Common use of SURVIVOR'S OPTION Clause in Contracts

SURVIVOR'S OPTION. The Notes shall contain a provision that provides for the optional repayment of the Notes prior to their Stated Maturity, if requested by the authorized representative of the beneficial owner of those Notes (the “Representative”), following the death of the beneficial owner (a “Survivor’s Option”), so long as the Notes were owned by the beneficial owner or his or her estate at least six months prior to the request and certain documentation requirements are satisfied; provided, however, that if the terms of any such Note conflict with any provision of this Article 3, the terms of such Note shall govern. Pursuant to the valid exercise of the Survivor’s Option, the Company shall repay any Note (or portion thereof) properly tendered for repayment by the Representative under the laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner or surviving joint owner with such deceased beneficial owner) at a price equal to 100% of the principal amount of the deceased beneficial owner’s beneficial interest in such Note plus accrued and unpaid interest to, but not including, the date of such repayment (or at a price equal to the amortized face amount for Original Issue Discount Securities on the date of such repayment), subject to certain limitations. Any Note (or portion thereof) tendered pursuant to a valid exercise of the Survivor’s Option may not be withdrawn. The Company has the discretionary right to limit the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representatives of all deceased beneficial owners in any calendar year to an amount equal to the greater of $1,000,000 or 1% of the principal amount of all the Notes outstanding as of the end of the most recent calendar year. The Company also has the discretionary right to limit to $250,000 in any calendar year the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representative of any individual deceased beneficial owner of Notes in such calendar year. The Company may also limit the exercise of the Survivor’s Option to principal amounts of $1,000 and integral multiples of $1,000. Each of these limitations is referred to herein as a “Put Limitation.” The death of a person holding a beneficial interest in a Note 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 to be the death of the beneficial owner of the Note, and the entire principal amount of the Note so held shall be subject to repayment. However, the death of a person holding a beneficial interest in a Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s interest in the Note, and only the deceased beneficial owner’s percentage interest in the principal amount of the Note will be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representative. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the death of the beneficial owner of such Note for purposes of this provision, regardless of whether such beneficial owner was the registered holder of the Note, if such beneficial interest can be established to the satisfaction of the Trustee and the Company. Such beneficial ownership 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 spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interest in the Note during his or her lifetime. Tenders of Notes (or portion thereof) pursuant to valid exercises of the Survivor’s Option shall be accepted in the order all such Notes are received by the Trustee, except for any Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if applied. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Notes (or portions thereof) were originally tendered. Any Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date that occurs 30 or more calendar days after the date of acceptance. In the event that a Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the applicable Representative, that states the reason such Note (or portion thereof) has not been accepted for payment. Subject to the foregoing, in order for a Survivor’s Option to be validly exercised, the Trustee and the Company must receive from the applicable Representative: (i) a written request for repayment signed by such Representative, and such signature must be 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 or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the Note to be repaid; (iii) appropriate evidence that (A) the deceased was the beneficial owner of the Note at the time of death and the interest in such Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (B) the death of such beneficial owner has occurred and the date of such death and (C) such Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Note is held by a nominee, trustee, custodian or other person in a similar capacity of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; (vi) tax waivers and such other instruments or documents that the Trustee and the Company reasonably require in order to establish the validity of the beneficial ownership of the Notes and the claimant’s entitlement to payment; and (vii) any additional information the Trustee or the Company reasonably requires 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 of the Notes. For Notes represented by a Depository Global Security, the Depository or its nominee shall be the holder of such Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased beneficial owner: (i) a written instruction to such broker or other entity to notify the Depository of the Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option; (ii) the documents referenced above in the preceding paragraph; (ii) a certificate satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; and (iii) a detailed description of the Note, including CUSIP, interest rate, and Maturity Date. 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. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.

SURVIVOR'S OPTION. The Notes shall contain a provision that provides for the optional repayment of the Notes prior to their Stated Maturity, if requested by the authorized representative of the beneficial owner of those Notes (the “Representative”), following the death of the beneficial owner (a “Survivor’s Option”), so long as the Notes were owned by the beneficial owner or his or her estate at least six months prior to the request and certain documentation requirements are satisfied; provided, however, that if the terms of any such Note conflict with any provision of this Article 3, the terms of such Note shall govern. Pursuant to the valid exercise of the Survivor’s Option, the Company shall repay any Note (or portion thereof) properly tendered for repayment by the Representative under the laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner or surviving joint owner with such deceased beneficial owner) at a price equal to 100% of the principal amount of the deceased beneficial owner’s beneficial interest in such Note plus accrued and unpaid interest toINTEREST TO, but not includingBUT NOT INCLUDING, the date of such repayment THE DATE OF SUCH REPAYMENT (or at a price equal to the amortized face amount for Original Issue Discount Securities on the date of such repaymentOR AT A PRICE EQUAL TO THE AMORTIZED FACE AMOUNT FOR ORIGINAL ISSUE DISCOUNT SECURITIES ON THE DATE OF SUCH REPAYMENT), subject to certain limitationsSUBJECT TO CERTAIN LIMITATIONS. Any Note ANY NOTE (or portion thereofOR PORTION THEREOF) tendered pursuant to a valid exercise of the Survivor’s Option may not be withdrawnTENDERED PURSUANT TO A VALID EXERCISE OF THE SURVIVOR’S OPTION MAY NOT BE WITHDRAWN. The Company has the discretionary right to limit the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representatives of all deceased beneficial owners in any calendar year to an amount equal to the greater of $1,000,000 or 1% of the principal amount of all the Notes outstanding as of the end of the most recent calendar year. The Company also has the discretionary right to limit to $250,000 in any calendar year the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representative of any individual deceased beneficial owner of Notes in such calendar year. The Company may also limit the exercise of the Survivor’s Option to principal amounts of $1,000 and integral multiples of $1,000. Each of these limitations is referred to herein as a “Put Limitation.” The death of a person holding a beneficial interest in a Note 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 to be the death of the beneficial owner of the Note, and the entire principal amount of the Note so held shall be subject to repayment. However, the death of a person holding a beneficial interest in a Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s interest in the Note, and only the deceased beneficial owner’s percentage interest in the principal amount of the Note will be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representative. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the death of the beneficial owner of such Note for purposes of this provision, regardless of whether such beneficial owner was the registered holder of the Note, if such beneficial interest can be established to the satisfaction of the Trustee and the Company. Such beneficial ownership 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 spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interest in the Note during his or her lifetime. Tenders of Notes (or portion thereof) pursuant to valid exercises of the Survivor’s Option shall be accepted in the order all such Notes are received by the Trustee, except for any Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if applied. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Notes (or portions thereof) were originally tendered. Any Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date that occurs 30 or more calendar days after the date of acceptance. In the event that a Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the applicable Representative, that states the reason such Note (or portion thereof) has not been accepted for payment. Subject to the foregoing, in order for a Survivor’s Option to be validly exercised, the Trustee and the Company must receive from the applicable Representative: (i) a written request for repayment signed by such Representative, and such signature must be 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 or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the Note to be repaid; (iii) appropriate evidence that (A) the deceased was the beneficial owner of the Note at the time of death and the interest in such Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (B) the death of such beneficial owner has occurred and the date of such death and (C) such Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Note is held by a nominee, trustee, custodian or other person in a similar capacity of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; (vi) tax waivers and such other instruments or documents that the Trustee and the Company reasonably require in order to establish the validity of the beneficial ownership of the Notes and the claimant’s entitlement to payment; and (vii) any additional information the Trustee or the Company reasonably requires 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 of the Notes. For Notes represented by a Depository Global Security, the Depository or its nominee shall be the holder of such Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased beneficial owner: (i) a written instruction to such broker or other entity to notify the Depository of the Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option; (ii) the documents referenced above in the preceding paragraph; (ii) a certificate satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; and (iii) a detailed description of the Note, including CUSIP, interest rate, and Maturity Date. 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. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.

SURVIVOR'S OPTION. The Notes shall contain If so specified in any Issuance Order applicable to a provision that provides for Note, the optional repayment of the Notes prior to their Stated Maturity, if requested by the authorized representative Representative (as defined below) of the beneficial owner of those Notes such Note shall have the option to elect repayment of such Note (or a portion thereof) in the “Representative”), following event of the death of the beneficial owner (a “Survivor’s Option”), so long as the Notes were owned by the beneficial owner or his or her estate at least six months prior to the request and certain documentation requirements are satisfied; provided, however, that if the terms of any such Note conflict with any provision of this Article 3, the terms of such Note shall governNote, subject however to any Survivor's Option Blackout Period. Pursuant to the valid exercise of the Survivor’s 's Option, the Company shall repay any Note (or portion thereof) properly tendered to the Trustee for repayment by or on behalf of the Representative person (the "Representative") that has authority to act on behalf of the deceased owner of the beneficial interest in such Note under the laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner representative, executor, surviving joint tenant or surviving joint owner with tenant by the entirety of such deceased beneficial owner) at a price equal to 100% of the principal amount of the deceased beneficial owner’s beneficial interest of the deceased owner in such Note plus accrued and unpaid interest to, but not including, to the date of such repayment (or at a price equal to the amortized face amount Amortized Face Amount for Original Issue Discount Securities Notes and Zero-Coupon Notes on the date of such repayment), subject to certain the following limitations. Any Note (or portion thereof) tendered pursuant to a valid exercise of the Survivor’s Option may not be withdrawn. The Company has the discretionary right to may, in its sole discretion, limit the aggregate principal amount of Notes as to which exercises of the Survivor’s 's Option shall be accepted by the Company from the Representatives of all deceased beneficial owners in any calendar year (the "Annual Put Limitation") to an amount equal to the greater of $1,000,000 or one percent (1% %) of the outstanding principal amount of all the Notes outstanding subject to the Survivor's Option as of the end of the most recent fiscal year, but not less than $1,000,000 in any such calendar year. The , or such greater amount as the Company also has the discretionary right to in its sole discretion may determine for any calendar year, and may limit to $250,000 200,000, or such greater amount as the Company in its sole discretion may determine for any calendar year year, the aggregate principal amount of Notes (or portions thereof) as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representative of any individual deceased beneficial owner of Notes in such calendar year. The Company may also limit the exercise of the Survivor’s 's Option will be accepted in such calendar year with respect to any individual deceased owner of beneficial interests in such Notes (the "Individual Put Limitation"). Moreover, the Company shall not make principal repayments pursuant to exercise of the Survivor's Option in amounts of that are less than $1,000 and or that are not integral multiples of $1,000, and, in the event that the limitations described in the preceding sentence would result in the partial repayment of any Note, the principal amount of such Note remaining outstanding after repayment must be at least $1,000. The Survivor's Option shall not be exercisable during a Survivor's Option Blackout Period that, unless otherwise provided in an Issuance Order or supplemental indenture applicable to the Note, shall end on the first anniversary of the date of issuance of a Note. Any Note (or portion thereof) tendered pursuant to exercise of the Survivor's Option may not be withdrawn unless the Note (or portion thereof) is not accepted on account of the Annual Put Limitation or the Individual Put Limitation. Each Note (or portion thereof) that is tendered pursuant to valid exercise of these limitations is referred to herein as a “the Survivor's Option shall be accepted promptly in the order all such Notes are tendered, except for any Note (or portion thereof) the acceptance of which would contravene (i) the Annual Put Limitation.” , if applied, or (ii) the Individual Put Limitation, if applied, with respect to the relevant individual deceased owner of beneficial interests therein. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been accepted pursuant to exercise of the Survivor's Option during such year has not exceeded the Annual Put Limitation, if applied, for such year, any exercise(s) of the Survivor's Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened the Individual Put Limitation, if applied, with respect to an individual deceased owner of beneficial interests therein shall be accepted in the order all such Notes (or portions thereof) were tendered, to the extent that any such exercise would not trigger the Annual Put Limitation for such calendar year. Any Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor's Option shall be repaid no later than the first Interest Payment Date for such Note that occurs 20 or more calendar days after the date of such acceptance or, in the case of Zero-Coupon Notes, as set forth in the applicable Issuance Order or supplemental indenture. Each Note (or any portion thereof) tendered for repayment that is not accepted in any calendar year due to the application of the Annual Put Limitation or the Individual Put Limitation shall be deemed to be tendered in the following calendar year in the order in which all such Notes (or portions thereof) were originally tendered, unless any such Note (or portion thereof) is withdrawn by the Representative for the deceased owner. In the event that a Note (or any portion thereof) tendered for repayment pursuant to valid exercise of the Survivor's Option is not accepted, the Trustee shall deliver a notice by first-class mail to the Representative who tendered such Note for repayment, at the address identified by the Representative in connection with such tender, or in the case of a tender by a Representative that has not made such Representative's mailing address known to the Trustee, to the registered holder of the applicable Note at its last known address as indicated in the Note Register, or in the case of Notes represented by a Global Note, to the broker or other entity through which the beneficial interest in the Note is held by the deceased owner, which notice states the reason such Note (or portion thereof) has not been accepted for payment. The Representative may withdraw the tender of a Note (but only with respect to any portion of such Note that was not paid because of the application of the Annual Put Limitation or the Individual Put Limitation) prior to the earlier of (i) the date that is 90 days from the date of delivery by the Trustee of the foregoing notice of non-acceptance of the tender of a Note (or any portion thereof) or (ii) the Regular Record Date for the next scheduled Interest Payment Date, if any, on the Note. Subject to the foregoing, in order for a Survivor's Option to be validly exercised with respect to any Note (or portion thereof), the Trustee must receive from the Representative of the deceased owner (i) a written request for repayment 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. (the "NASD") or a commercial bank or trust company having an office or correspondent in the United States, (ii) tender of the Note (or portion thereof) to be repaid, (iii) appropriate evidence satisfactory to the Trustee and the Company that (A) the Representative has authority to act on behalf of the deceased beneficial owner, (B) the death of such beneficial owner has occurred and (C) the deceased was the owner of a beneficial interest in such Note at the time of death, (iv) if applicable, a properly executed assignment or endorsement, and (v) if the beneficial interest in such Note is held by a nominee of the deceased beneficial owner, a certificate or letter satisfactory to the Trustee from such nominee attesting to the deceased's ownership of a beneficial interest in such Note. All questions as to the eligibility or validity of any exercise of the Survivor's Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties. The death of a person holding a beneficial interest in owning a Note as a in joint tenant tenancy or tenant tenancy by the entirety with another person, or as a tenant in common with the deceased holder’s spouse, will others shall be deemed to be the death of the beneficial owner holder of the Note, and the entire principal amount of the Note so held shall be subject to repayment, together with interest accrued thereon to the repayment date. However, The death of a person owning a Note by tenancy in common shall be deemed the death of a person holding a beneficial interest in holder of a Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s holder's interest in the Note so held by tenancy in common; except that in the event a Note is held by husband and wife as tenants in common, the death of either shall be deemed the death of the holder of the Note, and only the deceased beneficial owner’s percentage interest in the entire principal amount of the Note will so held shall be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representativerepayment. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will Note, shall be deemed to be the death of the beneficial owner of such Note holder thereof for purposes of this provision, regardless of whether such beneficial owner was the registered holder of the Noteholder, if such beneficial interest can be established to the satisfaction of the Trustee and the Company. Such beneficial ownership interest will shall be deemed to exist in typical cases of nominee ownership, ownership under the Uniform Transfers Gifts to Minors Act or Act, the Uniform Gifts Transfers to Minors Act, community property or other joint ownership arrangements between spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial a husband and wife and trust arrangements where one person has substantially all of the beneficial ownership interest in the Note during his or her lifetime. Tenders of Notes (or portion thereof) pursuant to valid exercises of the Survivor’s Option shall be accepted in the order all such Notes are received by the Trustee, except for any Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if applied. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Notes (or portions thereof) were originally tendered. Any Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date that occurs 30 or more calendar days after the date of acceptance. In the event that a Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the applicable Representative, that states the reason such Note (or portion thereof) has not been accepted for payment. Subject to the foregoing, in order for a Survivor’s Option to be validly exercised, the Trustee and the Company must receive from the applicable Representative: (i) a written request for repayment signed by such Representative, and such signature must be 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 or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the Note to be repaid; (iii) appropriate evidence that (A) the deceased was the beneficial owner of the Note at the time of death and the interest in such Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (B) the death of such beneficial owner has occurred and the date of such death and (C) such Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Note is held by a nominee, trustee, custodian or other person in a similar capacity of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; (vi) tax waivers and such other instruments or documents that the Trustee and the Company reasonably require in order to establish the validity of the beneficial ownership of the Notes and the claimant’s entitlement to payment; and (vii) any additional information the Trustee or the Company reasonably requires 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 of the Notes. For Notes represented by a Depository Global SecurityNote, the Depository Depositary or its nominee shall be the holder of such Note and therefore shall be the only entity (either directly or through its Participants) that can exercise the Survivor’s 's Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s 's Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased beneficial owner: owner (i) a written instruction the documents described in clauses (i) and (iii) of the second preceding paragraph and (ii) instructions to such broker or other entity to notify the Depository Depositary of the such Representative’s 's desire to obtain repayment pursuant to exercise of the Survivor’s 's Option; . Such broker or other entity shall provide to the Trustee (iiA) the documents referenced above received from the Representative referred to in clause (i) of the preceding paragraph; sentence, (iiB) a certificate or letter satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; and , (iiiC) a detailed description of the Note, including CUSIPCUSIP number, interest coupon rate, if any, and Maturity Date; (D) the deceased's social security number and (E) a written request for repayment signed by such broker or other entity. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor’s 's Option to the appropriate Representative. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.

SURVIVOR'S OPTION. The Notes shall contain a provision that provides for the optional repayment of the Notes prior to their Stated Maturity, if requested by the authorized representative of the beneficial owner of those Notes (the “Representative”), following the death of the beneficial owner (a “Survivor’s Option”), so long as the Notes were owned by the beneficial owner or his or her estate at least six months Unless this Agreement has been declared due and payable prior to the request and certain documentation requirements are satisfied; provided, however, that if Maturity Date of the terms related Notes by reason of any such Note conflict with any provision Event of Default, or has been previously redeemed or otherwise repaid, the Agreement Holder may request repayment of this Article 3, the terms of such Note shall govern. Pursuant to Agreement upon the valid exercise of the Survivor’s 's Option in the Notes by the Representative of the deceased Beneficial Owner of such Notes (a "Survivor's Option").] Except as provided below, upon the Company shall repay any Note tender to and acceptance by Conversion Solutions, Inc. of this Agreement (or portion thereof) properly tendered for repayment by securing the Representative under Notes as to which the laws Survivor's Option has been exercised, Conversion Solutions, Inc. shall repay to the Agreement Holder the amount of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner or surviving joint owner with such deceased beneficial owner) at a price Fund equal to (i) 100% of the principal amount of the deceased beneficial owner’s beneficial interest in such Note Notes as to which the Survivor's Option has been validly exercised and accepted, plus accrued and unpaid interest to, but not including, on such amount to the date of such repayment repayment, or (or at a price equal to ii) in the amortized face amount for Original case of Discount Notes, the Issue Discount Securities on the date of such repayment), subject to certain limitations. Any Note (or portion thereof) tendered pursuant to a valid exercise Price of the Survivor’s Option may not be withdrawn. The Company has the discretionary right to limit the aggregate principal amount of Notes as to which exercises of the Survivor’s 's Option shall be accepted by the Company from the Representatives of all deceased beneficial owners in has been validly exercised and accepted, plus accrued discount and any calendar year to an accrued and unpaid interest on such amount equal to the greater date of $1,000,000 or 1% of repayment. However, Conversion Solutions, Inc. shall not be obligated to repay: O the principal amount of all the Conversion Solutions, Inc. Core Notes outstanding program as of the end of the most recent calendar year. The Company also has the discretionary right to limit to ; O more than $250,000 in any calendar year aggregate deposit of funding agreement contracts securing outstanding notes issued under the aggregate principal amount of Conversion Solutions, Inc. Core Notes program as to which exercises the Survivor's Option has been exercised on behalf of any single beneficial owner in any calendar year; or O more than 50% of the Survivor’s Option shall be accepted by Deposit under this Agreement which secures the Company from related Notes, as of the Representative later of any individual deceased beneficial owner the end of Notes in such the most recent calendar year. The Company may also limit Conversion Solutions, Inc. shall not make repayments pursuant to the Agreement Holder's request for repayment upon exercise of the Survivor’s 's Option to principal in amounts of $1,000 and integral multiples of that are less than $1,000. Each of these limitations is referred to herein as a “Put Limitation.” The death of a person holding a beneficial interest in a Note as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased holder’s spouseand, will be deemed to be the death of the beneficial owner of the Note, and the entire principal amount of the Note so held shall be subject to repayment. However, the death of a person holding a beneficial interest in a Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s interest in the Noteevent that the limitations described in the preceding sentence would result in the partial repayment of this Agreement, and only the deceased beneficial owner’s percentage interest in the principal amount of this Agreement remaining outstanding after repayment must be at least $1,000 (the Note will be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representative. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the death of the beneficial owner of such Note for purposes minimum authorized denomination of this provision, regardless of whether such beneficial owner was Agreement). A request for repayment by the registered holder of the Note, if such beneficial interest can be established Agreement Holder upon an otherwise valid election to the satisfaction of the Trustee and the Company. Such beneficial ownership 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 spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interest in the Note during his or her lifetime. Tenders of Notes (or portion thereof) pursuant to valid exercises of exercise the Survivor’s 's Option shall may not be accepted in the order all such Notes are received by the Trustee, except for any Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if appliedwithdrawn. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Notes (or portions thereof) were originally tendered. Any Note This Agreement (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date for the related Notes that occurs 30 20 or more calendar days after the date of such acceptance. In the event that a Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the applicable Representative, that states the reason such Note (or portion thereof) has not been accepted for payment. Subject to the foregoing, in order for a Survivor’s Option to be validly exercised, the Trustee and the Company must receive from the applicable Representative: (i) a written request for repayment signed by such Representative, and such signature must be 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 or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the Note to be repaid; (iii) appropriate evidence that (A) the deceased was the beneficial owner of the Note at the time of death and the interest in such Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (B) the death of such beneficial owner has occurred and the date of such death and (C) such Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Note is held by a nominee, trustee, custodian or other person in a similar capacity of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; (vi) tax waivers and such other instruments or documents that the Trustee and the Company reasonably require in order to establish the validity of the beneficial ownership of the Notes and the claimant’s entitlement to payment; and (vii) any additional information the Trustee or the Company reasonably requires 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 of the Notes. For Notes represented by a Depository Global Security, the Depository or its nominee shall be the holder of such Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased beneficial owner: (i) a written instruction to such broker or other entity to notify the Depository of the Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option; (ii) the documents referenced above in the preceding paragraph; (ii) a certificate satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; and (iii) a detailed description of the Note, including CUSIP, interest rate, and Maturity Date. 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. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.

SURVIVOR'S OPTION. The Notes shall contain a provision that provides for If the optional repayment terms of any Note established in accordance with Section 3.01 of the Notes prior to their Stated Maturity, if requested by Indenture provide that the authorized representative of the a beneficial owner of those Notes (such Note shall have the “Representative”), option to elect repayment of such Note following the death of the beneficial owner of such Note (a “Survivor’s Option”), so long as the Notes were owned such Note was acquired by the beneficial owner or his or her estate of such Note at least six months prior to the request and certain documentation requirements are satisfieddate of death, the exercise of the Survivor’s Option shall be subject to the terms of this Article 2; provided, however, that if the terms of any such Note conflict conflicts with any provision of this Article 32, the terms of such Note shall govern. Pursuant to the valid exercise of the Survivor’s Option, the Company shall repay any Note (or portion thereof) properly tendered for repayment by or on behalf of the Representative person (the “Representative”) that has authority to act on behalf of the deceased beneficial owner of a Note under the laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner or surviving joint owner with such deceased beneficial owner) at a price equal to 100% of the principal amount of the deceased beneficial owner’s beneficial interest in such Note plus accrued and unpaid interest to, but not including, to the date of such repayment (or at a price equal to the amortized face amount for Original Issue Discount Securities on the date of such repayment), subject to certain limitationsany limitations set forth in the terms of the applicable Note with respect to such Survivor’s Option with respect to aggregate exercises of Survivor’s Options in any year or on behalf of any one deceased beneficial owner (each, a “Put Limitation”). Any Note (or portion thereof) tendered pursuant to a valid exercise of the Survivor’s Option may not be withdrawn. The Company has the discretionary right to limit the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representatives of all deceased beneficial owners in any calendar year to an amount equal to the greater of $1,000,000 or 1% of the principal amount of all the Notes outstanding as of the end of the most recent calendar year. The Company also has the discretionary right to limit to $250,000 in any calendar year the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representative of any individual deceased beneficial owner of Notes in such calendar year. The Company may also limit the exercise of the Survivor’s Option to principal amounts of $1,000 and integral multiples of $1,000. Each of these limitations is referred to herein as a “Put Limitation.” The death of a person holding a beneficial interest in a Note 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 to be the death of the beneficial owner of the Note, and the entire principal amount of the Note so held shall be subject to repayment. However, the death of a person holding a beneficial interest in a Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s interest in the Note, and only the deceased beneficial owner’s 's percentage interest in the principal amount of the Note will be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representativeperson who has authority to act on behalf of the deceased beneficial owner. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the death of the beneficial owner of such Note for purposes of this provision, regardless of whether such beneficial owner was the registered holder of the Note, if such beneficial interest can be established to the satisfaction of the Trustee and the CompanySecurities Administrator. Such beneficial ownership 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 spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interest in the Note during his or her lifetime. Tenders of Notes (or portion thereof) pursuant to valid exercises of the Survivor’s Option shall be accepted in the order all such Notes are received by the Trustee, except for any Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if applied. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Notes (or portions thereof) were originally tendered. Any Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date that occurs 30 or more calendar days after the date of acceptance. In the event that a Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the applicable Representative, that states the reason such Note (or portion thereof) has not been accepted for payment. Subject to the foregoing, in order for a Survivor’s Option to be validly exercised, the Trustee and the Company must receive from the applicable Representative: (i) a written request for repayment signed by such Representative, and such signature must be 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 or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the Note to be repaid; (iii) appropriate evidence that (A) the deceased was the beneficial owner of the Note at the time of death and the interest in such Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (B) the death of such beneficial owner has occurred and the date of such death and (C) such Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Note is held by a nominee, trustee, custodian or other person in a similar capacity of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; (vi) tax waivers and such other instruments or documents that the Trustee and the Company reasonably require in order to establish the validity of the beneficial ownership of the Notes and the claimant’s entitlement to payment; and (vii) any additional information the Trustee or the Company reasonably requires 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 of the Notes. For Notes represented by a Depository Global Security, the Depository or its nominee shall be the holder of such Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased beneficial owner: (i) a written instruction to such broker or other entity to notify the Depository of the Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option; (ii) the documents referenced above in the preceding paragraph; (ii) a certificate satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; and (iii) a detailed description of the Note, including CUSIP, interest rate, and Maturity Date. 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. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.

SURVIVOR'S OPTION. The Notes shall contain a provision that provides for If so specified in any InterNote, the optional repayment of the Notes prior to their Stated Maturity, if requested by the authorized representative of the a deceased beneficial owner of those Notes (the “Representative”), InterNote or a beneficial interest in the InterNote shall have the option to elect repayment of such InterNote or interest following the death of the beneficial owner (a “"Survivor’s 's Option”"). Unless otherwise specifically provided for on the face of the InterNote, so long as no Survivor's Option may be exercised if the Notes were owned by deceased owner of the InterNote or a beneficial owner interest in the InterNote acquired such InterNote or his or her estate at least interest less than six months prior to the request and certain documentation requirements are satisfied; provided, however, that if the terms of any such Note conflict with any provision of this Article 3, the terms of such Note shall govern. Pursuant to the valid exercise of the Survivor’s 's Option. Pursuant to exercise of the Survivor's Option, the Company shall repay any Note InterNote (or portion thereof) properly tendered for repayment by or on behalf of the Representative person (the "Representative") that has authority to act on behalf of the deceased beneficial owner of such InterNote under the laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner representative, executor, surviving joint tenant or surviving joint owner with tenant by the entirety of such deceased beneficial owner) at a price equal to 100100 % of the principal amount of the deceased beneficial owner’s beneficial interest of the deceased owner in such Note InterNote plus accrued and unpaid interest to, but not including, the date of such repayment (or at a price equal to the amortized face amount for Original Issue Discount Securities on the date of such repayment), subject to certain the following limitations: The Company may, in its sole discretion, limit the aggregate principal amount of InterNotes as to which exercises of the Survivor's Option shall be accepted in any calendar year (the "Annual Put Limitation") to the greater of 2% of the Outstanding principal amount of the InterNotes as of the end of the most recent calendar year or $2,000,000. The Company in its sole discretion may also limit to $250,000 for any calendar year, the aggregate principal amount of InterNotes (or portions thereof) as to which exercise of the Survivor's Option will be accepted with respect to any individual deceased owner of beneficial interests in such InterNotes (the "Individual Put Limitation"). The Company shall not make principal repayments pursuant to exercise of the Survivor's Option in amounts that are less than $1,000, or other than in integral multiples of $1,000. Any Note InterNote (or portion thereof) tendered pursuant to a valid exercise of the Survivor’s 's Option may not be withdrawn. The Company has Each InterNote (or portion thereof) that is tendered pursuant to valid exercise of the discretionary right Survivor's Option shall be accepted promptly in the order all such InterNotes are tendered, except for any InterNote (or portion thereof) the acceptance of which would contravene (i) the Annual Put Limitation, if applied, or (ii) the Individual Put Limitation, if applied, with respect to limit the relevant individual deceased owner of beneficial interests therein. If, as of the end of any calendar year, the aggregate principal amount of Notes as InterNotes (or portions thereof) that have been accepted pursuant to which exercises exercise of the Survivor’s 's Option during such year has exceeded either the Annual Put Limitation, if applied, or the Individual Put Limitation, if applied, for such year, any exercise(s) of the Survivor's Option with respect to InterNotes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened either such limitation, if applied, shall be deemed to be tendered in the following calendar year in the order all such InterNotes (or portions thereof) were tendered. Unless otherwise specified in such InterNote, any InterNote (or portion thereof) accepted for repayment pursuant to exercise of the Survivor's Option shall be accepted by repaid on the Company from first Interest Payment Date that occurs 20 or more calendar days after the Representatives date of all deceased beneficial owners in such acceptance. In order for a Survivor's Option to be validly exercised with respect to any calendar year to an amount equal to InterNote (or portion thereof), the greater of $1,000,000 or 1% of the principal amount of all the Notes outstanding as of the end of the most recent calendar year. The Company also has the discretionary right to limit to $250,000 in any calendar year the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company Trustee must receive from the Representative of any individual the deceased owner (i) a written request for repayment 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. (the "NASD") or a commercial bank or trust company having an office or correspondent in the United States, (ii) tender of an InterNote (or portion thereof) to be repaid, (iii) appropriate evidence satisfactory to the Trustee and the Company that (A) the deceased acquired a beneficial interest in such InterNote at least six months prior to exercise, (B) the death of such beneficial owner has occurred and (C) the Representative has authority to act on behalf of the deceased beneficial owner of Notes owner, (iv) if applicable, a properly executed assignment or endorsement, and (v) if the beneficial interest in such calendar yearInterNote is held by a nominee of the deceased beneficial owner, a certificate or letter satisfactory to the Trustee and the Company from such nominee attesting to the deceased's ownership of a beneficial interest in such InterNote, and (vi) tax waivers and such other instruments or documents that the Trustee or the Company reasonably requires in order to establish the validity of ownership of the InterNotes and the claimant's entitlement to payment. The Company may also limit Notwithstanding the foregoing, the eligibility or validity of any exercise of the Survivor’s 's Option, shall be subject to the final approval of the Company, in its sole discretion, which final approval shall be final and binding on all parties. In the event that an InterNote (or any portion thereof) tendered for repayment pursuant to valid exercise of the Survivor's Option is not accepted, the Trustee shall deliver a notice by first-class mail to principal amounts of $1,000 and integral multiples of $1,000the Representative, that states the reason such InterNote (or portion thereof) has not been accepted for payment. Each of these limitations is referred to herein as a “Put Limitation.” The death of a person holding a beneficial interest owning an InterNote in a Note as a joint tenant tenancy or tenant tenancy by the entirety with another person, or as a tenant in common with the deceased holder’s spouse, will others shall be deemed to be the death of the beneficial owner of the NoteInterNote, and the entire principal amount of the Note InterNote so held shall be subject to repayment, together with interest accrued thereon to the repayment date. However, the The death of a person holding a beneficial interest in a Note as tenant owning an InterNote by tenancy in common with a person other than such deceased holder’s spouse will shall be deemed to be the death of a beneficial an owner of an InterNote only with respect to the deceased person’s owner's interest in the NoteInterNote so held by tenancy in common; except that in the event an InterNote is held by husband and wife as tenants in common, the death of either shall be deemed the death of the owner of the InterNote, and only the deceased beneficial owner’s percentage interest in the entire principal amount of the Note will InterNote so held shall be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representativerepayment. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will an InterNote, shall be deemed to be the death of the beneficial owner of such Note thereof for purposes of this provision, regardless of whether such beneficial owner was the registered holder of the Noteholder, if such beneficial interest can be established to the satisfaction of the Trustee and the Company. Such beneficial ownership interest will shall 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 spouses. In addition, the beneficial ownership interest will be deemed to exist in a husband and wife and custodial and trust arrangements where one person has substantially all of the beneficial ownership interest in the Note InterNote during his or her lifetime. Tenders of Notes (or portion thereof) pursuant to valid exercises of the Survivor’s Option shall be accepted in the order all such Notes are received by the Trustee, except for any Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if applied. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Notes (or portions thereof) were originally tendered. Any Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date that occurs 30 or more calendar days after the date of acceptance. In the event that a Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the applicable Representative, that states the reason such Note (or portion thereof) has not been accepted for payment. Subject to the foregoing, in order for a Survivor’s Option to be validly exercised, the Trustee and the Company must receive from the applicable Representative: (i) a written request for repayment signed by such Representative, and such signature must be 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 or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the Note to be repaid; (iii) appropriate evidence that (A) the deceased was the beneficial owner of the Note at the time of death and the interest in such Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (B) the death of such beneficial owner has occurred and the date of such death and (C) such Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Note is held by a nominee, trustee, custodian or other person in a similar capacity of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; (vi) tax waivers and such other instruments or documents that the Trustee and the Company reasonably require in order to establish the validity of the beneficial ownership of the Notes and the claimant’s entitlement to payment; and (vii) any additional information the Trustee or the Company reasonably requires 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 of the Notes. For Notes InterNotes represented by a Depository Global SecurityNote, the Depository or its nominee shall be the holder of such Note InterNote and therefore shall be the only entity that can exercise the Survivor’s 's Option for such NoteInterNote. To obtain repayment pursuant to exercise of the Survivor’s 's Option with respect to such NoteInterNote, the Representative must provide to the broker or other entity through which the beneficial interest in such Note InterNote is held by the deceased beneficial owner: owner (i) a written instruction the documents described in clauses (i), (iii) and (vi) of the second preceding paragraph and (ii) instructions to such broker or other entity to notify the Depository of the such Representative’s 's desire to obtain repayment pursuant to exercise of the Survivor’s 's Option; . Such broker or other entity shall provide to the Trustee (iii) the documents referenced above received from the Representative referred to in clause (i) of the preceding paragraph; sentence and (ii) a certificate satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; and (iii) a detailed description of the Note, including CUSIP, interest rate, and Maturity Date. Such broker or other entity shall be responsible for disbursing any payments it receives pursuant to exercise of the Survivor’s 's Option to the appropriate Representative. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.

SURVIVOR'S OPTION. The Notes shall contain a provision that provides for the optional repayment of the Notes prior to their Stated Maturity, if requested by the authorized representative of the beneficial owner of those Notes (the “Representative”), following the death of the beneficial owner (a “Survivor’s Option”), so long as the Notes were owned by the beneficial owner or his or her estate at least six months Unless this Agreement has been declared due and payable prior to the request and certain documentation requirements are satisfied; provided, however, that if Maturity Date of the terms related Notes by reason of any such Note conflict with any provision Event of Default, or has been previously redeemed or otherwise repaid, the Agreement Holder may request repayment of this Article 3, the terms of such Note shall govern. Pursuant to Agreement upon the valid exercise of the Survivor’s 's Option in the Notes by the Representative of the deceased Beneficial Owner of such Notes (a "Survivor's Option").] Except as provided below, upon the Company shall repay any Note tender to and acceptance by Conversion Solutions, Inc. of this Agreement (or portion thereof) properly tendered for repayment by securing the Representative under Notes as to which the laws Survivor's Option has been exercised, Conversion Solutions, Inc. shall repay to the Agreement Holder the amount of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner or surviving joint owner with such deceased beneficial owner) at a price Fund equal to (i) 100% of the principal amount of the deceased beneficial owner’s beneficial interest in such Note Notes as to which the Survivor's Option has been validly exercised and accepted, plus accrued and unpaid interest to, but not including, on such amount to the date of such repayment repayment, or (or at a price equal to ii) in the amortized face amount for Original case of Discount Notes, the Issue Discount Securities on the date of such repayment), subject to certain limitations. Any Note (or portion thereof) tendered pursuant to a valid exercise Price of the Survivor’s Option may not be withdrawn. The Company has the discretionary right to limit the aggregate principal amount of Notes as to which exercises of the Survivor’s 's Option has been validly exercised and accepted, plus accrued discount and any accrued and unpaid interest on such amount to the date of repayment. However, Conversion Solutions, Inc. shall not be accepted by the Company from the Representatives of all deceased beneficial owners in any calendar year obligated to an amount equal to repay: O more than the greater of $1,000,000 2,000,000 or 12% of the principal amount of aggregate deposit for all funding agreement contracts securing all outstanding notes issued under the Conversion Solutions, Inc. Core Notes outstanding program as of the end of the most recent calendar year. The Company also has the discretionary right to limit to ; O more than $250,000 in any calendar year aggregate deposit of funding agreement contracts securing outstanding notes issued under the aggregate principal amount of Conversion Solutions, Inc. Core Notes program as to which exercises the Survivor's Option has been exercised on behalf of any single beneficial owner in any calendar year; or O more than 50% of the Survivor’s Option shall be accepted by Deposit under this Agreement which secures the Company from related Notes, as of the Representative later of any individual deceased beneficial owner the end of Notes in such the most recent calendar year. The Company may also limit Conversion Solutions, Inc. shall not make repayments pursuant to the Agreement Holder's request for repayment upon exercise of the Survivor’s 's Option to principal in amounts of $1,000 and integral multiples of that are less than $1,000. Each of these limitations is referred to herein as a “Put Limitation.” The death of a person holding a beneficial interest in a Note as a joint tenant or tenant by the entirety with another person, or as a tenant in common with the deceased holder’s spouseand, will be deemed to be the death of the beneficial owner of the Note, and the entire principal amount of the Note so held shall be subject to repayment. However, the death of a person holding a beneficial interest in a Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s interest in the Noteevent that the limitations described in the preceding sentence would result in the partial repayment of this Agreement, and only the deceased beneficial owner’s percentage interest in the principal amount of this Agreement remaining outstanding after repayment must be at least $1,000 (the Note will be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representative. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the death of the beneficial owner of such Note for purposes minimum authorized denomination of this provision, regardless of whether such beneficial owner was Agreement). A request for repayment by the registered holder of the Note, if such beneficial interest can be established Agreement Holder upon an otherwise valid election to the satisfaction of the Trustee and the Company. Such beneficial ownership 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 spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interest in the Note during his or her lifetime. Tenders of Notes (or portion thereof) pursuant to valid exercises of exercise the Survivor’s 's Option shall may not be accepted in the order all such Notes are received by the Trustee, except for any Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if appliedwithdrawn. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Notes (or portions thereof) were originally tendered. Any Note This Agreement (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date for the related Notes that occurs 30 20 or more calendar days after the date of such acceptance. In the event that a Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the applicable Representative, that states the reason such Note (or portion thereof) has not been accepted for payment. Subject to the foregoing, in order for a Survivor’s Option to be validly exercised, the Trustee and the Company must receive from the applicable Representative: (i) a written request for repayment signed by such Representative, and such signature must be 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 or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the Note to be repaid; (iii) appropriate evidence that (A) the deceased was the beneficial owner of the Note at the time of death and the interest in such Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (B) the death of such beneficial owner has occurred and the date of such death and (C) such Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Note is held by a nominee, trustee, custodian or other person in a similar capacity of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; (vi) tax waivers and such other instruments or documents that the Trustee and the Company reasonably require in order to establish the validity of the beneficial ownership of the Notes and the claimant’s entitlement to payment; and (vii) any additional information the Trustee or the Company reasonably requires 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 of the Notes. For Notes represented by a Depository Global Security, the Depository or its nominee shall be the holder of such Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased beneficial owner: (i) a written instruction to such broker or other entity to notify the Depository of the Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option; (ii) the documents referenced above in the preceding paragraph; (ii) a certificate satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; and (iii) a detailed description of the Note, including CUSIP, interest rate, and Maturity Date. 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. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.

SURVIVOR'S OPTION. The Unless otherwise provided with respect to any series of Series A Senior Notes, if the terms of any Series A Senior Notes shall contain a provision that provides for the optional repayment established in accordance with Section 3.01 of the Series A Senior Notes prior to their Stated Maturity, if requested by Indenture provide that the authorized representative of the a beneficial owner of those such Series A Senior Notes (shall have the “Representative”), option to elect repayment of such Series A Senior Notes following the death of the beneficial owner of such Note (a “Survivor’s Option”), so long as the Notes were owned such Series A Senior Note was acquired by the beneficial owner or his or her estate of such Series A Senior Note at least six months prior to the request and certain documentation requirements are satisfieddate of death, the exercise of the Survivor’s Option shall be subject to the terms of this Article 4; provided, however, that if the terms of any such Series A Senior Note conflict conflicts with any provision of this Article 34, the terms of such Series A Senior Note shall govern. Pursuant to the valid exercise of the Survivor’s Option, as determined in the sole discretion of the Company which shall be evidenced by a written confirmation to the Trustee, the Company shall repay any Series A Senior Note (or portion thereof) properly tendered for repayment by or on behalf of the Representative person (the “Representative”) that has authority to act on behalf of the deceased beneficial owner of a Series A Senior Note under the laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner or surviving joint owner with such deceased beneficial owner) at a price equal to 100% of the principal amount of the deceased beneficial owner’s beneficial interest in such Series A Senior Note plus accrued and unpaid interest to, but not including, to the date of such repayment (or at a price equal to the amortized face amount for Original Issue Discount Securities Series A Senior Notes on the date of such repayment), subject to certain limitationsany limitations set forth in the terms of the applicable Series A Senior Note with respect to such Survivor’s Option with respect to aggregate exercises of Survivor’s Options in any year or on behalf of any one deceased beneficial owner (each, a “Put Limitation”). Any Series A Senior Note (or portion thereof) tendered pursuant to a valid exercise of the Survivor’s Option may not be withdrawn. The Company has the discretionary right to limit the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representatives of all deceased beneficial owners in any calendar year to an amount equal to the greater of $1,000,000 or 1% of the principal amount of all the Notes outstanding as of the end of the most recent calendar year. The Company also has the discretionary right to limit to $250,000 in any calendar year the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representative of any individual deceased beneficial owner of Notes in such calendar year. The Company may also limit the exercise of the Survivor’s Option to principal amounts of $1,000 and integral multiples of $1,000. Each of these limitations is referred to herein as a “Put Limitation.” The death of a person holding a beneficial interest in a Series A Senior Note 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 to be the death of the beneficial owner of the Series A Senior Note, and the entire principal amount of the Series A Senior Note so held shall be subject to repayment. However, the death of a person holding a beneficial interest in a Series A Senior Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s interest in the Series A Senior Note, and only the deceased beneficial owner’s 's percentage interest in the principal amount of the Series A Senior Note will be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representativeperson who has authority to act on behalf of the deceased beneficial owner. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Series A Senior Note will be deemed to be the death of the beneficial owner of such Series A Senior Note for purposes of this provision, regardless of whether such beneficial owner was the registered holder of the Series A Senior Note, if such beneficial interest can be established to the satisfaction of the Trustee and the CompanyTrustee. Such beneficial ownership 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 spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interest in the Series A Senior Note during his or her lifetime. Tenders of Series A Senior Notes (or portion thereof) pursuant to valid exercises of the Survivor’s Option shall be accepted in the order all such Series A Senior Notes are received by the TrusteeTrustee on behalf of the Company who will forward on all such Survivor’s Option Documentation (as defined below) to the Company for review and acceptance by the Company which shall be the final determination regarding whether the Survivor's Option Documentation (as defined below) is in acceptable form, except for any Series A Senior Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if appliedany. If, as of the end of any calendar year, the aggregate principal amount of Series A Senior Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, if any, any exercise(s) of the Survivor’s Option with respect to Series A Senior Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Series A Senior Notes (or portions thereof) were originally tendered. Any Series A Senior Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date that occurs 30 20 or more calendar days after the date of acceptance, unless otherwise specified pursuant to Section 3.01 of the Amended and Restated Indenture. In the event that a Series A Senior Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the applicable Representativeregistered holder thereof at its last known address as indicated in the Survivor’s Option Documentation (as defined below), that states the reason such Series A Senior Note (or portion thereof) has not been accepted for payment. Subject to For any Series A Senior Note that is a Global Security, the foregoing, in order for a Depositary or its nominee shall be the holder of such Series A Senior Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Series A Senior Note. To obtain repayment pursuant to be validly exercisedexercise of the Survivor’s Option with respect to such Series A Senior Note, the Trustee and Representative must provide to the Company must receive from broker or other entity through which the applicable Representative: beneficial interest in such Series A Senior Note is held by the deceased beneficial owner (i) a written request for repayment signed by such the Representative, including the address of the Representative and account details to which the repayment pursuant to exercise of the Survivor’s Option shall be made, and such signature must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or a commercial bank or trust company having an office or correspondent in the United States or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the a Series A Senior Note (or portion thereof) to be repaid; (iii) appropriate evidence a certification that (A) the deceased was the beneficial owner of the Series A Senior Note at the time of death and the interest in such Series A Senior Note was owned acquired by the deceased beneficial owner or his or her estate holder at least six months prior to the request for repaymentdate of such death and, (B) the death of such beneficial owner has occurred and the date of such death and (C) such the Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Series A Senior Note is held by a nominee, trustee, custodian or other person in a similar capacity capacity, of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; Series A Senior Note; (vi) tax waivers certificates and such other instruments or documents that the Trustee and the Company reasonably require requires in order to establish the validity of the beneficial ownership of the Series A Senior Notes and the claimant’s entitlement to payment; and payment; (vii) any additional information the Trustee or the Company reasonably requires 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 of the Series A Senior Notes. For Notes represented by a Depository Global Security, the Depository or its nominee shall be the holder of such Note ; and therefore shall be the only entity that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased beneficial owner: (iviii) a written instruction instructions to such broker or other entity to notify the Depository Depositary of the such Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option; Option (iicollectively, the “Survivor’s Option Documentation”). Such broker or other entity shall provide to the Trustee and the Trustee will forward to the Company for a final determination that it is in proper form and has been accepted (i) the documents referenced above in Survivor’s Option Documentation received from the preceding paragraph; Representative and (ii) a certificate satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; . The Company shall confirm in writing (including by e-mail or facsimile) to the Trustee that each such tender of Survivor's Option Documentation has been accepted. Subject to the Company’s right hereunder with respect to any Put Limitation, and (iii) provided that the Survivor’s Option Documentation is in fact received by the Company, the Trustee shall be entitled to fully and conclusively rely on the Company's written acceptance, and shall have no liability whatsoever for the information supplied by a detailed description broker or other entity delivering the Survivor’s Option Documentation, the Representative or other entity with respect to the above and/or in processing the exercise of the Note, including CUSIP, interest rate, and Maturity DateSurvivor's Option. 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. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.

SURVIVOR'S OPTION. The Notes shall contain a provision that provides for the optional repayment of the Notes prior to their Stated Maturity, if requested by the authorized representative of the beneficial owner of those Notes (the “Representative”), following the death of the beneficial owner (a “Survivor’s Option”), so long as the Notes were owned by the beneficial owner or his or her estate at least six months prior to the request and certain documentation requirements are satisfied; provided, however, that if the terms of any such Note conflict with any provision of this Article 3, the terms of such Note shall govern. Pursuant to the valid exercise of the Survivor’s Option, the Company shall repay any Note (or portion thereof) properly tendered for repayment by the Representative under the laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner or surviving joint owner with such deceased beneficial owner) at a price equal to 100% of the principal amount of the deceased beneficial owner’s beneficial interest in such Note plus accrued and unpaid interest to, but not including, the date of such repayment (or at a price equal to the amortized face amount for Original Issue Discount Securities on the date of such repaymentSECURITIES ON THE DATE OF SUCH REPAYMENT), subject to certain limitationsSUBJECT TO CERTAIN LIMITATIONS. Any Note ANY NOTE (or portion thereofOR PORTION THEREOF) tendered pursuant to a valid exercise of the Survivor’s Option may not be withdrawnTENDERED PURSUANT TO A VALID EXERCISE OF THE SURVIVOR’S OPTION MAY NOT BE WITHDRAWN. The Company has the discretionary right to limit the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representatives of all deceased beneficial owners in any calendar year to an amount equal to the greater of $1,000,000 or 1% of the principal amount of all the Notes outstanding as of the end of the most recent calendar year. The Company also has the discretionary right to limit to $250,000 in any calendar year the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representative of any individual deceased beneficial owner of Notes in such calendar year. The Company may also limit the exercise of the Survivor’s Option to principal amounts of $1,000 and integral multiples of $1,000. Each of these limitations is referred to herein as a “Put Limitation.” The death of a person holding a beneficial interest in a Note 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 to be the death of the beneficial owner of the Note, and the entire principal amount of the Note so held shall be subject to repayment. However, the death of a person holding a beneficial interest in a Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s interest in the Note, and only the deceased beneficial owner’s percentage interest in the principal amount of the Note will be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representative. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the death of the beneficial owner of such Note for purposes of this provision, regardless of whether such beneficial owner was the registered holder of the Note, if such beneficial interest can be established to the satisfaction of the Trustee and the Company. Such beneficial ownership 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 spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interest in the Note during his or her lifetime. Tenders of Notes (or portion thereof) pursuant to valid exercises of the Survivor’s Option shall be accepted in the order all such Notes are received by the Trustee, except for any Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if applied. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Notes (or portions thereof) were originally tendered. Any Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date that occurs 30 or more calendar days after the date of acceptance. In the event that a Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the applicable Representative, that states the reason such Note (or portion thereof) has not been accepted for payment. Subject to the foregoing, in order for a Survivor’s Option to be validly exercised, the Trustee and the Company must receive from the applicable Representative: (i) a written request for repayment signed by such Representative, and such signature must be 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 or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the Note to be repaid; (iii) appropriate evidence that (A) the deceased was the beneficial owner of the Note at the time of death and the interest in such Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (B) the death of such beneficial owner has occurred and the date of such death and (C) such Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Note is held by a nominee, trustee, custodian or other person in a similar capacity of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; (vi) tax waivers and such other instruments or documents that the Trustee and the Company reasonably require in order to establish the validity of the beneficial ownership of the Notes and the claimant’s entitlement to payment; and (vii) any additional information the Trustee or the Company reasonably requires 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 of the Notes. For Notes represented by a Depository Global Security, the Depository or its nominee shall be the holder of such Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased beneficial owner: (i) a written instruction to such broker or other entity to notify the Depository of the Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option; (ii) the documents referenced above in the preceding paragraph; (ii) a certificate satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; and (iii) a detailed description of the Note, including CUSIP, interest rate, and Maturity Date. 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. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.

SURVIVOR'S OPTION. The Notes shall contain a provision that provides for Unless this Contract has been declared due and payable prior to its Stated Maturity Date by reason of any Event of Default, or has been previously redeemed or otherwise repaid, the optional Owner may request repayment of this Contract upon the valid exercise of the Survivor’s Option in the Notes prior to their Stated Maturity, if requested by the authorized representative Representative (defined in the Notes) of the deceased beneficial owner of those such Notes (the “Representative”), following the death of the beneficial owner (a “Survivor’s Option”). Except as provided below, so long as upon the Notes were owned tender and acceptance by the beneficial owner or his or her estate at least six months prior to the request and certain documentation requirements are satisfied; provided, however, that if the terms of any such Note conflict with any provision Protective of this Article 3, the terms of such Note shall govern. Pursuant to the valid exercise of the Survivor’s Option, the Company shall repay any Note Contract (or portion thereof) properly tendered for repayment by securing the Representative under Notes as to which the laws Survivor’s Option has been exercised, Protective shall repay to the Owner the amount of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner or surviving joint owner with such deceased beneficial owner) at a price Funding Account equal to 100% of the principal amount of the deceased beneficial ownerNotes as to which the Survivor’s beneficial interest in such Note Option has been exercised, plus accrued and unpaid interest to, but not including, to the date of such repayment repayment. However, Protective shall not be obligated to repay: • the greater of $2,000,000 or 2% (or at a price equal such other amounts, as specified in the Pricing Supplement) in aggregate principal amount for all funding agreement contracts securing all outstanding notes issued to retail investors under any Protective Life secured notes program as of the end of the most recent calendar year (the “Annual Put Limitation”); • more than $250,000 (or such other amounts, as specified in the Pricing Supplement) in aggregate principal amount of funding agreement contracts securing outstanding notes issued under any Protective Life secured notes program as to which the Survivor’s Option has been exercised on behalf of any individual deceased Beneficial Owner in any calendar year (the “Individual Put Limitation”); or • more than the aggregate principal amount of funding agreement contracts securing Outstanding Notes of the Related Series of Notes specified in the Pricing Supplement (the “Series Put Limitation”). Protective shall not make repayments pursuant to the amortized face amount Owner’s request for Original Issue Discount Securities on the date of such repayment), subject to certain limitations. Any Note (or portion thereof) tendered pursuant to a valid repayment upon exercise of the Survivor’s Option in amounts that are less than the minimum authorized denomination of the Notes, and, in the event that the limitations described in the preceding sentence would result in the partial repayment of this Contract, the principal amount of this Contract remaining outstanding after repayment must be at least the minimum authorized denomination of the Notes. A request for repayment by the Owner upon an otherwise valid election to exercise the Survivor’s Option may not be withdrawn. The Company has the discretionary right to limit the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representatives of all deceased beneficial owners in any calendar year to an amount equal to the greater of $1,000,000 or 1% of the principal amount of all the Notes outstanding as of the end of the most recent calendar year. The Company also has the discretionary right to limit to $250,000 in any calendar year the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representative of any individual deceased beneficial owner of Notes in such calendar year. The Company may also limit the exercise of the Survivor’s Option to principal amounts of $1,000 and integral multiples of $1,000. Each of these limitations is referred to herein as a “Put Limitation.” The death of a person holding a beneficial interest in a Note 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 to be the death of the beneficial owner of the Note, and the entire principal amount of the Note so held shall be subject to repayment. However, the death of a person holding a beneficial interest in a Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s interest in the Note, and only the deceased beneficial owner’s percentage interest in the principal amount of the Note will be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representative. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the death of the beneficial owner of such Note for purposes of this provision, regardless of whether such beneficial owner was the registered holder of the Note, if such beneficial interest can be established to the satisfaction of the Trustee and the Company. Such beneficial ownership 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 spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interest in the Note during his or her lifetime. Tenders of Notes (or portion thereof) pursuant to valid exercises of the Survivor’s Option shall be accepted in the order all such Notes are received by the Trustee, except for any Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if applied. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Notes (or portions thereof) were originally tendered. Any Note Contract (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date for the related Series of Notes that occurs 30 20 or more calendar days after the date of such acceptance. In the event that a Note order to obtain repayment of this Contract (or any portion thereof) tendered for repayment pursuant to a valid upon exercise of the Survivor’s Option is not acceptedOption, the Trustee shall deliver a notice, by first-class mail Owner must provide to the applicable Representative, that states the reason such Note (or portion thereof) has not been accepted for payment. Subject to the foregoing, in order for a Survivor’s Option to be validly exercised, the Trustee and the Company must receive from the applicable Representative: Protective (i) a written request for repayment signed by such Representativethe Owner, and such signature must be 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 or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the Note to be repaid; (iii) appropriate evidence that (A) the deceased was the beneficial owner of the Note at the time of death and the interest in such Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (B) the death of such beneficial owner has occurred and the date of such death and (C) such Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Note is held by a nominee, trustee, custodian or other person in a similar capacity of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; (vi) tax waivers and such other instruments or documents that the Trustee and the Company reasonably require in order to establish the validity of the beneficial ownership of the Notes and the claimant’s entitlement to payment; and (vii) any additional information the Trustee or the Company reasonably Protective requires 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 of the Notesthis Contract (or portion thereof). For Notes represented by a Depository Global Security, the Depository or its nominee shall be the holder of such Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased beneficial owner: (i) a written instruction to such broker or other entity to notify the Depository of the Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option; (ii) the documents referenced above in the preceding paragraph; (ii) a certificate satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; and (iii) a detailed description of the Note, including CUSIP, interest rate, and Maturity Date. 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. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.RIDER B

SURVIVOR'S OPTION. The Notes shall contain a provision that provides for If so specified in any Note, the optional repayment of the Notes prior to their Stated Maturity, if requested by the authorized representative of the a beneficial owner of those Notes (such Note shall have the “Representative”), option to elect repayment or repurchase of such Note following the death of the beneficial owner of such Note (a “"Survivor’s 's Option”"), so long as the Notes were owned . The terms of any such Survivor's Option shall be specified by the beneficial owner or his or her estate at least six months prior Company pursuant to Section 2.01 and set forth in the request terms of the applicable Note. Exercise of the Survivor's Option for Notes of any series shall be made in accordance with such terms and certain documentation requirements are satisfiedthis Section 3.05; provided, however, that if the terms any provision of any such Note conflict a series of Notes conflicts with any provision of this Article 3Section 3.05, the terms provision of such Note series of Notes shall govern. Pursuant to the valid exercise of the Survivor’s 's Option, the Company shall repay or repurchase any Note (or portion thereof) properly tendered for repayment or repurchase by or on behalf of the Representative person (the "Representative") that has authority to act on behalf of the deceased beneficial owner of a Note under the laws of the appropriate jurisdiction (including, without limitation, the personal representative or executor of the deceased beneficial owner or surviving joint owner with such deceased beneficial owner) at a price equal to 100% of the principal amount of the deceased beneficial owner’s 's beneficial interest in such Note plus accrued and unpaid interest to, but not including, to the date of such repayment or repurchase (or at a price equal to the amortized face amount Amortized Face Amount for Original Issue Discount Securities Notes and Zero-Coupon Notes on the date of such repaymentrepayment or repurchase), subject to certain limitationsany limitations set forth with respect to such Survivor's Option with respect to aggregate exercises of Survivor's Options in any year or on behalf of any one deceased beneficial owner (each, a "Put Limitation"). Any Note (or portion thereof) tendered pursuant to a valid exercise of the Survivor’s 's Option may not be withdrawn. The Company has the discretionary right to limit the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representatives of all deceased beneficial owners in any calendar year to an amount equal to the greater of $1,000,000 or 1% of the principal amount of all the Notes outstanding as of the end of the most recent calendar year. The Company also has the discretionary right to limit to $250,000 in any calendar year the aggregate principal amount of Notes as to which exercises of the Survivor’s Option shall be accepted by the Company from the Representative of any individual deceased beneficial owner of Notes in such calendar year. The Company may also limit the exercise of the Survivor’s Option to principal amounts of $1,000 and integral multiples of $1,000. Each of these limitations is referred to herein as a “Put Limitation.” The death of a person holding a beneficial interest in a Note 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 to be the death of the beneficial owner of the Note, and the entire principal amount of the Note so held shall be subject to repayment. However, the death of a person holding a beneficial interest in a Note as tenant in common with a person other than such deceased holder’s spouse will be deemed to be the death of a beneficial owner only with respect to the deceased person’s interest in the Note, and only the deceased beneficial owner’s percentage interest in the principal amount of the Note will be subject to repayment to the estate of the deceased beneficial owner upon application of the applicable Representative. The death of a person who, during his or her lifetime, was entitled to substantially all of the beneficial interests of ownership of a Note will be deemed to be the death of the beneficial owner of such Note for purposes of this provision, regardless of whether such beneficial owner was the registered holder of the Note, if such beneficial interest can be established to the satisfaction of the Trustee and the Company. Such beneficial ownership 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 spouses. In addition, the beneficial ownership interest will be deemed to exist in custodial and trust arrangements where one person has all of the beneficial ownership interest in the Note during his or her lifetime. Tenders of Notes (or portion thereof) pursuant to valid exercises of the Survivor’s Option shall be accepted in the order all such Notes are received by the Trustee, except for any Note (or portion thereof) the acceptance of which would contravene a Put Limitation, if applied. If, as of the end of any calendar year, the aggregate principal amount of Notes (or portions thereof) that have been tendered pursuant to the valid exercise of the Survivor’s Option during such year has exceeded a Put Limitation, any exercise(s) of the Survivor’s Option with respect to Notes (or portions thereof) not accepted during such calendar year because such acceptance would have contravened such Put Limitation, if applied, shall be deemed to be tendered in the following calendar year in the order such Notes (or portions thereof) were originally tendered. Any Note (or portion thereof) accepted for repayment pursuant to exercise of the Survivor’s Option shall be repaid on the first Interest Payment Date that occurs 30 or more calendar days after the date of acceptance. In the event that a Note (or any portion thereof) tendered for repayment pursuant to a valid exercise of the Survivor’s Option is not accepted, the Trustee shall deliver a notice, by first-class mail to the applicable Representative, that states the reason such Note (or portion thereof) has not been accepted for payment. Subject to the foregoing, in order for a Survivor’s Option to be validly exercised, the Trustee and the Company must receive from the applicable Representative: (i) a written request for repayment signed by such Representative, and such signature must be 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 or medallion guaranteed by a savings bank or credit union; (ii) as applicable, tender of the Note to be repaid; (iii) appropriate evidence that (A) the deceased was the beneficial owner of the Note at the time of death and the interest in such Note was owned by the deceased beneficial owner or his or her estate at least six months prior to the request for repayment, (B) the death of such beneficial owner has occurred and the date of such death and (C) such Representative has authority to act on behalf of the deceased beneficial owner; (iv) if applicable, a properly executed assignment or endorsement; (v) if the interest in such Note is held by a nominee, trustee, custodian or other person in a similar capacity of the deceased beneficial owner, a certificate satisfactory to the Trustee and the Company from such nominee, trustee, custodian or similar person attesting to the deceased’s beneficial ownership in such Note; (vi) tax waivers and such other instruments or documents that the Trustee and the Company reasonably require in order to establish the validity of the beneficial ownership of the Notes and the claimant’s entitlement to payment; and (vii) any additional information the Trustee or the Company reasonably requires 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 of the Notes. For Notes represented by a Depository Global Security, the Depository or its nominee shall be the holder of such Note and therefore shall be the only entity that can exercise the Survivor’s Option for such Note. To obtain repayment pursuant to exercise of the Survivor’s Option with respect to such Note, the Representative must provide to the broker or other entity through which the beneficial interest in such Note is held by the deceased beneficial owner: (i) a written instruction to such broker or other entity to notify the Depository of the Representative’s desire to obtain repayment pursuant to exercise of the Survivor’s Option; (ii) the documents referenced above in the preceding paragraph; (ii) a certificate satisfactory to the Trustee and the Company from such broker or other entity stating that it represents the deceased beneficial owner; and (iii) a detailed description of the Note, including CUSIP, interest rate, and Maturity Date. 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. Subject to the Company’s right hereunder with respect to any Put Limitation, and provided that the requisite items above are in fact received by the Trustee, the Trustee shall be entitled to fully rely, and shall have no liability in relying, on the information supplied by a broker, the Representative or other entity with respect to the above and/or in processing the exercise of the Survivor’s Option. All questions as to the eligibility or validity of any exercise of the Survivor’s Option will be determined by the Company, in its sole discretion, which determination shall be final and binding on all parties, and the Trustee shall be entitled to fully rely upon the Company’s determination as to the eligibility or validity of any exercise of a Survivor’s Option and shall not be liable with respect to the acceptance or rejection of any exercise of the Survivor’s Option.