934, as amended. At any time and from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 principal amount and any greater integral multiple of $1,000 thereof and registered in such names as the Depositary shall direct. Any Registered Note delivered in exchange for an interest in a Global Note shall, except as otherwise provided by Section 2.2(e) hereof, bear the applicable restricted notes legend and certificated notes legend set forth in Section 2.2(e) hereof. (c) Subject to the provisions of Section 2.3(b) hereof, the registered Holder holding of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of one of the events specified in Section 2.3(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of Registered Notes in certificated, fully registered form without interest coupons. In the event that such Registered Notes are not issued, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 5.07 of this Indenture, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Registered Notes had been issued. No. $ [If Regulation 144A Global Note CUSIP 880779 BB8 Terex Corporation, a Delaware corporation (herein called the “Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of $_____ U.S. Dollars on October 15, 2032, at the office or agency of the Company referred to below, and to pay interest thereon from October 8, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly registered as hereinabove provided may transfer such Note upon surrender thereof for, semiannually on April 15 and October 15 of each year, commencing April 15, 2025, at the rate of 6.250% per annum, until the principal hereof is paid or duly provided for, and (to the extent lawful) to pay on demand interest on any overdue interest at the rate borne by the Notes from the date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest, which shall be the April 1 or October 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. In any case where such Interest Payment Date shall not be a Business Day, then (notwithstanding any other provision of the Indenture) payment of such interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Interest Payment Date, and, if such payment is made, no interest shall accrue for the period from and after such Interest Payment Date. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and such Defaulted Interest, and (to the extent lawful) interest on such Defaulted Interest at the rate borne by the Notes, may either be paid to the Person in whose name this Note (or one or more Predecessor Notes) 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 shall be given to Holders of Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest on this Note shall be computed on the basis of a 360-day year of twelve 30-day months. Payment of the principal of (and premium, if any), or interest on this Note will be made at the office or agency of the Company maintained for that purpose, which initially will be the office of the Trustee maintained at 6▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ East, New York, NY 10001, Attention: Transaction Management, Issuer Services, or at such other office or agency of the Company duly endorsed as may be maintained for such purpose, in such coin or accompanied currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that payment of interest may be made at the option of the Company by a written instrument check mailed to the address of the Person entitled thereto as such address shall appear on the Security Register related to this Note or by wire transfer to an account maintained by the payee located inside the United States. Notwithstanding the foregoing, payment of interest in respect of Notes represented by Global Notes shall be made in accordance with procedures required by the Depositary. Reference is hereby made to the further provisions of this Note 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 duly executed by the registered Holder or its attorney duly authorized in writing. Any transferee of a Trustee referred to on the reverse hereof by manual signature, this Note shall, by its acceptance of such Note, be deemed to have made the same representations to the Company regarding the purchase of the Note as the original Purchaser made pursuant to SECTION 2.3; PROVIDED, HOWEVER, that with respect to the representation made in the third sentence of SECTION 2.3, such transferee will shall not be deemed to have chosen the options set forth in SECTION 2.3(b), (c), (d) or (f) unless such transferee shall have made the disclosures referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to its acceptance of such Note written confirmation from the Company to the effect set forth in the first sentence of Paragraph 20 of Exhibit B-1 hereto. The Company shall exercise such reasonable due diligence as is necessary to respond entitled to any such disclosurebenefit under the Indenture, PROVIDED THAT, if the Company shall not respond within 10 Business Days following receipt of or be valid or obligatory for any such disclosure, it shall be deemed to have made such confirmation. The Person in whose name any registered Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any registered Note shall be made to or upon the written order of such registered Holderpurpose.

Registered Notes. The Company shall cause to be kept at (a) Each Lender may maintain in accordance with its principal office a register for usual practice an account or accounts evidencing the registration and transfer Indebtedness of the Notes Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and the Company will register or transfer or cause interest payable and paid to be registered or transferred as hereinafter provided any Note issued pursuant to this Agreement, PROVIDED that nothing in this SECTION 9.1 shall be construed to require the Company to register the Notes under the Securities Act or the United States Securities Exchange Act of 1934, as amended. At any time and such Lender from time to time hereunder. In the registered Holder holding any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office case of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder or its attorney duly authorized in writing. Any transferee Lender that does not request, pursuant to clause (b)(ii) below, execution and delivery of a Note evidencing the -------------- Loans made by such Lender to the Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by its acceptance the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any -------- ------- Lender to maintain such account or accounts shall not limit or otherwise affect any Loan Obligations of the Borrower or any other Obligor. (i) The Borrower hereby designates the Administrative Agent to serve as the Borrower's agent, solely for the purpose of this clause (b), ---------- to maintain a register (the "Register") on which the Administrative Agent -------- will record each Lender's Commitment, the Loans made by each Lender and each repayment in respect of the principal amount of the Loans of each Lender and annexed to which the Administrative Agent shall retain a copy of each Lender Assignment Agreement delivered to the Administrative Agent pursuant to Section 10.11.1. Failure to make any recordation, or any error --------------- in such recordation, shall not affect the Borrower's obligation in respect of such Note, be deemed to have made the same representations to the Company regarding the purchase of the Note as the original Purchaser made pursuant to SECTION 2.3; PROVIDED, HOWEVER, that with respect to the representation made Loans. The entries in the third sentence of SECTION 2.3Register shall be conclusive, such transferee will not be deemed to have chosen the options set forth in SECTION 2.3(b), (c), (d) or (f) unless such transferee shall have made the disclosures referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to its acceptance of such Note written confirmation from the Company to the effect set forth in the first sentence absence of Paragraph 20 of Exhibit B-1 hereto. The Company manifest error, and the Borrower, the Administrative Agent and the Lenders shall exercise such reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED THAT, if the Company shall not respond within 10 Business Days following receipt of any such disclosure, it shall be deemed to have made such confirmation. The treat each Person in whose name any a Loan (and as provided in clause (ii) the Note evidencing such Loan, if any) is registered Note shall be registered shall be deemed and treated as the ----------- owner and Holder thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. Payment A Lender's Commitment and the Loans made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the Register. Any assignment or transfer of a Lender's Commitment or the Loans made pursuant thereto shall be registered in the Register only upon delivery to the Administrative Agent of a Lender Assignment Agreement duly executed by the Assignor thereof. No assignment or transfer of a Lender's Commitment or the Loans made pursuant thereto shall be effective unless such assignment or transfer shall have been recorded in the Register by the Administrative Agent as provided in this Section. (ii) The Borrower agrees that, upon the request to the Administrative Agent by any Lender, the Borrower will execute and deliver to such Lender, as applicable, a Note evidencing the Loans made by such Lender. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the grid attached to such Lender's Notes (or on account any continuation of such grid), which notations, if made, shall evidence, inter alia, the date of the principal, premium, if any----- ---- outstanding principal amount of, and the interest rate and Interest Period applicable to the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with the notations made by the Administrative Agent in the Register, be conclusive and binding on the Borrower absent manifest error; provided, however, that the failure of any Lender to make any such -------- ------- notations shall not limit or otherwise affect any Obligations of the Borrower or any other Obligor. The Loans evidenced by any such Note and interest thereon shall at all times (including after assignment pursuant to --------------- Section 10.11.1) be represented by one or more Notes payable to the order --------------- of the payee named therein and its registered assigns. Subject to the provisions of Section 10.11.1, a Note and the obligation evidenced thereby --------------- may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Note and the obligation evidenced thereby in the Register (and each Note shall expressly so provide). Any assignment or transfer of all or part of an obligation evidenced by a Note shall be made registered in the Register only upon surrender for registration of assignment or transfer of the Note evidencing such obligation, accompanied by a Lender Assignment Agreement duly executed by the assignor thereof, and thereupon, if requested by the assignee, one or more new Notes shall be issued to or upon the written order designated assignee and the old Note shall be returned by the Administrative Agent to the Borrower marked "exchanged." No assignment of such registered Holdera Note and the obligation evidenced thereby shall be effective unless it shall have been recorded in the Register by the Administrative Agent as provided in this Section.

Registered Notes. The (a) A Global Note deposited with the Depositary or with the Trustee as Notes Custodian for the Depositary pursuant to Section 2.1 shall be transferred to the beneficial owners thereof in the form of Registered Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such Global Note, only if such transfer complies with Section 2.2 hereof and (i) the Depositary notifies the Company shall cause that it is unwilling or unable to continue as Depositary for such Global Note and the Depositary fails to appoint a successor depositary or if at any time such Depositary ceases to be kept at its principal office a register for “clearing agency” registered under the registration Exchange Act, in either case, and transfer of the Notes and a successor depositary is not appointed by the Company will register within 90 days of such notice, or transfer (ii) an Event of Default has occurred and is continuing or (iii) the Company, in its sole discretion, notifies the Trustee in writing that it elects to cause the issuance of Registered Notes under this Indenture. (b) Any Global Note that is transferable to be registered or transferred as hereinafter provided any Note issued the beneficial owners thereof pursuant to this AgreementSection 2.3 shall be surrendered by the Depositary to the Trustee located at its Corporate Trust Office in New York City, PROVIDED to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Registered Notes of authorized denominations. Any portion of a Global Note transferred pursuant to this Section 2.3 shall be executed, authenticated and delivered only in minimum denominations of $2,000 principal amount and any greater integral multiple of $1,000 thereof and registered in such names as the Depositary shall direct. Any Registered Note delivered in exchange for an interest in the Transfer Restricted Note shall, except as otherwise provided by Section 2.2(e) hereof, bear the applicable restricted notes legend and certificated notes legend set forth in Section 2.2(e) hereof. (c) Subject to the provisions of Section 2.3(b) hereof, the registered Holder of a Global Note shall be entitled to grant proxies and otherwise authorize any Person, including Agent Members and Persons that nothing may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes. (d) In the event of the occurrence of one of the events specified in Section 2.3(a) hereof, the Company shall promptly make available to the Trustee a reasonable supply of Registered Notes in certificated, fully registered form without interest coupons. In the event that such Registered Notes are not issued, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Section 5.07 of this Indenture, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner’s Notes as if such Registered Notes had been issued. HSBC Bank USA, National Association ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re: Terex Corporation 5.00% Senior Notes Due 2029 (the “Notes”) issued under the Indenture (the “Indenture”) dated as of April 1, 2021 relating to the Notes Ladies and Gentlemen: Terms are used in this SECTION 9.1 shall be construed to require the Company to register the Notes Certificate as used in Regulation S (“Regulation S”) under the Securities Act or of 1933, as amended (the “Securities Act”), except as otherwise stated herein. □ A. This Certificate relates to our proposed transfer of $ principal amount of the Notes issued under the Indenture. We hereby certify as follows: 1. The offer and sale of the Notes was not and will not be made to a person in the United States Securities Exchange Act (unless such person is excluded from the definition of 1934, as amended. At any time and from time to time the registered Holder holding any Note which has been duly registered as hereinabove provided may transfer such Note upon surrender thereof at the principal office of the Company duly endorsed or accompanied by a written instrument of transfer duly executed by the registered Holder or its attorney duly authorized in writing. Any transferee of a Note shall, by its acceptance of such Note, be deemed to have made the same representations to the Company regarding the purchase of the Note as the original Purchaser made “U.S. person” pursuant to SECTION 2.3; PROVIDED, HOWEVER, that with respect Rule 902(k)(2)(vi) or the account held by it for which it is acting is excluded from the definition of “U.S. person” pursuant to Rule 902(k)(2)(i) under the representation made circumstances described in the third sentence of SECTION 2.3, Rule 902(h)(3)) and such transferee offer and sale was not and will not be deemed to have chosen the options set forth in SECTION 2.3(b), (c), (d) or (f) unless such transferee shall have made the disclosures referred to therein specifically targeted at least ten Business Days prior to its acceptance an identifiable group of such Note and shall have received prior to its acceptance of such Note written confirmation from the Company to the effect set forth in the first sentence of Paragraph 20 of Exhibit B-1 hereto. The Company shall exercise such reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED THAT, if the Company shall not respond within 10 Business Days following receipt of any such disclosure, it shall be deemed to have made such confirmation. The Person in whose name any registered Note shall be registered shall be deemed and treated as the owner and Holder thereof for all purposes of this Agreement. Payment of or on account of the principal, premium, if any, and interest on any registered Note shall be made to or upon the written order of such registered Holder.U.S.

Registered Notes. The Company (a) Any Bank that is not a U.S. Person (a "Non-U.S. Bank"), and that could become completely exempt from withholding of U.S. Taxes in respect of payment of any obligations due to such Bank hereunder relating to any of its Loans if such Loans were in registered form for U.S. Federal income tax purposes, may request the Borrower (through the Administrative Agent), and the Borrower agrees thereupon, to register such Loans as provided in Section 1.15(c) and to issue such Bank's Tranche A Note or Tranche B Note, as applicable, evidencing such Loans, or to exchange either thereof for a new Tranche A Note or Tranche B Note, as applicable, registered as provided in Section 1.15(c) (a "Registered Note"). A Registered Note may not be exchanged for a Note that is not in registered form. A Registered Note shall cause be deemed to be kept at its principal office and shall be a register Note for the registration and transfer all purposes of the Notes this Agreement and the Company will register other Loan Documents. (b) Each Non-U.S. Bank that requests or transfer or cause to be registered or transferred as hereinafter provided any holds a Registered Note issued pursuant to this AgreementSection 1.15(a) or registers its Loans pursuant to Section 1.15(c) (a "Registered Noteholder") (or, PROVIDED that nothing if such Registered Noteholder is not the beneficial owner thereof, such beneficial owner) shall deliver to the Borrower (with a copy to the Administrative Agent) prior to or at the time such Non-U.S. Bank becomes a Registered Noteholder, the applicable form described in this SECTION 9.1 shall be construed to require the Company to register the Notes under the Securities Act Section 1.12(c)(i) (or the United States Securities Exchange Act of 1934, such successor and related forms as amended. At any time and may from time to time be adopted by the relevant taxing authorities of the United States of America) together with an annual certificate stating that such Registered Noteholder or beneficial owner, as the case may be, is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and is not otherwise described in Section 881(c)(3) of the Code. Each Registered Noteholder or beneficial owner, as the case may be, shall promptly notify the Borrower (with a copy to the Administrative Agent) if at any time such Registered Noteholder or beneficial owner, as the case may be, determines that it is no longer in a position to provide such previously delivered certificate to the Borrower (or any other form of certification adopted by the relevant taxing authorities of the United States of America for such purposes). (c) The Administrative Agent, acting, for this purpose, as agent of the Borrower, shall maintain a register (the "Register") (which shall be kept by the Administrative Agent at no extra charge to the Borrower at the address to which notices to the Administrative Agent are to be sent hereunder) on which it shall enter the name, address and taxpayer identification number (if provided) of the registered Holder holding any owner of the Loans evidenced by a Registered Note or for which a Registered Note has been duly requested (and, upon request of such registered as hereinabove provided owner, such entry shall be made by the Administrative Agent notwithstanding that such Registered Note may not have yet been delivered to such owner). In addition to the requirements of Section 9.10, a Registered Note and the Loans evidenced thereby (or such Loans pending delivery of such Registered Note) may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer of such Registered Note and the Loans evidenced thereby on the Register (and each such Registered Note shall expressly so provide). Any assignment or transfer of all or part of such Loans and the Registered Note evidencing the same shall be registered on the Register only upon compliance with the provisions of Section 9.10 and surrender thereof at the principal office for registration of assignment or transfer of the Company Registered Note evidencing such Loans, duly endorsed by (or accompanied by a written instrument of assignment or transfer duly fully executed by by) the registered Holder Registered Noteholder thereof, and thereupon one or its attorney duly authorized more new Registered Notes in writing. Any transferee of a Note shallthe same aggregate principal amount shall be issued to the designated assignee(s) or transferee(s) and, by its acceptance if less than all of such Registered Notes is thereby being assigned or transferred, the assignor or transferor. Prior to the due presentation for registration of transfer of any Registered Note, be deemed to have made the same representations to Borrower and the Company regarding Administrative Agent shall treat the purchase of the Note as the original Purchaser made pursuant to SECTION 2.3; PROVIDED, HOWEVER, that with respect to the representation made in the third sentence of SECTION 2.3, such transferee will not be deemed to have chosen the options set forth in SECTION 2.3(b), (c), (d) or (f) unless such transferee shall have made the disclosures referred to therein at least ten Business Days prior to its acceptance of such Note and shall have received prior to its acceptance of such Note written confirmation from the Company to the effect set forth in the first sentence of Paragraph 20 of Exhibit B-1 hereto. The Company shall exercise such reasonable due diligence as is necessary to respond to any such disclosure, PROVIDED THAT, if the Company shall not respond within 10 Business Days following receipt of any such disclosure, it shall be deemed to have made such confirmation. The Person in whose name any such Loans and the Registered Note evidencing the same is registered Note shall be registered shall be deemed and treated as the owner and Holder thereof for the purpose of receiving all purposes of this Agreement. Payment of or on account of payments thereon and for all other purposes, notwithstanding any notice to the principal, premium, if any, and interest on any registered Note contrary. (d) The Register shall be made to or available for inspection by the Borrower and any Bank at any reasonable time during the Administrative Agent's business hours upon the written order of such registered Holderreasonable prior notice.