EXHIBIT 4.12
If the registered owner of this Note is The Depository Trust Company or a
nominee thereof, this Note is a Global Security and the following legends are
applicable. THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE
INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY
OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR NOTES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO
A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of DTC (and any payment is made to Cede & Co. or
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.
THIS NOTE IS NOT A SAVINGS ACCOUNT OR A DEPOSIT, IS NOT AN OBLIGATION OF OR
GUARANTEED BY ANY BANKING OR NONBANKING AFFILIATE OF CIT GROUP INC. AND IS NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY.
CIT GROUP INC.
CIT INTERNOTE
REGISTERED
NUMBER ____________ CUSIP _________________
PRINCIPAL AMOUNT:
$_____________
ISSUE DATE: INTEREST RATE: MATURITY DATE:
__________________ _______% ______________
ISSUE PRICE (expressed as a percentage INTEREST PAYMENT FREQUENCY (check
aggregate principal amount): applicable):
[ ] Monthly [ ] Quarterly
____________% [ ] Semi-annual [ ] Annual
REDEMPTION RIGHT: [ ] Yes (If yes, the Corporation has the right to redeem this
Note on any Interest Payment Date after __________________)
REPAYMENT RIGHT: [ ] Yes (If yes, the holder of this Note has the right to the
repayment of this Note on any Interest Payment Date after __________________)
SURVIVOR'S OPTION: [ ] Yes (If yes, the attached Survivor's Option Rider is
incorporated into this Note)
MINIMUM DENOMINATIONS: $_________________________________________ (if other than
$1,000)
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CIT Group Inc., a corporation duly organized and existing under the laws of
the State of Delaware (herein called the "Corporation," which term includes any
successor corporation under the Indenture referred to on the reverse hereof),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the Principal Amount on the Maturity Date, and to pay interest, until the
Principal Amount is paid, thereon from and including the Issue Date or, in the
case of a Note issued upon registration of transfer or exchange, from and
including the most recent Interest Payment Date to which interest has been paid
or duly provided for as follows: the Interest Payment Dates for a Note that
provides for monthly interest payments shall be the fifteenth day of each
calendar month (or the next Business Day), commencing in the calendar month that
next succeeds the month of the Issue Date; in the case of a Note that provides
for quarterly interest payments, the Interest Payment Dates shall be the
fifteenth day of each third month (or the next Business Day), commencing in the
third succeeding calendar month following the month of the Issue Date; in the
case of a Note that provides for semi-annual interest payments, the Interest
Payment dates shall be the fifteenth day of each sixth month (or the next
Business Day), commencing in the sixth succeeding calendar month following the
month of the Issue Date; and in the case of a Note that provides for annual
interest payments, the Interest Payment Date shall be the fifteenth day of every
twelfth month (or the next Business Day), commencing in the twelfth succeeding
calendar month following the month of the Issue Date. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.
Interest payments will be in the amount of interest accrued from, and
including, the next preceding Interest Payment Date in respect of which interest
has been paid or duly provided for or, if no interest has been paid, from the
Issue Date specified above, to, but excluding, the Interest Payment Date or
Maturity Date, as the case may be. If the Maturity Date or an Interest Payment
Date falls on a day which is not a Business Day, principal or interest payable
with respect to such Maturity Date or Interest Payment Date will be paid on the
next succeeding Business Day with the same force and effect as if made on such
Maturity Date or Interest Payment Date, as the case may be, and no additional
interest shall accrue for the period from and after such Maturity Date or
Interest Payment Date. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Note (or one or more predecessor Notes)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the close of business on the first day of the calendar
month in which the Interest Payment Date occurs, whether or not such date shall
be a Business Day; provided, however, that the Regular Record Date for the final
Interest Payment Date is the Maturity Date. Any such interest not so punctually
paid or duly provided for shall be payable as provided in the Indenture. As used
herein, the term "Business Day" means any day, other than a Saturday or Sunday,
that is neither a legal holiday nor a day on which commercial banks are
authorized or required by law, regulation or executive order to close in The
City of New York.
The principal of and interest on this Note are payable in immediately
available funds in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts at
the office or agency of the Corporation designated as provided in the Indenture;
provided, however, that interest may be paid, at the option of the
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Corporation, by check mailed to the person entitled thereto at his address last
appearing on the registry books of the Corporation relating to the Notes.
Subject to applicable laws and regulations, a holder of $1,000,000 (or the
equivalent in other currencies or currency units) or more in aggregate principal
amount of the Notes may, by delivery of a written request to the Paying Agent
under the Indenture, elect to have all payments to such holder made by wire
transfer of immediately available funds to a designated account maintained in
the United States; provided, that such payments to be made on the Maturity Date
will be made only after surrender of such Note or Notes at the office or agency
of the Corporation maintained for that purpose in the Borough of Manhattan, The
City of New York not later than one Business Day prior to the Maturity Date.
Such request may be in writing (mailed or hand delivered) or by cable, telex or
other form of facsimile transmission and must be delivered not later than the
close of business on the Record Date immediately preceding an Interest Payment
Date or the fifteenth day prior to the Maturity Date. Any such election will
remain in effect until revoked by written notice to the Paying Agent, but
written notice of any such revocation must be received by the Paying Agent not
later than the Record Date immediately preceding the applicable Interest Payment
Date or the fifteenth day preceding the Maturity Date.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
REVERSE HEREOF, WHICH SHALL HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH AT
THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee or by an Authenticating Agent on behalf of the Trustee by manual
signature, this Note shall not be entitled to any benefit under such Indenture
or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Corporation has caused this Instrument to be duly
executed, by manual or facsimile signature, under its corporate seal or a
facsimile thereof.
CIT GROUP INC.
By: _____________________________
[SEAL] Name:
Title:
ATTEST:
By:______________________________
_____________ Secretary
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated:_____________
BANK ONE TRUST COMPANY, N.A.,
as Trustee
By:
---------------------------------
Authorized Signatory
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[Reverse of Note]
CIT GROUP INC.
INTERNOTE
This Note is one of a duly authorized series of unsecured notes of the
Corporation designated as "CIT InterNotes", limited to $4,000,000,000 in
principal aggregate amount (the "Notes") issued and to be issued under an
Indenture dated as of August 26, 2002 (the "Indenture"), between the Corporation
and Bank One Trust Company, N.A. (the "Trustee") and Bank One NA, London Branch,
as London Paying Agent and London Calculation Agent, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Corporation, the Trustee and the holders of
the Notes, and the terms upon which the Notes are, and are to be, authenticated
and delivered. The amount of the series of Notes may be increased at any time.
The Notes may bear different dates, mature at different times, bear interest at
different rates and vary in such other ways as are provided in the Indenture.
This Note is not subject to any sinking fund.
IF NO REPAYMENT RIGHT IS SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT BE
REPAID AT THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. If
a Repayment Right is granted on the face of this Note, this Note may be subject
to repayment at the option of the holder on any Interest Payment Date on and
after the date, if any, indicated on the face hereof (each, a "Repayment Date").
On any Repayment Date this Note shall be repayable in whole or in part in
increments of $1,000 at the option of the holder hereof at a repayment price
equal to 100% of the principal amount to be repaid, together with interest
thereon payable to the date of repayment. For this Note to be repaid in whole or
in part at the option of the holder hereof, this Note must be received, with the
form entitled "Option to Elect Repayment" below duly completed, by the
Trustee/Paying Agent at the Corporate Trust Office, or such other address of
which the Corporation shall from time to time notify the holders of the Notes,
not more than 60 nor less than 30 days prior to an Repayment Date. Exercise of
such repayment option by the holder hereof shall be irrevocable.
IF NO REDEMPTION RIGHT IS SET FORTH ON THE FACE HEREOF, THIS NOTE MAY NOT
BE REDEEMED AT THE OPTION OF THE CORPORATION PRIOR TO THE STATED MATURITY DATE.
If a Redemption Right is granted on the face of this Note, this Note may be
redeemed at the option of the Corporation on any Interest Payment Date on and
after the date, if any, specified on the face hereof (each, a "Redemption
Date"). This Note may be redeemed on any Redemption Date in whole or in part in
increments of $1,000 at the option of the Corporation at a redemption price
equal to 100% of the principal amount to be redeemed, together with interest
thereon payable to the Redemption Date, on notice given to the Trustee at least
60 days, and to the holder hereof at least 30 days, prior to the proposed
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the holder
hereof upon the surrender hereof.
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If an Event of Default (as defined in the Indenture) shall occur with
respect to the Notes, the principal of all the Notes may be declared due and
payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
Corporation and the Trustee, with the consent of the holders of not less than
66 2/3% in aggregate principal amount of the Notes then outstanding, evidenced
as in the Indenture provided, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any indenture supplemental thereto or modifying in any
manner the rights of the holders of this Note. The Indenture also contains
provisions permitting the holders of a majority in aggregate principal amount of
Notes then outstanding under the Indenture and affected thereby, on behalf of
the holders of all Notes then outstanding under the Indenture, to waive
compliance by the Corporation with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Corporation, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency, herein prescribed.
No recourse shall be had for the payment of the principal of or the
interest on this Note, or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture supplemental
thereto, against any incorporator, stockholder, officer or director, as such,
past, present or future, of the Corporation or any predecessor or successor
corporation, either directly or through the Corporation, whether by virtue of
any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or by any legal or equitable proceeding or otherwise, all
such liability being, by the acceptance hereof and as a condition of and as part
of the consideration for issue hereof, expressly waived and released.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the register of the
Corporation relating to the Notes, upon surrender of this Note for registration
of transfer at the office or agency of the Corporation designated by it pursuant
to the Indenture, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Corporation and the Trustee or the
registrar duly executed by, the holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee or transferees.
This Note is issuable only as a registered Note without coupons in
denominations of $1,000 and any integral multiple in excess thereof unless
otherwise specifically agreed between the parties and provided on the face of
this Note.
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No service charge will be made for any such registration of transfer or
exchange, but the Corporation may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Corporation, the Trustee, the Paying Agent and any agent of the
Corporation, the Trustee or the Paying Agent may treat the entity in whose name
this Note is registered as the absolute owner hereof for the purpose of
receiving payment as herein provided and for all other purposes, whether or not
this Note be overdue, and neither the Corporation, the Trustee, the Paying Agent
nor any such agent shall be affected by notice to the contrary. All payments
made to or upon the order of such registered holder shall, to the extent of the
sum or sums paid, effectually satisfy and discharge liability for moneys payable
on this Note.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
If the Notes are to be issued and outstanding pursuant to a book-entry-only
system, the following paragraph is applicable: The Notes are being issued by
means of a book-entry-only system with no physical distribution of certificates
to be made except as provided in the Indenture. The book-entry system maintained
by The Depository Trust Company ("DTC") will evidence ownership of the Notes,
with transfers of ownership effected on the records of DTC and its participants
pursuant to rules and procedures established by DTC and its participants. The
Corporation will recognize Cede & Co., as nominee of DTC, while the registered
owner of the Notes, as the owner of the Notes for all purposes, including
payment of principal and interest, notices and voting. Transfer of principal and
interest to participants of DTC will be the responsibility of DTC, and transfer
of principal and interest to beneficial owners of the Notes by participants of
DTC will be the responsibility of such participants and other nominees of such
beneficial owners. So long as the book-entry system is in effect, the selection
of any Notes to be redeemed will be determined by DTC pursuant to rules and
procedures established by DTC and its participants. The Corporation will not be
responsible or liable for such transfers or payments or for maintaining,
supervising or reviewing the records maintained by DTC, its participants or
persons acting through such participants.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
the within Note shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-- as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship and not as
tenants in common
UNIF TRANS MIN ACT--__________Custodian___________
(Cust) (Minor)
Under Uniform Transfers to Minors Act
______________________
(State)
Additional abbreviations may also be used though not in the above list.
__________________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
_______________________________________________________________________________.
[PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
INCLUDING ZIP CODE, OF ASSIGNEE]
_________________________________________________________________
_________________________________________________________________
Please Insert Social Security or Other
Identifying Number of Assignee: ________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________ Attorney to transfer said Note
on the books of the Corporation, with full power of substitution in the
premises.
Dated: ______________________ ------------------------------------------
------------------------------------------
------------------------------------------
(Signature Guaranteed)
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Note in every particular, without alteration
or enlargement or any change whatever and must be guaranteed.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the
Corporation to repay this Note (or portion hereof specified below) pursuant to
its terms at a price equal to the principal amount hereof together with interest
to the repayment date, to the undersigned, at _________________________________
(Please print or typewrite name and address of the undersigned).
For this Note to be repaid, the Trustee (or the Paying Agent on behalf of
the Trustee) must receive at __________________, or at such other place or
places of which the Corporation shall from time to time notify the Holder of
this Note, not more than 60 nor less than 30 days prior to a Repayment Date, if
any, shown on the face of this Note, this Note with this "Option to Elect
Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $__________ or an integral multiple of $l,000 in excess of
$__________) of the Notes to be issued to the Holder for the portion of this
Note not being repaid (in the absence of any such specification, one such Note
will be issued for the portion not being repaid).
$_______________________ --------------------------------------------
NOTICE: The signature on this Option to
DATE: __________________ Elect Repayment must correspond with the
name as written upon the face of this Note
in every particular, without alteration or
enlargement or any change whatever.
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SURVIVOR'S OPTION RIDER
If the Survivor's Option is applicable to this Note, the Representative
(defined below) of a deceased beneficial owner of the Note shall have the option
to elect repayment or repurchase of such Note following the death of the
beneficial owner (a "Survivor's Option"). Unless specifically provided on the
face of this Note, the Survivor's Option may not be exercised unless the Note
was acquired by the beneficial owner at least six months prior to such election.
If the Survivor's Option is applicable to this Note, upon the valid
exercise of the Survivor's Option, the Corporation shall repay or repurchase, at
its option, the Note (or portion thereof), properly tendered for repayment or
repurchase by or on behalf of the 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 the
surviving joint owner of the 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 interest to the date of such repayment or repurchase,
subject to the following limitations:
(a) The Corporation may, in its sole discretion, limit the aggregate
principal amount of Notes as to which exercises of the Survivor's Option
shall be accepted from all deceased beneficial owners in any calendar year
(the "Annual Put Limitation") to an amount equal to the greater of
$2,000,000 or 2% of the Outstanding principal amount of all Notes as of the
end of the most recent calendar year, or such greater amount as the
Corporation in its sole discretion may determine for any calendar year, and
may limit to $250,000, or such greater amount as the Corporation in its
sole discretion may determine for any calendar year, the aggregate
principal amount of acceptances of exercise of the Survivor's Option in
such calendar year for any individual deceased beneficial owner (the
"Individual Put Limitation").
(b) The Corporation shall not make principal repayments pursuant to
exercise of the Survivor's Option in amounts that are less than $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 minimum authorized denomination of the Notes).
(c) Any Note (or portion thereof) tendered pursuant to a valid
exercise of the Survivor's Option may not be withdrawn.
Each Note (or portion thereof) that is tendered pursuant to valid exercise
of the Survivor's Option shall be accepted in the order of all such Notes are
received by the Trustee, 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 beneficial owner. 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
either the Annual Put Limitation, if applied, or the Individual Put Limitation,
if applied, for such year, any exercise(s)
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of the Survivor's Option with respect to Notes (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 Notes (or portions thereof)
were originally tendered. Any Note (or portion thereof) accepted for repayment
or repurchase pursuant to exercise of the Survivor's Option shall be repaid or
repurchased on the first Interest Payment Date that occurs 20 or more calendar
days after the date of such acceptance. In the event that a Note (or any portion
thereof) tendered for repayment or repurchase pursuant to valid exercise of the
Survivor's Option is not accepted, the Trustee shall deliver a notice by
first-class mail to the registered holder thereof, at its last known address as
indicated in the Note Register, that states the reason such Note (or portion
thereof) has not been accepted for payment.
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
(i) a written request for repayment or repurchase 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 a Note (or portion thereof)
to be repaid or repurchased, (iii) appropriate evidence satisfactory to the
Corporation and the Trustee that (A) the deceased was the beneficial owner of
such Note at the time of death and the interest in such note was acquired by the
deceased beneficial owner at least six months prior to the request for repayment
or repurchase, (B) the death of such beneficial owner has occurred, and the date
of such death, and (C) 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 Note is held by a nominee of the
deceased beneficial owner, a certificate satisfactory to the Corporation and the
Trustee from such nominee attesting to the deceased's beneficial ownership in
such Note, (vi) tax waivers and such other instruments or documents that the
Corporation or the Trustee reasonably requires 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 Corporation or the Trustee
requires to evidence satisfaction of any conditions to the exercise of such
Survivor's Option or to document beneficial ownership or authority to make the
election and to cause the repayment or repurchase of such Note. All questions as
to the eligibility or validity of any exercise of the Survivor's Option will be
determined by the Corporation, in its sole discretion, which determination shall
be final and binding on all parties.
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 the death of the beneficial
owner of the Note, and the entire principal amount of the Note so held shall be
subject to repayment or repurchase. 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 the death of a beneficial owner only
with respect to the deceased person's interest in the Note. 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 the death of the
beneficial owner of such note for purposes of this provision, regardless of the
registered holder of the Note, if such beneficial interest can be established to
the satisfaction of the Corporation and the Trustee. Such beneficial interest
will be deemed to exist in typical cases
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of nominee ownership, ownership under the Uniform Transfers to Minors Act or
Uniform Gifts to Minors Act, community property or other joint ownership
arrangements between a husband and wife. In addition, the beneficial 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.
For Notes represented by a Global Note, 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 or repurchase
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)
the documents described in the second preceding paragraph and (ii) instructions
to such broker or other entity to notify the Depository of such Representative's
desire to obtain repayment or repurchase pursuant to exercise of the Survivor's
Option. Such broker or other entity shall provide to the Trustee (i) the
documents received from the Representative referred to in clause (i) of the
preceding sentence and (ii) a certificate satisfactory to the Corporation and
the Trustee from such broker or other entity stating that it represents the
deceased beneficial owner. Such broker or other entity shall be responsible for
disbursing any payments it receives pursuant to exercise of the Survivor's
Option to the appropriate Representative.
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