Common use of Repayment Upon Death Clause in Contracts

Repayment Upon Death. If the Survivor's Option is affirmatively specified on the face hereof, the Holder of the Security shall have the right to require the Company to repay a Security prior to its maturity date upon the death of the beneficial owner of the Security as described below. The Company calls this right the "Survivor's Option." Upon exercise of the Survivor's Option, the Company will, at its option, either repay or repurchase any Security (or portion thereof) properly tendered for repayment by or on behalf of the person (the "Representative") that has authority to act on behalf of the deceased beneficial owner of the Security at a price equal to the sum of: • 100% of the principal amount of the deceased beneficial owner's beneficial interest in such Security, and • accrued and unpaid interest, if any, to the date of such repayment or repurchase, subject to the following limitations. The Survivor's Option may not be exercised unless the Security was owned by the beneficial owner or the estate of that beneficial owner at least six months prior to such exercise. In addition, the Company may limit the aggregate principal amount of Securities as to which the Survivor's Option may be exercised as follows: • In any calendar year, the Company may, in its sole discretion, limit the aggregate principal amount to the greater of 2% of the outstanding aggregate principal amount of the Securities as of December 31 of the most recently completed calendar year or $2,000,000. The Company calls this limitation the "annual put limitation." • For any individual deceased beneficial owner of Securities, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation." The Company will not make principal repayments pursuant to the exercise of the Survivor's Option except in principal amounts of $1,000 and multiples of $1,000. If the limitations described above would result in the partial repayment of any Security, the principal amount of the Security remaining outstanding after repayment must be at least $1,000. An otherwise valid election to exercise the Survivor's Option may not be withdrawn. Each Security (or portion thereof) tendered pursuant to a valid exercise of the Survivor's Option will be accepted in the order all such Securities are received by the Trustee, unless the acceptance of that Security would contravene the annual put limitation or the individual put limitation. If, as of the end of any calendar year, the aggregate principal amount of Securities (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor's Option during that year has exceeded either the annual put limitation or the individual put limitation for that year, any exercise(s) of the Survivor's Option with respect to Securities (or portions thereof) not accepted during such calendar year because such acceptance would have contravened either such limitation shall be deemed to be tendered in the following calendar year in the order all such Securities (or portions thereof) were originally tendered. Any Security (or portion thereof) accepted for repayment or repurchase pursuant to exercise of the Survivor's Option will be repaid or repurchased on the first Interest Payment Date to occur at least 20 calendar days after the date of acceptance. If that date is not a Business Day, payment will be made on the next succeeding Business Day. In the event that a Security (or any portion thereof) tendered for repayment or repurchase pursuant to valid exercise of the Survivor's Option is not accepted, the Trustee will deliver a notice by first-class mail to the registered Holder, at that Holder's last known address as indicated in the Security register, that states the reason that the Security (or portion thereof) has not been accepted for repayment. Subject to the foregoing, in order to validly exercise a Survivor's Option, the Trustee must receive from the Representative of the deceased beneficial owner: • appropriate evidence satisfactory to the Trustee (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the deceased beneficial owner; • if the interest in the Security is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security; • a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States; • if applicable, a properly executed assignment or endorsement; • tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and • any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the Security. Subject to the annual put limitation and the individual put limitation, all questions as to the eligibility or validity of any exercise of the Survivor's Option will be determined by the Trustee in its sole discretion. The Trustee's determination will be final and binding on all parties. The death of a person holding a beneficial interest in a Security as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased Holder's spouse, will be deemed the death of the beneficial owner of the Security, and the entire principal amount of the Security so held will be subject to the Survivor's Option. The death of a person holding a beneficial interest in a Security as a tenant in common with a person other than such deceased Holder's spouse will be deemed the death of the beneficial owner of a Security only with respect to the deceased Holder's interest in the Security. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Security will be deemed the death of the beneficial owner for purposes of the Survivor's Option, regardless of the registered Holder of the Security, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and custodial and trust arrangements where one person has substantially all of the beneficial ownership interest in the Security during his or her lifetime. For Securities represented by a Global Security, the Depositary or its nominee shall be the holder of such Security and therefore shall be the only entity that can exercise the Survivor's Option for such Security. To obtain repayment or repurchase pursuant to exercise of the Survivor's Option with respect to such Security, the Representative must provide to the broker or other entity through which the beneficial interest in such Security is held by the deceased beneficial owner (i) the documents described in the third preceding paragraph and (ii) written instructions to such broker or other entity to notify the Depositary of such Representative's desire to obtain repayment or repurchase pursuant to exercise of the Survivor's Option. Such broker or other entity shall provide to the Trustee (i) the documents received from the Representative referred to in clause (i) of the preceding sentence and (ii) a certificate satisfactory to the Trustee from such broker or other entity stating that it represents the deceased beneficial owner. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor's Option to the appropriate Representative.

Repayment Upon Death. If the Survivor's Option is affirmatively specified on the face hereof, the Holder of the Security shall have the right to require the Company to repay a Security prior to its maturity date upon the death of the beneficial owner of the Security as described below. The Company calls this right the "Survivor's Option." Upon exercise of the Survivor's Option, the Company will, at its option, either repay or repurchase any Security (or portion thereof) properly tendered for repayment by or on behalf of the person (the "Representative") that has authority to act on behalf of the deceased beneficial owner of the Security at a price equal to the sum of: • 100% of the principal amount of the deceased beneficial owner's beneficial interest in such Security, and • accrued and unpaid interest, if any, to the date of such repayment or repurchase, subject to the following limitations. The Survivor's Option may not be exercised unless the Security was owned by the beneficial owner or the estate of that beneficial owner at least six months prior to such exercise. In addition, the Company may limit the aggregate principal amount of Securities as to which the Survivor's Option may be exercised as follows: • In any calendar year, the Company may, in its sole discretion, limit the aggregate principal amount to the greater of 2% of the outstanding aggregate principal amount of the Securities as of December 31 of the most recently completed calendar year or $2,000,000. The Company calls this limitation the "annual put limitation." • For any individual deceased beneficial owner of Securities, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation." The Company will not make principal repayments pursuant to the exercise of the Survivor's Option except in principal amounts of $1,000 and multiples of $1,000. If the limitations described above would result in the partial repayment of any Security, the principal amount of the Security remaining outstanding after repayment must be at least $1,000. An otherwise valid election to exercise the Survivor's Option may not be withdrawn. Each Security (or portion thereof) tendered pursuant to a valid exercise of the Survivor's Option will be accepted in the order all such Securities are received by the Trustee, unless the acceptance of that Security would contravene the annual put limitation or the individual put limitation. If, as of the end of any calendar year, the aggregate principal amount of Securities (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor's Option during that year has exceeded either the annual put limitation or the individual put limitation for that year, any exercise(s) of the Survivor's Option with respect to Securities (or portions thereof) not accepted during such calendar year because such acceptance would have contravened either such limitation shall be deemed to be tendered in the following calendar year in the order all such Securities (or portions thereof) were originally tendered. Any Security (or portion thereof) accepted for repayment or repurchase pursuant to exercise of the Survivor's Option will be repaid or repurchased on the first Interest Payment Date to occur at least 20 calendar days after the date of acceptance. If that date is not a Business Day, payment will be made on the next succeeding Business Day. In the event that a Security (or any portion thereof) tendered for repayment or repurchase pursuant to valid exercise of the Survivor's Option is not accepted, the Trustee will deliver a notice by first-class mail to the registered Holder, at that HolderXxxxxx's last known address as indicated in the Security register, that states the reason that the Security (or portion thereof) has not been accepted for repayment. Subject to the foregoing, in order to validly exercise a Survivor's Option, the Trustee must receive from the Representative of the deceased beneficial owner: • appropriate evidence satisfactory to the Trustee (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the deceased beneficial owner; • if the interest in the Security is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security; • a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States; • if applicable, a properly executed assignment or endorsement; • tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and • any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the Security. Subject to the annual put limitation and the individual put limitation, all questions as to regarding the eligibility or validity of any exercise of the Survivor's ’s Option will be determined by the Trustee Company, in its sole discretion. The Trustee's , which determination will be final and binding on all parties. For the avoidance of doubt, the Company also retains the right to reject in its sole discretion any exercise of the Survivor’s Option where the deceased held no or only a minimal beneficial ownership interest in the Notes and entered into arrangements with third parties in relation to the Notes prior to death for the purpose of permitting or attempting to permit those third parties to directly or indirectly benefit from the exercise of the Survivor’s Option. The death of a person holding a beneficial interest in a Security as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased HolderXxxxxx's spouse, will be deemed the death of the beneficial owner of the Security, and the entire principal amount of the Security so held will be subject to the Survivor's Option. The death of a person holding a beneficial interest in a Security as a tenant in common with a person other than such deceased HolderXxxxxx's spouse will be deemed the death of the beneficial owner of a Security only with respect to the deceased HolderXxxxxx's interest in the Security. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Security will be deemed the death of the beneficial owner for purposes of the Survivor's Option, regardless of the registered Holder of the Security, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and custodial and trust arrangements where one person has substantially all of the beneficial ownership interest in the Security during his or her lifetime. For Securities represented by a Global Security, the Depositary or its nominee shall be the holder of such Security and therefore shall be the only entity that can exercise the Survivor's Option for such Security. To obtain repayment or repurchase pursuant to exercise of the Survivor's Option with respect to such Security, the Representative must provide to the broker or other entity through which the beneficial interest in such Security is held by the deceased beneficial owner (i) the documents described in the third preceding paragraph and (ii) written instructions to such broker or other entity to notify the Depositary of such Representative's desire to obtain repayment or repurchase pursuant to exercise of the Survivor's Option. Such broker or other entity shall provide to the Trustee (i) the documents received from the Representative referred to in clause (i) of the preceding sentence and (ii) a certificate satisfactory to the Trustee from such broker or other entity stating that it represents the deceased beneficial owner. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor's Option to the appropriate Representative.

Repayment Upon Death. If the Survivor's Option is affirmatively specified on the face hereof, the Holder of the Security shall have the right to require the Company to repay a Security prior to its maturity date upon the death of the beneficial owner of the Security as described below. The Company calls this right the "Survivor's Option." Upon exercise of the Survivor's Option, the Company will, at its option, either repay or repurchase any Security (or portion thereof) properly tendered for repayment by or on behalf of the person (the "Representative") that has authority to act on behalf of the deceased beneficial owner of the Security at a price equal to the sum of: • 100% of the principal amount of the deceased beneficial owner's beneficial interest in such Security, and • accrued and unpaid interest, if any, to the date of such repayment or repurchase, subject to the following limitations. The Survivor's Option may not be exercised unless the Security was owned by the beneficial owner or the estate of that beneficial owner at least six months prior to such exercise. In addition, the Company may limit the aggregate principal amount of Securities as to which the Survivor's Option may be exercised as follows: • In any calendar year, the Company may, in its sole discretion, limit the aggregate principal amount to the greater of 2% of the outstanding aggregate principal amount of the Securities as of December 31 of the most recently completed calendar year or $2,000,000. The Company calls this limitation the "annual put limitation." • For any individual deceased beneficial owner of Securities, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation." The Company will not make principal repayments pursuant to the exercise of the Survivor's Option except in principal amounts of $1,000 and multiples of $1,000. If the limitations described above would result in the partial repayment of any Security, the principal amount of the Security remaining outstanding after repayment must be at least $1,000. An otherwise valid election to exercise the Survivor's Option may not be withdrawn. Each Security (or portion thereof) tendered pursuant to a valid exercise of the Survivor's Option will be accepted in the order all such Securities are received by the Trustee, unless the acceptance of that Security would contravene the annual put limitation or the individual put limitation. If, as of the end of any calendar year, the aggregate principal amount of Securities (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor's Option during that year has exceeded either the annual put limitation or the individual put limitation for that year, any exercise(s) of the Survivor's Option with respect to Securities (or portions thereof) not accepted during such calendar year because such acceptance would have contravened either such limitation shall be deemed to be tendered in the following calendar year in the order all such Securities (or portions thereof) were originally tendered. Any Security (or portion thereof) accepted for repayment or repurchase pursuant to exercise of the Survivor's Option will be repaid or repurchased on the first Interest Payment Date to occur at least 20 calendar days after the date of acceptance. If that date is not a Business Day, payment will be made on the next succeeding Business Day. In the event that a Security (or any portion thereof) tendered for repayment or repurchase pursuant to valid exercise of the Survivor's Option is not accepted, the Trustee will deliver a notice by first-class mail to the registered Holder, at that HolderXxxxxx's last known address as indicated in the Security register, that states the reason that the Security (or portion thereof) has not been accepted for repayment. Subject to the foregoing, in order to validly exercise a Survivor's Option, the Trustee must receive from the Representative of the deceased beneficial owner: • appropriate evidence satisfactory to the Trustee (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the deceased beneficial owner; • if the interest in the Security is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security; • a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States; • if applicable, a properly executed assignment or endorsement; • tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and • any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the Security. Subject to the annual put limitation and the individual put limitation, all questions as to the eligibility or validity of any exercise of the Survivor's Option will be determined by the Trustee in its sole discretion. The Trustee's determination will be final and binding on all parties. The death of a person holding a beneficial interest in a Security as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased HolderXxxxxx's spouse, will be deemed the death of the beneficial owner of the Security, and the entire principal amount of the Security so held will be subject to the Survivor's Option. The death of a person holding a beneficial interest in a Security as a tenant in common with a person other than such deceased HolderXxxxxx's spouse will be deemed the death of the beneficial owner of a Security only with respect to the deceased HolderXxxxxx's interest in the Security. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Security will be deemed the death of the beneficial owner for purposes of the Survivor's Option, regardless of the registered Holder of the Security, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and custodial and trust arrangements where one person has substantially all of the beneficial ownership interest in the Security during his or her lifetime. For Securities represented by a Global Security, the Depositary or its nominee shall be the holder of such Security and therefore shall be the only entity that can exercise the Survivor's Option for such Security. To obtain repayment or repurchase pursuant to exercise of the Survivor's Option with respect to such Security, the Representative must provide to the broker or other entity through which the beneficial interest in such Security is held by the deceased beneficial owner (i) the documents described in the third preceding paragraph and (ii) written instructions to such broker or other entity to notify the Depositary of such Representative's desire to obtain repayment or repurchase pursuant to exercise of the Survivor's Option. Such broker or other entity shall provide to the Trustee (i) the documents received from the Representative referred to in clause (i) of the preceding sentence and (ii) a certificate satisfactory to the Trustee from such broker or other entity stating that it represents the deceased beneficial owner. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor's Option to the appropriate Representative.

Repayment Upon Death. If the Survivor's Option is affirmatively so specified on the face hereofin any General Term Note, the Holder of the Security shall such General Term Note will have the right option (the "Survivor's Option") to require the Company to repay a Security elect repayment of such General Term Note prior to its maturity date upon Stated Maturity in the event of the death of the beneficial owner of the Security as described belowsuch General Term Note. The Company calls this right the "Survivor's Option." Upon Pursuant to exercise of the Survivor's Option, if applicable, the Company will, at its option, either will repay or repurchase any Security General Term Note (or portion thereof) properly tendered for repayment by or on behalf of the person (the "Representative") that has authority to act on behalf of the deceased beneficial owner of such General Term Note under the Security laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of such deceased beneficial owner) at a price equal to the sum of: • one-hundred percent (100% %) of the principal amount of the deceased beneficial owner's beneficial interest in of the deceased owner of such Security, and • General Term Note plus accrued and unpaid interest, if any, interest to the date of such repayment or repurchasepayment, subject to the following limitations. The Survivor's Option may not be exercised unless Notwithstanding the Security was owned by the beneficial owner or the estate of that beneficial owner at least six months prior to such exercise. In additionforegoing, the Company may limit the aggregate principal amount of Securities as to which the Survivor's Option may will not be exercised as follows: • In any calendar year, available to persons who are surviving joint tenants or surviving tenants by the entirety. The Company may, in its sole discretion, limit the aggregate principal amount of General Term Notes as to which exercises of the greater of 2% Survivor's Option will be accepted in any calendar year (the "Annual Put Limitation") to one percent (1%) of the outstanding principal amount of the General Term Notes as of the end of the most recent fiscal year, but not less than $500,000 in any such calendar year, or such greater amount as the Company in its sole discretion may determine for any calendar year, and may limit to $100,000, or such greater amount as the Company in its sole discretion may determine for any calendar year, the aggregate principal amount of the Securities General Term Notes (or portions thereof) as of December 31 to which exercise of the most recently completed Survivor's Option will be accepted in such calendar year or $2,000,000. The Company calls this limitation the "annual put limitation." • For with respect to any individual deceased beneficial owner of Securitiesbeneficial interests in such General Term Notes (the "Individual Put Limitation"). Moreover, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation." The Company will not make principal repayments pursuant to the exercise of the Survivor's Option except in principal amounts of $1,000 and multiples of that are less that $1,000. If , and, in the event that the limitations described above in the preceding sentence would result in the partial repayment of any SecurityGeneral Term Note, the principal amount of the Security such General Term Note remaining outstanding after repayment must be at least $1,0001,000 (the minimum authorized denomination of the General Term Notes). An otherwise valid election Any General Term Note (or portion thereof) tendered pursuant to exercise of the Survivor's Option may not be withdrawnwithdrawn by a written request of its Holder received by the Trustee prior to its repayment. Each Security General Term Note (or portion thereof) that is tendered pursuant to a valid exercise of the Survivor's Option will be accepted promptly in the order all such Securities General Term Notes are received by the Trusteetendered, unless except for any General Term Note (or portion thereof) the acceptance of that Security which would contravene (i) the annual put limitation Annual Put Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with respect to the relevant individual put limitationdeceased owner of beneficial interests therein. If, as of the end of any calendar year, the aggregate principal amount of Securities General Term Notes (or portions thereof) that have been tendered accepted pursuant to the valid exercise of the Survivor's Option during that for such year has not exceeded either the annual put limitation or the individual put limitation Annual Put Limitation, if applied, for that such year, any exercise(s) of the Survivor's Option with respect to Securities General Term Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened either the Individual Put Limitation, if applied, with respect to an individual deceased owner of beneficial interests therein will be accepted in the order all such limitation shall General Term Notes (or portions thereof) were tendered, to the extent that any such exercise would not exceed the Annual Put Limitation, if applied, for such calendar year. Any General Term Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor's Option will be repaid no later than the first Interest Payment Date that occurs 20 or more calendar days after the date of such acceptance. Each General Term Note (or any portion thereof) tendered for repayment that is not accepted in any calendar year because of the application of the Annual Put Limitation will be deemed to be tendered in the following calendar year in the order in which all such Securities General Term Notes (or portions thereof) were originally tendered. Any Security , unless any such General Term Note (or portion thereof) accepted is withdrawn by the Representative for repayment or repurchase pursuant the deceased owner prior to exercise of the Survivor's Option will be repaid or repurchased on the first Interest Payment Date to occur at least 20 calendar days after the date of acceptance. If that date is not a Business Day, payment will be made on the next succeeding Business Dayits repayment. In the event that a Security General Term Note (or any portion thereof) tendered for repayment or repurchase pursuant to valid exercise of the Survivor's Option is not accepted, the Trustee will deliver a notice by first-class mail to the registered Holder, Holder thereof at that Holder's its last known address as indicated in the Security register, Register that states the reason that the Security reasons such General Term Note (or portion thereof) has not been accepted for repayment. Subject to the foregoing, in order to validly exercise for a Survivor's OptionOption to be validly exercised with respect to any General Term Note (or portion thereof), the Trustee must receive from the Representative of the individual deceased owner of beneficial owner: • interests therein (i) a written request for payment signed by the Representative, and such signature must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, (ii) if any such General Term Note is not represented by a Global Note (as described in Article VII below), tender of the General Term Note (or portion thereof) to be repaid, (iii) appropriate evidence satisfactory to the Company and the Trustee that (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the individual deceased beneficial owner; • , (B) the death of such beneficial owner has occurred and (C) the deceased individual was the owner of a beneficial interest in such General Term Note at the time of death, (iv) if applicable, a properly executed assignment or endorsement, and (v) if the beneficial interest in the Security such General Term Note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security; • a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent beneficial interest in the United States; • if applicable, a properly executed assignment or endorsement; • tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and • any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the SecurityGeneral Term Note. Subject to the annual put limitation and the individual put limitation, all All questions as to the eligibility or validity of any exercise of the Survivor's Option will be determined by the Trustee Company, in its sole discretion. The Trustee's determination , which determinations will be final and binding on all parties. The death of If a person holding a beneficial interest in a Security as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased Holder's spouse, will be deemed the death of the beneficial owner of the Security, and the entire principal amount of the Security so held will be subject to the Survivor's Option. The death of a person holding a beneficial interest in a Security as a tenant in common with a person other than such deceased Holder's spouse will be deemed the death of the beneficial owner of a Security only with respect to the deceased Holder's interest in the Security. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Security will be deemed the death of the beneficial owner for purposes of the Survivor's Option, regardless of the registered Holder of the Security, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and custodial and trust arrangements where one person has substantially all of the beneficial ownership interest in the Security during his or her lifetime. For Securities General Term Note is represented by a Global SecurityNote (as described in Article VII below), the Depositary or its nominee shall will be the holder Holder of such Security General Term Note and therefore shall will be the only entity that can exercise the Survivor's Option for such SecurityGeneral Term Note. To obtain repayment or repurchase pursuant to exercise of the Survivor's Option with respect to such SecurityGeneral Term Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Security General Term Note is held by the deceased beneficial owner (i) the documents described in clauses (i) and (iii) of the third preceding paragraph and (ii) written instructions to such broker or other entity to notify the Depositary of such Representative's desire to obtain repayment or repurchase pursuant to exercise of the Survivor's Option. Such broker or other entity shall provide to the Trustee (i) the documents received from the Representative referred to in clause (i) of the preceding sentence and (ii) a certificate satisfactory to the Trustee from such broker or other entity stating that it represents the deceased beneficial owner. Such broker or other entity shall will be responsible for disbursing any payments it receives pursuant to exercise of the Survivor's Option to the appropriate Representative.

Repayment Upon Death. If the Survivor's Option is affirmatively so specified on the face hereofin any General Term Note, the Holder of the Security shall such General Term Note will have the right option (the "Survivor's Option") to require the Company to repay a Security elect repayment of such General Term Note prior to its maturity date upon Stated Maturity in the event of the death of the beneficial owner of the Security as described belowsuch General Term Note. The Company calls this right the "Survivor's Option." Upon Pursuant to exercise of the Survivor's Option, if applicable, the Company will, at its option, either will repay or repurchase any Security General Term Note (or portion thereof) properly tendered for repayment by or on behalf of the person (the "Representative") that has authority to act on behalf of the deceased beneficial owner of such General Term Note under the Security laws of the appropriate jurisdiction (including, without limitation, the personal representative, executor, surviving joint tenant or surviving tenant by the entirety of such deceased beneficial owner) at a price equal to the sum of: • one-hundred percent (100% %) of the principal amount of the deceased beneficial owner's beneficial interest in of the deceased owner of such Security, and • General Term Note plus accrued and unpaid interest, if any, interest to the date of such repayment or repurchasepayment, subject to the following limitations. The Survivor's Option may not be exercised unless the Security was owned by the beneficial owner or the estate of that beneficial owner at least six months prior to such exercise. In addition, the Company may limit the aggregate principal amount of Securities as to which the Survivor's Option may be exercised as follows: • In any calendar year, the Company may, in its sole discretion, limit the aggregate principal amount of General Term Notes as to which exercises of the greater of 2% Survivor's Option will be accepted in any calendar year (the "Annual Put Limitation") to one percent (1%) of the outstanding principal amount of the General Term Notes as of the end of the most recent fiscal year, but not less than $500,000 in any such calendar year, or such greater amount as the Company in its sole discretion may determine for any calendar year, and may limit to $100,000, or such greater amount as the Company in its sole discretion may determine for any calendar year, the aggregate principal amount of the Securities General Term Notes (or portions thereof) as of December 31 to which exercise of the most recently completed Survivor's Option will be accepted in such calendar year or $2,000,000. The Company calls this limitation the "annual put limitation." • For with respect to any individual deceased beneficial owner of Securitiesbeneficial interests in such General Term Notes (the "Individual Put Limitation"). Moreover, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation." The Company will not make principal repayments pursuant to the exercise of the Survivor's Option except in principal amounts of $1,000 and multiples of that are less that $1,000. If , and, in the event that the limitations described above in the preceding sentence would result in the partial repayment of any SecurityGeneral Term Note, the principal amount of the Security such General Term Note remaining outstanding after repayment must be at least $1,0001,000 (the minimum authorized denomination of the General Term Notes). An otherwise valid election Any General Term Note (or portion thereof) tendered pursuant to exercise of the Survivor's Option may not be withdrawnwithdrawn by a written request of its Holder received by the Trustee prior to its repayment. Each Security General Term Note (or portion thereof) that is tendered pursuant to a valid exercise of the Survivor's Option will be accepted promptly in the order all such Securities General Term Notes are received by the Trusteetendered, unless except for any General Term Note (or portion thereof) the acceptance of that Security which would contravene (i) the annual put limitation Annual Put Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with respect to the relevant individual put limitationdeceased owner of beneficial interests therein. If, as of the end of any calendar year, the aggregate principal amount of Securities General Term Notes (or portions thereof) that have been tendered accepted pursuant to the valid exercise of the Survivor's Option during that for such year has not exceeded either the annual put limitation or the individual put limitation Annual Put Limitation, if applied, for that such year, any exercise(s) of the Survivor's Option with respect to Securities General Term Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened either the Individual Put Limitation, if applied, with respect to an individual deceased owner of beneficial interests therein will be accepted in the order all such limitation shall General Term Notes (or portions thereof) were tendered, to the extent that any such exercise would not exceed the Annual Put Limitation, if applied, for such calendar year. Any General Term Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor's Option will be repaid no later than the first Interest Payment Date that occurs 20 or more calendar days after the date of such acceptance. Each General Term Note (or any portion thereof) tendered for repayment that is not accepted in any calendar year because of the application of the Annual Put Limitation will be deemed to be tendered in the following calendar year in the order in which all such Securities General Term Notes (or portions thereof) were originally tendered. Any Security , unless any such General Term Note (or portion thereof) accepted is withdrawn by the Representative for repayment or repurchase pursuant the deceased owner prior to exercise of the Survivor's Option will be repaid or repurchased on the first Interest Payment Date to occur at least 20 calendar days after the date of acceptance. If that date is not a Business Day, payment will be made on the next succeeding Business Dayits repayment. In the event that a Security General Term Note (or any portion thereof) tendered for repayment or repurchase pursuant to valid exercise of the Survivor's Option is not accepted, the Trustee will deliver a notice by first-class mail to the registered Holder, Holder thereof at that Holder's its last known address as indicated in the Security register, Register that states the reason that the Security reasons such General Term Note (or portion thereof) has not been accepted for repayment. Subject to the foregoing, in order to validly exercise for a Survivor's OptionOption to be validly exercised with respect to any General Term Note (or portion thereof), the Trustee must receive from the Representative of the individual deceased owner of beneficial owner: • interests therein (i) a written request for payment signed by the Representative, and such signature must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, (ii) if any such General Term Note is not represented by a Global Note (as described in Article VII below), tender of the General Term Note (or portion thereof) to be repaid, (iii) appropriate evidence satisfactory to the Company and the Trustee that (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the individual deceased beneficial owner; • , (B) the death of such beneficial owner has occurred and (C) the deceased individual was the owner of a beneficial interest in such General Term Note at the time of death, (iv) if applicable, a properly executed assignment or endorsement, and (v) if the beneficial interest in the Security such General Term Note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security; • a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent beneficial interest in the United States; • if applicable, a properly executed assignment or endorsement; • tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and • any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the SecurityGeneral Term Note. Subject to the annual put limitation and the individual put limitation, all All questions as to the eligibility or validity of any exercise of the Survivor's Option will be determined by the Trustee Company, in its sole discretion. The Trustee's determination , which determinations will be final and binding on all parties. The death of If a person holding a beneficial interest in a Security as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased Holder's spouse, will be deemed the death of the beneficial owner of the Security, and the entire principal amount of the Security so held will be subject to the Survivor's Option. The death of a person holding a beneficial interest in a Security as a tenant in common with a person other than such deceased Holder's spouse will be deemed the death of the beneficial owner of a Security only with respect to the deceased Holder's interest in the Security. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Security will be deemed the death of the beneficial owner for purposes of the Survivor's Option, regardless of the registered Holder of the Security, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and custodial and trust arrangements where one person has substantially all of the beneficial ownership interest in the Security during his or her lifetime. For Securities General Term Note is represented by a Global SecurityNote (as described in Article VII below), the Depositary or its nominee shall will be the holder Holder of such Security General Term Note and therefore shall will be the only entity that can exercise the Survivor's Option for such SecurityGeneral Term Note. To obtain repayment or repurchase pursuant to exercise of the Survivor's Option with respect to such SecurityGeneral Term Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Security General Term Note is held by the deceased beneficial owner (i) the documents described in clauses (i) and (iii) of the third preceding paragraph and (ii) written instructions to such broker or other entity to notify the Depositary of such Representative's desire to obtain repayment or repurchase pursuant to exercise of the Survivor's Option. Such broker or other entity shall provide to the Trustee (i) the documents received from the Representative referred to in clause (i) of the preceding sentence and (ii) a certificate satisfactory to the Trustee from such broker or other entity stating that it represents the deceased beneficial owner. Such broker or other entity shall will be responsible for disbursing any payments it receives pursuant to exercise of the Survivor's Option to the appropriate Representative.

Repayment Upon Death. If the Survivor's Option is affirmatively so specified on the face hereofin any General Term Note, the Holder of the Security shall such General Term Note will have the right option (the "Survivor's Option") to require the Company to repay a Security elect repayment of such General Term Note prior to its maturity date upon Stated Maturity in the event of the death of the beneficial owner of the Security as described belowsuch General Term Note. The Company calls this right the "Survivor's Option." Upon Pursuant to exercise of the Survivor's Option, if applicable, the Company will, at its option, either will repay or repurchase any Security General Term Note (or portion thereof) properly tendered for repayment by or on behalf of the person (the "Representative") that has authority to act on behalf of the deceased beneficial owner of such General Term Note under the Security laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of such deceased beneficial owner) at a price equal to the sum of: • one-hundred percent (100% %) of the principal amount of the deceased beneficial owner's beneficial interest in of the deceased owner of such Security, and • General Term Note plus accrued and unpaid interest, if any, interest to the date of such repayment or repurchasepayment, subject to the following limitations. The Survivor's Option may not be exercised unless Notwithstanding the Security was owned by the beneficial owner or the estate of that beneficial owner at least six months prior to such exercise. In additionforegoing, the Company may limit the aggregate principal amount of Securities as to which the Survivor's Option may will not be exercised as follows: • In any calendar year, available to persons who are surviving joint tenants or surviving tenants by the entirety. The Company may, in its sole discretion, limit the aggregate principal amount of General Term Notes as to the greater of 2% of the outstanding aggregate principal amount of the Securities as of December 31 of the most recently completed calendar year or $2,000,000. The Company calls this limitation the "annual put limitation." • For any individual deceased beneficial owner of Securities, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation." The Company will not make principal repayments pursuant to the exercise which exercises of the Survivor's Option except will be accepted in principal amounts any calendar year (the "Annual Put Limitation") to one percent (1%) of $1,000 and multiples of $1,000. If the limitations described above would result in the partial repayment of any Security, the outstanding principal amount of the Security remaining outstanding after repayment must be at least General Term Notes as of the end of the most recent fiscal year, but not less than $1,000. An otherwise valid election 500,000 in any such calendar year, or such greater amount as the Company in its sole discretion may determine for any calendar year, and may limit to exercise $100,000, or such greater amount as the Survivor's Option Company in its sole discretion may not be withdrawn. Each Security determine for any calendar year, the aggregate principal amount of General Term Notes (or portion portions thereof) tendered pursuant as to a valid which exercise of the Survivor's Option will be accepted in the order all such Securities are received by the Trustee, unless the acceptance of that Security would contravene the annual put limitation or the individual put limitation. If, as of the end of any calendar year, the aggregate principal amount of Securities (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor's Option during that year has exceeded either the annual put limitation or the individual put limitation for that year, any exercise(s) of the Survivor's Option with respect to Securities any individual deceased owner of beneficial interests in such General Term Notes (or portions thereof) the "Individual Put Limitation"). Moreover, the Company will not accepted during such calendar year because such acceptance would have contravened either such limitation shall be deemed to be tendered in the following calendar year in the order all such Securities (or portions thereof) were originally tendered. Any Security (or portion thereof) accepted for repayment or repurchase make principal repayments pursuant to exercise of the Survivor's Option will be repaid or repurchased on the first Interest Payment Date to occur at least 20 calendar days after the date of acceptance. If in amounts that date is not a Business Dayare less that $1,000, payment will be made on the next succeeding Business Day. In and, in the event that a Security the limitations described in the preceding sentence would result in the partial repayment of any General Term Note, the principal amount of such General Term Note remaining outstanding after repayment must be at least $1,000 (or any portion thereof) tendered for repayment or repurchase pursuant to valid exercise the minimum authorized denomination of the Survivor's Option is not accepted, the Trustee will deliver a notice by first-class mail to the registered Holder, at that Holder's last known address as indicated in the Security register, that states the reason that the Security General Term Notes). Any General Term Note (or portion thereof) has not been accepted for repayment. Subject to the foregoing, in order to validly exercise a Survivor's Option, the Trustee must receive from the Representative of the deceased beneficial owner: • appropriate evidence satisfactory to the Trustee (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the deceased beneficial owner; • if the interest in the Security is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security; • a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States; • if applicable, a properly executed assignment or endorsement; • tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and • any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the Security. Subject to the annual put limitation and the individual put limitation, all questions as to the eligibility or validity of any exercise of the Survivor's Option will be determined by the Trustee in its sole discretion. The Trustee's determination will be final and binding on all parties. The death of a person holding a beneficial interest in a Security as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased Holder's spouse, will be deemed the death of the beneficial owner of the Security, and the entire principal amount of the Security so held will be subject to the Survivor's Option. The death of a person holding a beneficial interest in a Security as a tenant in common with a person other than such deceased Holder's spouse will be deemed the death of the beneficial owner of a Security only with respect to the deceased Holder's interest in the Security. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Security will be deemed the death of the beneficial owner for purposes of the Survivor's Option, regardless of the registered Holder of the Security, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and custodial and trust arrangements where one person has substantially all of the beneficial ownership interest in the Security during his or her lifetime. For Securities represented by a Global Security, the Depositary or its nominee shall be the holder of such Security and therefore shall be the only entity that can exercise the Survivor's Option for such Security. To obtain repayment or repurchase tendered pursuant to exercise of the Survivor's Option with respect to such Security, the Representative must provide to the broker or other entity through which the beneficial interest in such Security is held by the deceased beneficial owner (i) the documents described in the third preceding paragraph and (ii) written instructions to such broker or other entity to notify the Depositary of such Representative's desire to obtain repayment or repurchase pursuant to exercise of the Survivor's Option. Such broker or other entity shall provide to the Trustee (i) the documents received from the Representative referred to in clause (i) of the preceding sentence and (ii) a certificate satisfactory to the Trustee from such broker or other entity stating that it represents the deceased beneficial owner. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor's Option to the appropriate Representative.may be

Repayment Upon Death. If the Survivor's Option is affirmatively so specified on the face hereofin any General Term Note, the Holder of the Security shall such General Term Note will have the right option (the "Survivor's Option") to require the Company to repay a Security elect repayment of such General Term Note prior to its maturity date upon Stated Maturity in the event of the death of the beneficial owner of the Security as described belowsuch General Term Note. The Company calls this right the "Survivor's Option." Upon Pursuant to exercise of the Survivor's Option, if applicable, the Company will, at its option, either will repay or repurchase any Security General Term Note (or portion thereof) properly tendered for repayment by or on behalf of the person (the "Representative") that has authority to act on behalf of the deceased beneficial owner of such General Term Note under the Security laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of such deceased beneficial owner) at a price equal to the sum of: • one-hundred percent (100% %) of the principal amount of the deceased beneficial owner's beneficial interest in of the deceased owner of such Security, and • General Term Note plus accrued and unpaid interest, if any, interest to the date of such repayment or repurchasepayment, subject to the following limitations. The In order for a Holder to exercise the Survivor's Option may not be exercised unless Option, the Security was owned by the deceased beneficial owner or his or her Representative must have individually or collectively held the estate of that beneficial owner at least six months prior to such exerciseGeneral Term Note for 120 days. In addition, the Company may limit the aggregate principal amount of Securities as to which the Survivor's Option may be exercised as follows: • In any calendar year, the The Company may, in its sole discretion, limit the aggregate principal amount of General Term Notes as to which exercises of the greater of 2% Survivor's Option will be accepted in any calendar year (the "Annual Put Limitation") to one percent (1%) of the outstanding principal amount of the General Term Notes as of the end of the most recent fiscal year, but not less than $500,000 in any such calendar year, or such greater amount as the Company in its sole discretion may determine for any calendar year, and may limit to $100,000, or such greater amount as the Company in its sole discretion may determine for any calendar year, the aggregate principal amount of the Securities General Term Notes (or portions thereof) as of December 31 to which exercise of the most recently completed Survivor's Option will be accepted in such calendar year or $2,000,000. The Company calls this limitation the "annual put limitation." • For with respect to any individual deceased beneficial owner of Securitiesbeneficial interests in such General Term Notes (the "Individual Put Limitation"). Moreover, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation." The Company will not make principal repayments pursuant to the exercise of the Survivor's Option except in principal amounts of $1,000 and multiples of that are less that $1,000. If , and, in the event that the limitations described above in the preceding sentence would result in the partial repayment of any SecurityGeneral Term Note, the principal amount of the Security such General Term Note remaining outstanding after repayment must be at least $1,0001,000 (the minimum authorized denomination of the General Term Notes). An otherwise valid election Any General Term Note (or portion thereof) tendered pursuant to exercise of the Survivor's Option may not be withdrawnwithdrawn by a written request of its Holder received by the Trustee prior to its repayment. Each Security General Term Note (or portion thereof) that is tendered pursuant to a valid exercise of the Survivor's Option will be accepted promptly in the order all such Securities General Term Notes are received by the Trusteetendered, unless except for any General Term Note (or portion thereof) the acceptance of that Security which would contravene (i) the annual put limitation Annual Put Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with respect to the relevant individual put limitationdeceased owner of beneficial interests therein. If, as of the end of any calendar year, the aggregate principal amount of Securities General Term Notes (or portions thereof) that have been tendered accepted pursuant to the valid exercise of the Survivor's Option during that for such year has not exceeded either the annual put limitation or the individual put limitation Annual Put Limitation, if applied, for that such year, any exercise(s) of the Survivor's Option with respect to Securities General Term Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened either the Individual Put Limitation, if applied, with respect to an individual deceased owner of beneficial interests therein will be accepted in the order all such limitation shall General Term Notes (or portions thereof) were tendered, to the extent that any such exercise would not exceed the Annual Put Limitation, if applied, for such calendar year. Any General Term Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor's Option will be repaid no later than the first Interest Payment Date that occurs 20 or more calendar days after the date of such acceptance. Each General Term Note (or any portion thereof) tendered for repayment that is not accepted in any calendar year because of the application of the Annual Put Limitation will be deemed to be tendered in the following calendar year in the order in which all such Securities General Term Notes (or portions thereof) were originally tendered. Any Security , unless any such General Term Note (or portion thereof) accepted is withdrawn by the Representative for repayment or repurchase pursuant the deceased owner prior to exercise of the Survivor's Option will be repaid or repurchased on the first Interest Payment Date to occur at least 20 calendar days after the date of acceptance. If that date is not a Business Day, payment will be made on the next succeeding Business Dayits repayment. In the event that a Security General Term Note (or any portion thereof) tendered for repayment or repurchase pursuant to valid exercise of the Survivor's Option is not accepted, the Trustee will deliver a notice by first-class mail to the registered Holder, Holder thereof at that Holder's its last known address as indicated in the Security register, Register that states the reason that the Security reasons such General Term Note (or portion thereof) has not been accepted for repayment. Subject to the foregoing, in order to validly exercise for a Survivor's OptionOption to be validly exercised with respect to any General Term Note (or portion thereof), the Trustee must receive from the Representative of the individual deceased owner of beneficial owner: • interests therein (i) a written request for payment signed by the Representative, and such signature must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, (ii) if any such General Term Note is not represented by a Global Note (as described in Article VII below), tender of the General Term Note (or portion thereof) to be repaid, (iii) appropriate evidence satisfactory to the Company and the Trustee that (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the individual deceased beneficial owner; • , (B) the death of such beneficial owner has occurred and (C) the deceased individual was the owner of a beneficial interest in such General Term Note at the time of death, (iv) if applicable, a properly executed assignment or endorsement, and (v) if the beneficial interest in the Security such General Term Note is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security; • a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent beneficial interest in the United States; • if applicable, a properly executed assignment or endorsement; • tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and • any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the SecurityGeneral Term Note. Subject to the annual put limitation and the individual put limitation, all All questions as to the eligibility or validity of any exercise of the Survivor's Option will be determined by the Trustee Company, in its sole discretion. The Trustee's determination , which determinations will be final and binding on all parties. The death of If a person holding a beneficial interest in a Security as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased Holder's spouse, will be deemed the death of the beneficial owner of the Security, and the entire principal amount of the Security so held will be subject to the Survivor's Option. The death of a person holding a beneficial interest in a Security as a tenant in common with a person other than such deceased Holder's spouse will be deemed the death of the beneficial owner of a Security only with respect to the deceased Holder's interest in the Security. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Security will be deemed the death of the beneficial owner for purposes of the Survivor's Option, regardless of the registered Holder of the Security, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and custodial and trust arrangements where one person has substantially all of the beneficial ownership interest in the Security during his or her lifetime. For Securities General Term Note is represented by a Global SecurityNote (as described in Article VII below), the Depositary or its nominee shall will be the holder Holder of such Security General Term Note and therefore shall will be the only entity that can exercise the Survivor's Option for such SecurityGeneral Term Note. To obtain repayment or repurchase pursuant to exercise of the Survivor's Option with respect to such SecurityGeneral Term Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Security General Term Note is held by the deceased beneficial owner (i) the documents described in clauses (i) and (iii) of the third preceding paragraph and (ii) written instructions to such broker or other entity to notify the Depositary of such Representative's desire to obtain repayment or repurchase pursuant to exercise of the Survivor's Option. Such broker or other entity shall provide to the Trustee (i) the documents received from the Representative referred to in clause (i) of the preceding sentence and (ii) a certificate satisfactory to the Trustee from such broker or other entity stating that it represents the deceased beneficial owner and that such deceased beneficial owner or such deceased beneficial owner's Representative individually or collectively held such General Term Note for at least 120 days. Such broker or other entity shall will be responsible for disbursing any payments it receives pursuant to exercise of the Survivor's Option to the appropriate Representative.

Repayment Upon Death. If the Survivor's Option is affirmatively so specified on the face hereofin any General Term Note, the Holder of the Security shall such General Term Note will have the right option (the "Survivor's Option") to require the Company to repay a Security elect repayment of such General Term Note prior to its maturity date upon Stated Maturity in the event of the death of the beneficial owner of the Security as described belowsuch General Term Note. The Company calls this right the "Survivor's Option." Upon Pursuant to exercise of the Survivor's Option, if applicable, the Company will, at its option, either will repay or repurchase any Security General Term Note (or portion thereof) properly tendered for repayment by or on behalf of the person (the "Representative") that has authority to act on behalf of the deceased beneficial owner of such General Term Note under the Security laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of such deceased beneficial owner) at a price equal to the sum of: • one-hundred percent (100% %) of the principal amount of the deceased beneficial owner's beneficial interest in of the deceased owner of such Security, and • General Term Note plus accrued and unpaid interest, if any, interest to the date of such repayment or repurchasepayment, subject to the following limitations. The Survivor's Option may not be exercised unless Notwithstanding the Security was owned by the beneficial owner or the estate of that beneficial owner at least six months prior to such exercise. In additionforegoing, the Company may limit the aggregate principal amount of Securities as to which the Survivor's Option may will not be exercised as follows: • In any calendar year, available to persons who are surviving joint tenants or surviving tenants by the entirety. The Company may, in its sole discretion, limit the aggregate principal amount of General Term Notes as to which exercises of the greater of 2% Survivor's Option will be accepted in any calendar year (the "Annual Put Limitation") to one percent (1%) of the outstanding principal amount of the General Term Notes as of the end of the most recent fiscal year, but not less than $500,000 in any such calendar year, or such greater amount as the Company in its sole discretion may determine for any calendar year, and may limit to $100,000, or such greater amount as the Company in its sole discretion may determine for any calendar year, the aggregate principal amount of the Securities General Term Notes (or portions thereof) as of December 31 to which exercise of the most recently completed Survivor's Option will be accepted in such calendar year or $2,000,000. The Company calls this limitation the "annual put limitation." • For with respect to any individual deceased beneficial owner of Securitiesbeneficial interests in such General Term Notes (the "Individual Put Limitation"). Moreover, the Company may limit the aggregate principal amount to $250,000 for any calendar year. The Company calls this limitation the "individual put limitation." The Company will not make principal repayments pursuant to the exercise of the Survivor's Option except in principal amounts of $1,000 and multiples of that are less that $1,000. If , and, in the event that the limitations described above in the preceding sentence would result in the partial repayment of any SecurityGeneral Term Note, the principal amount of the Security such General Term Note remaining outstanding after repayment must be at least $1,0001,000 (the minimum authorized denomination of the General Term Notes). An otherwise valid election Any General Term Note (or portion thereof) tendered pursuant to exercise of the Survivor's Option may not be withdrawnwithdrawn by a written request of its Holder received by the Trustee prior to its repayment. Each Security General Term Note (or portion thereof) that is tendered pursuant to a valid exercise of the Survivor's Option will be accepted promptly in the order all such Securities General Term Notes are received by the Trusteetendered, unless except for any General Term Note (or portion thereof) the acceptance of that Security which would contravene (i) the annual put limitation Annual Put Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with respect to the relevant individual put limitationdeceased owner of beneficial interests therein. If, as of the end of any calendar year, the aggregate principal amount of Securities General Term Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor's Option during that year has exceeded either the annual put limitation or the individual put limitation for that year, any exercise(s) of the Survivor's Option with respect to Securities (or portions thereof) not accepted during such calendar year because such acceptance would have contravened either such limitation shall be deemed to be tendered in the following calendar year in the order all such Securities (or portions thereof) were originally tendered. Any Security (or portion thereof) accepted for repayment or repurchase pursuant to exercise of the Survivor's Option will be repaid or repurchased on the first Interest Payment Date to occur at least 20 calendar days after the date of acceptance. If that date is not a Business Day, payment will be made on the next succeeding Business Day. In the event that a Security (or any portion thereof) tendered for repayment or repurchase pursuant to valid exercise of the Survivor's Option is not accepted, the Trustee will deliver a notice by first-class mail to the registered Holder, at that Holder's last known address as indicated in the Security register, that states the reason that the Security (or portion thereof) such year has not been accepted for repayment. Subject to exceeded the foregoingAnnual Put Limitation, in order to validly exercise a Survivor's Option, the Trustee must receive from the Representative of the deceased beneficial owner: • appropriate evidence satisfactory to the Trustee (A) that the deceased was the beneficial owner of such Security at the time of death and the interest in such Security was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment or purchase, (B) that the death of such beneficial owner has occurred, (C) of the date of such death, and (D) that the Representative has authority to act on behalf of the deceased beneficial owner; • if the interest in the Security is held by a nominee of the deceased beneficial owner, a certificate satisfactory to the Trustee from such nominee attesting to the deceased's beneficial ownership of the Security; • a written request for repayment signed by the Representative, with the signature guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. or a commercial bank or trust company having an office or correspondent in the United States; • if applicable, a properly executed assignment or endorsement; • tax waivers and such other instruments or documents that the Trustee reasonably required in order to establish the validity of the beneficial ownership of the Security and the claimant's entitlement to payment; and • any additional information the Trustee reasonably required to evidence satisfaction of any conditions to the exercise of the Survivor's Option or to document beneficial ownership or authority to make the election and to cause the repayment or repurchase of the Security. Subject to the annual put limitation and the individual put limitation, all questions as to the eligibility or validity of any exercise of the Survivor's Option will be determined by the Trustee in its sole discretion. The Trustee's determination will be final and binding on all parties. The death of a person holding a beneficial interest in a Security as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased Holder's spouse, will be deemed the death of the beneficial owner of the Security, and the entire principal amount of the Security so held will be subject to the Survivor's Option. The death of a person holding a beneficial interest in a Security as a tenant in common with a person other than such deceased Holder's spouse will be deemed the death of the beneficial owner of a Security only with respect to the deceased Holder's interest in the Security. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Security will be deemed the death of the beneficial owner for purposes of the Survivor's Option, regardless of the registered Holder of the Security, if such beneficial interest can be established to the satisfaction of the Trustee. Such beneficial interest will be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers to Minors Act or Uniform Gifts to Minors Act, community property or other joint ownership arrangements between a husband and wife and custodial and trust arrangements where one person has substantially all of the beneficial ownership interest in the Security during his or her lifetime. For Securities represented by a Global Security, the Depositary or its nominee shall be the holder of such Security and therefore shall be the only entity that can exercise the Survivor's Option for such Security. To obtain repayment or repurchase pursuant to exercise of the Survivor's Option with respect to such Security, the Representative must provide to the broker or other entity through which the beneficial interest in such Security is held by the deceased beneficial owner (i) the documents described in the third preceding paragraph and (ii) written instructions to such broker or other entity to notify the Depositary of such Representative's desire to obtain repayment or repurchase pursuant to exercise of the Survivor's Option. Such broker or other entity shall provide to the Trustee (i) the documents received from the Representative referred to in clause (i) of the preceding sentence and (ii) a certificate satisfactory to the Trustee from such broker or other entity stating that it represents the deceased beneficial owner. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor's Option to the appropriate Representative.if