Common use of Optional Repayment Clause in Contracts

Optional Repayment. If a repayment right is specified in the applicable Note, such Note will be subject to repayment at the option of the Holder and the Company will repay the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, (i) the applicable Note with the form entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a Note shall be irrevocable. Repayment of Discount Notes shall be in the manner set forth in the applicable Note.

Optional Repayment. If a repayment right is specified in on the applicable Noteface hereof, such this Note will be subject to repayment at the option of the Holder and the Company will repay the this Note, or applicable portion thereofhereof, on the repayment date(sRepayment Date(s), if any, indicated in on the applicable Noteface hereof. Such repayments shall be made in whole or in part on such repayment date(sRepayment Date(s) in increments of the authorized denominations specified in on the applicable Note face hereof (provided that any remaining principal amount thereof hereof shall be at least equal to the minimum authorized denomination applicable theretohereto), at the applicable repayment price (the "Repayment Price") Price (expressed as a percentage of the principal amount of the Notes this Note for which repayment is requested) specified in on the applicable Note face hereof (which unless otherwise specified in on the applicable Note face hereof shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a this Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, (i) the applicable this Note with the form entitled "Option to Elect Repayment," attached to the this Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of the applicable this Note, the principal amount thereof, the certificate number of the applicable this Note or a description of the applicable this Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable this Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable this Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a this Note shall be irrevocable. Repayment The repayment of Discount Notes shall be in the manner is set forth in the applicable Noteunder Section 3(e).

Optional Repayment. If a repayment right is so specified in the applicable NotePricing Supplement, such this Note will be subject repayable prior to repayment the Stated Maturity Date at the option of the Holder and the Company will repay the Note, or applicable portion thereof, bearer on the repayment date(sOptional Repayment Date(s), if any, indicated specified in the applicable NotePricing Supplement. Such repayments IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION OF THE BEARER HEREOF PRIOR TO THE STATED MATURITY DATE. Unless otherwise provided in the Pricing Supplement, on any Optional Repayment Date, this Note shall be made repayable in whole or in part on such repayment date(s) in increments at the option of the authorized denominations specified bearer hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by this Note to, but excluding, the date of repayment; provided, however, that, in the applicable event of repayment of this Note (provided that any remaining principal amount thereof in part only, the unrepaid portion hereof shall be at least equal to the minimum authorized denomination applicable thereto)Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, €50,000 or its equivalent in the Specified Currency. For this Note to be repaid in whole or in part at the option of the bearer hereof on any Optional Repayment Date, this Note must be presented, with the form attached hereto entitled “Option to Elect Repayment” duly completed, at the applicable repayment price (the "Repayment Price") (expressed as a percentage offices of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, London Paying Agent not more than seventy-five (75) 60 nor less than thirty (30) calendar 30 days prior to the applicable date of repaymentOptional Repayment Date. Upon such proper presentment, (i) this Note will be repaid on the applicable Note with the form entitled "Option to Elect Repayment," attached Optional Repayment Date, subject to the Note, duly completed by provisions hereof governing payments. In the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member event of a national securities exchange or the National Association repayment of Securities Dealers, Inc. or a commercial bank or a trust company this Note in the United States setting forth the name of the Holder of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaidpart only, a statement that new Note for the option unrepaid portion hereof shall be issued to elect repayment is being exercised thereby and a guarantee that the applicable Notebearer hereof upon the surrender hereof or, together with the form entitled "Option to Elect Repayment" duly completedwhere applicable, an appropriate notation will be received by the Indenture Trustee (or an agent made on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business DaySchedule 1 attached hereto. Exercise of such repayment option by the Holder of a Note holder bearer shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of Discount Notes this Note (or portion hereof) shall have been made available for repayment on such Optional Repayment Date, this Note (or such portion hereof) shall cease to bear interest and the bearer’s only right with respect to this Note (or such portion hereof) shall be to receive payment of the principal amount of the Note being repaid (or, if this is an Original Issue Discount Note as specified in the manner set forth in Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such Optional Repayment Date. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note is a Subordinated Note, as indicated on the face hereof, it may not be repaid at the option of the holder prior to the Stated Maturity Date without the prior written approval of the OCC or any other bank supervisory authority having jurisdiction over the Issuer and requiring such approval.

Optional Repayment. If a repayment right is so specified in the applicable NotePricing Supplement, such this Note will be subject repayable prior to repayment the Stated Maturity Date at the option of the Holder and the Company will repay the Note, or applicable portion thereof, registered holder on the repayment date(sOptional Repayment Date(s), if any, indicated specified in the applicable NotePricing Supplement. Such repayments IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. Unless otherwise specified in the Pricing Supplement, on any Optional Repayment Date, this Note shall be made repayable in whole or in part on such repayment date(s) in increments at the option of the authorized denominations specified holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by this Note to, but excluding, the date of repayment; provided, however, that, in the applicable event of repayment of this Note (provided that any remaining principal amount thereof in part only, the unrepaid portion hereof shall be at least equal to the minimum authorized denomination Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, U.S. $250,000 or its equivalent in the Specified Currency. For this Note to be repaid in whole or in part at the option of the holder hereof on any Optional Repayment Date, this Note must be received, with the form attached hereto entitled “Option to Elect Repayment” duly completed, by the applicable theretoPaying Agent (as appropriate in accordance with such attached form), at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, address set forth on such form or at such other place or places of address which the Company Issuer shall from time to time notify the Holders, holders of the Notes not more than seventy-five (75) 60 nor less than thirty (30) calendar 30 days prior to such holder’s Optional Repayment Date. In the applicable date event of repaymentrepayment of this Note in part only, (i) a new Note for the applicable Note with the form entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company unrepaid portion hereof shall be issued in the United States setting forth the name of the Holder of registered holder hereof upon the applicable Notesurrender hereof or, the principal amount thereofwhere applicable, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, an appropriate notation will be received by the Indenture Trustee (or an agent made on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business DaySchedule 1 attached hereto. Exercise of such repayment option by the Holder of a Note holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of Discount Notes this Note (or portion hereof) shall have been made available for repayment on such Optional Repayment Date, this Note (or such portion hereof) shall cease to bear interest and the holder’s only right with respect to this Note (or such portion hereof) shall be to receive payment of the principal amount of the Note being repaid (or, if this is an Original Issue Discount Note as specified in the manner set forth in Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption date. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note is a Subordinated Note, as indicated on the face hereof, it may not be repaid at the option of the holder prior to the Stated Maturity Date without the prior written approval of the OCC or any other bank supervisory authority having jurisdiction over the Issuer and requiring such approval.

Optional Repayment. If a repayment right is so specified in the applicable NotePricing Supplement, such this Note will be subject repayable prior to repayment the Stated Maturity Date at the option of the Holder and the Company will repay the Note, or applicable portion thereof, bearer on the repayment date(sOptional Repayment Date(s), if any, indicated specified in the applicable NotePricing Supplement. Such repayments IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION OF THE BEARER HEREOF PRIOR TO THE STATED MATURITY DATE. Unless otherwise provided in the Pricing Supplement, on any Optional Repayment Date, this Note shall be made repayable in whole or in part on such repayment date(s) in increments at the option of the authorized denominations specified bearer hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by this Note to, but excluding, the date of repayment; provided, however, that, in the applicable event of repayment of this Note (provided that any remaining principal amount thereof in part only, the unrepaid portion hereof shall be at least equal to the minimum authorized denomination applicable thereto)Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, €50,000 or its equivalent in the Specified Currency. For this Note to be repaid in whole or in part at the option of the bearer hereof on any Optional Repayment Date, this Note must be presented, with the form attached hereto entitled “Option to Elect Repayment” duly completed, at the applicable repayment price (the "Repayment Price") (expressed as a percentage offices of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, London Paying Agent not more than seventy-five (75) 60 nor less than thirty (30) calendar 30 days prior to the applicable date of repaymentOptional Repayment Date. Upon such proper presentment, (i) this Note will be repaid on the applicable Note with the form entitled "Option to Elect Repayment," attached Optional Repayment Date, subject to the Note, duly completed by provisions of this Note governing payments. In the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member event of a national securities exchange or the National Association repayment of Securities Dealers, Inc. or a commercial bank or a trust company this Note in the United States setting forth the name of the Holder of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaidpart only, a statement that new Note for the option unrepaid portion hereof shall be issued to elect repayment is being exercised thereby and a guarantee that the applicable Notebearer hereof upon the surrender hereof or, together with the form entitled "Option to Elect Repayment" duly completedwhere applicable, an appropriate notation will be received by the Indenture Trustee (or an agent made on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business DaySchedule 1 attached hereto. Exercise of such repayment option by the Holder of a Note bearer hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of Discount Notes this Note (or portion hereof) shall have been made available for repayment on such Optional Repayment Date, this Note (or such portion hereof) shall cease to bear interest and the bearer’s only right with respect to this Note (or such portion hereof) shall be to receive payment of the principal amount of the Note being repaid (or, if this is an Original Issue Discount Note as specified in the manner set forth in Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such Optional Repayment Date. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note is a Subordinated Note, as indicated on the face hereof, it may not be repaid at the option of the holder prior to the Stated Maturity Date without the prior written approval of the OCC or any other bank supervisory authority having jurisdiction over the Issuer and requiring such approval.

Optional Repayment. If (i) Borrowers may repay Advances (or a repayment right is specified portion thereof) at any time prior to the Facility Termination Date (an “Optional Repayment”), without premium or penalty but subject to the payment of breakage fees and the Exit Fee, as applicable, and the limitations set forth in this Section 3(e), as further described herein. In connection with any such Optional Repayment, the applicable NoteBorrower shall deliver a written notice of such Optional Repayment to Lender at least two (2) days prior to the date of such requested repayment identifying the Advance to be repaid and the amount of such repayment, and, if the release of the related Financed Rental Property is requested by such Note will be Borrower, shall pay to Lender the applicable Repayment Amount or, if a partial repayment is being made, the amount of such prepayment, on such Optional Repayment date; provided that if such Optional Repayment date is not a Payment Date, Borrowers shall also pay to Lender any amount due under Section 3(h); provided further, that if, in connection with such Optional Repayment, the Rental Properties that are the subject of such Optional Repayment are subsequently pledged by Borrowers or an Affiliate thereof to a financial institution (other than Lender) or otherwise subject to repayment another credit, warehouse or other financing facility that is similar to the facility provided for hereunder, Borrowers shall also remit to Lender in immediately available funds the applicable Exit Fee. Notwithstanding the foregoing or anything to the contrary herein, no Optional Repayment is permitted hereunder without Lender’s prior written consent (which consent may be given or withheld in Lender’s discretion) if an Event of Default under Section 14(n) hereof shall exist at the option of the Holder and the Company will repay the Notethat time, or applicable portion thereof, on the repayment date(s), if any, indicated will result from such Optional Repayment. (ii) Borrowers may effect an Optional Repayment in the applicable Note. Such repayments shall be made in whole connection with a sale or in part on such repayment date(stransfer of one or more Financed Rental Properties to another Person (including an Affiliate of Borrower) in increments at any time for net Sale Proceeds of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination Minimum Release Amount of such Financed Rental Properties; provided that individual Financed Rental Properties may be sold or transferred by Borrowers for an amount less than the applicable theretoMinimum Release Amount (the “Minimum Release Amount Shortfall”), at the applicable repayment price (the "Repayment Price") (expressed so long as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, (i) the applicable Note with the form entitled "Option to Elect Repayment," attached to the Noteno Default or Event of Default shall then exist, duly completed by the Holder or (ii) Borrowers shall have given Lender at least three (3) Business Days’ prior written notice thereof designating the applicable Rental Properties specifying the net Sale Proceeds expected from such sale or transfer, (iii) Lender shall have consented to such sale or transfer; and (iv) the sale or transfer shall not result in a telegrambreach of either the Stabilized LTV or Non-Stabilized LTV. Borrowers shall cause the aggregate net Sale Proceeds resulting from any such sale or transfer to be remitted directly to the Waterfall Account. With respect to a sale of Financed Rental Properties for net Sale Proceeds that are less than the applicable Minimum Release Amount, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company difference between (x) such Minimum Release Amount and (y) such net Sale Proceeds deposited in the United States setting forth the name of the Holder of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a Note Waterfall Account shall be irrevocable. Repayment of Discount Notes shall be added to the Aggregate Advance Amount, on a pro-rata basis and as determined by Lender in the manner set forth in the applicable Noteits discretion.

Optional Repayment. If a repayment right is specified in on the applicable Noteface hereof, such this Note will be subject to repayment at the option of the Holder and the Company will repay the this Note, or applicable portion thereofhereof, on the repayment date(sRepayment Date(s), if any, indicated in on the applicable Noteface hereof. Such repayments shall be made in whole or in part on such repayment date(sRepayment Date(s) in increments of the authorized denominations specified in on the applicable Note face hereof (provided that any remaining principal amount thereof hereof shall be at least equal to the minimum authorized denomination applicable theretohereto), at the applicable repayment price (the "Repayment Price") Price (expressed as a percentage of the principal amount of the Notes this Note for which repayment is requested) specified in on the applicable Note face hereof (which unless otherwise specified in on the applicable Note face hereof shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a this Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, (i) the applicable this Note with the form entitled "“Option to Elect Repayment," ” attached to the this Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities DealersFinancial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of the applicable this Note, the principal amount thereof, the certificate number of the applicable this Note or a description of the applicable this Note's ’s tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable this Note, together with the form entitled "“Option to Elect Repayment" ” duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable this Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a this Note shall be irrevocable. Repayment The repayment of Discount Notes shall be in the manner is set forth in the applicable Noteunder Section 3(e).

Optional Repayment. Unless one or more Repayment Dates are specified on the face hereof, this Subordinated Note shall not be repayable at the option of the Holder prior to the Stated Maturity. If a repayment right is specified in the applicable Noteone or more Repayment Dates (or ranges of Repayment Dates) are so specified, such this Subordinated Note will be subject to repayment on any such date (or during any such range) at the option of the Holder and the Company will repay the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment price (Repayment Price specified on the "Repayment Price") face hereof (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%this Subordinated Note), together with unpaid interest, if any, accrued thereon interest to the date Repayment Date, but payments due with respect to this Subordinated Note prior to the Repayment Date will be payable to the Holder of repaymentthis Subordinated Note, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Date or Special Record Date, all as provided in the Subordinated Indenture. For a In order for this Subordinated Note to be repaidrepaid prior to Stated Maturity, the Indenture Trustee must receive, receive at its office, or at such other place or places of which the Company shall from time to time notify the Holders, least 30 days but not more than seventy-five (75) nor less than thirty (30) calendar 60 days prior to the applicable date of repayment, a Repayment Date: (a) appropriate wire transfer instructions and (b) either (i) the applicable this Subordinated Note with the form attached hereto entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter (first class, postage prepaid) from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of the applicable this Subordinated Note, the principal amount thereofof this Subordinated Note, the portion of the principal amount of this Subordinated Note to be repaid, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaidterms of this Subordinated Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together this Subordinated Note with the form attached hereto entitled "Option to Elect Repayment" duly completed, completed will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter; provided. If the procedure described in clause (b)(ii) of the preceding sentence is followed, that this Subordinated Note with such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are must be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such the repayment option by the Holder of this Subordinated Note will be irrevocable, except that a Holder who has tendered this Subordinated Note for repayment may revoke such tender for repayment by written notice to the Trustee until the close of business on the tenth day prior to the Repayment Date. The repayment option may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Subordinated Note that remains outstanding after such repayment is an Authorized Denomination specified on the face hereof. No transfer or exchange of any Subordinated Note, or portion thereof, as to which a repayment option has been exercised will be permitted after such exercise. Upon such partial repayment, this Subordinated Note will be canceled and a new Subordinated Note or Subordinated Notes representing the unrepaid portion hereof will be issued in the name of the Holder hereof. If this Subordinated Note is in global form as specified on the face hereof, while this Subordinated Note is represented by one or more global Subordinated Notes registered in the name of the Depository or its nominee, the option for repayment may be exercised only by a participant that has an account with the Depository, on behalf of the beneficial owner of this Subordinated Note, by delivering a written notice substantially similar to the form attached hereto entitled "Option to Elect Repayment" duly completed to the Trustee at its Corporate Trust Office (or such other address of which the Company will from time to time notify the Holders), at least 30 days but not more than 60 days prior to a Repayment Date. A notice of election from a participant on behalf of the beneficial owner of this Subordinated Note to exercise the option to have this Subordinated Note repaid must be received by the Trustee prior to 5:00 P.M., New York City time, on the last day for giving such notice. In order to ensure that a notice is received by the Trustee on a particular day, the beneficial owner of this Subordinated Note must so direct the applicable participant before such participant's deadline for accepting instructions for that day. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, the beneficial owner of this Subordinated Note should consult the participant through which such beneficial owner owns its interest herein for the deadline for such participant. All notices shall be executed by a duly authorized officer of such participant (with signatures guaranteed) and will be irrevocable. Repayment In addition, the beneficial owner of Discount Notes this Subordinated Note shall be in effect delivery at the manner set forth in time such notice of election is given to the Depository by causing the applicable participant to transfer such beneficial owner's interest in this Subordinated Note, on the Depository's records, to the Trustee.

Optional Repayment. If a repayment right is so specified in on the applicable Noteface hereof, such this Note will be subject repayable prior to repayment the Maturity Date at the option of the Holder and the Company will repay the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in Optional Repayment Dates specified on the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), face hereof at the applicable repayment price (Optional Repayment Prices specified on the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%)face hereof, together with unpaid interest, if any, accrued thereon interest to the date of repaymentapplicable Optional Repayment Date. For a Unless otherwise specified on the face hereof, in order for this Note to be so repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, least 30 but not more than seventy-five (75) nor less than thirty (30) calendar 45 days prior to the applicable date of repaymentan Optional Repayment Date, either (i) the applicable this Note with the form below entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission fax or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of the applicable Notehereof, the principal amount thereofFace Amount hereof, the Face Amount to 12 be repaid, the certificate number of the applicable Note hereof or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaidterms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together this Note with the form below entitled "Option to Elect Repayment" duly completed, completed will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) Paying Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission fax or letter shall only be effective if the applicable and this Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) Paying Agent by such fifth Business Day. Exercise of such this repayment option shall be irrevocable, except as otherwise provided under Section 6 or Section 9. The repayment option may be exercised by the Holder of a this Note with respect to less than the Face Amount then outstanding provided that the Face Amount of the Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment this Note shall be irrevocable. Repayment of Discount cancelled and a new Note or Notes for the remaining Face Amount hereof shall be issued in the manner set forth name of the Holder of this Note. If this note is a Global Security, the holder of this Note, the nominee of the Depositary, will be the only entity that can exercise a right to repayment. In order to ensure that the nominee of the depositary will timely exercise a right to repayment relating to this Note, the beneficial owner of this Note must instruct the broker or other direct of indirect participant through which it holds an interest in this Note to notify the applicable NoteDepositary of its desire to exercise a right to repayment.

Optional Repayment. If a repayment right is specified in the applicable Note, such Note will be (a) The Notes are subject to full or partial repayment prior to the Termination Date, at the option of the Holder Issuer, at any time (the “Repayment Date”) upon (i) delivery to the Indenture Trustee, the Noteholders and the Company will Agent not less than two (2) Business Days prior to the date fixed for repayment, of an Officer’s Certificate from the Issuer stating the Issuer’s election to repay all or a portion of the NoteNotes, or applicable portion thereof(ii) the deposit by the Issuer into the Collection Account, on to the repayment date(s)extent of any shortfall therein, if any, indicated in the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s) in increments following order of the authorized denominations specified in the applicable Note (provided that any remaining principal priority, an amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at sum of (A) the applicable repayment price (Note Interest due on the "Repayment Price") (expressed as a percentage of the outstanding principal amount balance of the Notes for which repayment is requestedbeing repaid, (B) the principal balance of the Notes being repaid, (C) the product of (1) the quotient of (x) the principal balance of the Notes being repaid, divided by (y) the aggregate principal balance of all of the Notes (before giving effect to such repayment) (such percentage, the “Allocable Portion”), times (2) the sum of all other amounts of the type specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the applicable Note Repayment Date and (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon D) an amount sufficient to pay all costs and expenses related to the date repayment, including the release of repayment. For a Note to be repaidany collateral and re-▇▇▇▇▇▇▇ of any collateral. (b) On the Repayment Date, provided that the Indenture Trustee has received such amounts, the Indenture Trustee must receiveshall (i) as directed by the Servicer in writing, at its officepay to the Noteholders the principal balance of the Notes being repaid and the Note Interest due thereon and all other amounts due to such Noteholders, (ii) pay all other Persons the Allocable Portion of the amounts specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment Date, (iii) as directed by the Servicer in writing, release any Collections being held in the Collection Account which are attributable solely to the Receivables being released in connection with such repayment to, or at such other place or places of which the Company shall from time to time notify direction of, the HoldersServicer, not more than seventy-five (75iv) nor less than thirty (30) calendar days prior subject to the applicable date terms of repaymentSection 6.04, (i) release from the applicable Note lien of this Indenture any Receivables requested to be released in connection with the form entitled "Option to Elect Repayment," attached related repayment and (v) if such repayment is the final repayment in full of the principal balance and all other amounts due to the NoteNoteholders, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company release any remaining assets in the United States setting forth Trust Estate to the name of the Holder of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof Issuer pursuant to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a Note shall be irrevocable. Repayment of Discount Notes shall be in the manner set forth in the applicable NoteSection 6.04.

Optional Repayment. If a repayment Subject to and upon compliance with the provisions set forth herein, each Holder of this Note shall have the right, at such Holder's option, to require the Company to repay, and if such right is specified in the applicable Note, such Note will be subject to repayment at the option of the Holder and exercised the Company will repay shall repay, all or any part of such Holder's Notes on June 15, 2005 (the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s"Optional Repayment Date") in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment a price (the "Optional Repayment Price") (expressed as a percentage equal to 100% of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%)thereof, together with accrued and unpaid interest, if any, accrued thereon to June 15, 2005. To exercise such right, the Holder of this Note shall surrender this Note to the date Paying Agent on behalf of repayment. For the Company in New York, New York or Nashville, Tennessee during the period (the "Election Period") beginning on April 15, 2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Note to be repaidBusiness Day, the Indenture Trustee must receivenext succeeding Business Day), at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, (i) the applicable Note with the form entitled "Option to Elect Repayment,Repayment on June 15, 2005" attached to the Note, appearing below duly completed completed. Any such notice received by the Paying Agent on behalf of the Company during the Election Period shall be irrevocable. The repayment option may be exercised by any Holder for less than the entire principal amount of this Note; provided, that the principal amount with respect to which such right is exercised must be equal to $1,000 or (ii) an integral multiple of $1,000. In the event of repayment of this Note in part only, a telegram, telex, facsimile transmission new Note or a letter from a member Notes of a national securities exchange or like tenor for the National Association of Securities Dealers, Inc. or a commercial bank or a trust company unrepaid portion hereof shall be issued in the United States setting forth the name of the Holder hereof upon the cancellation hereof. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this Note for repayment shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the Optional Repayment Price when required as described in the preceding paragraphs shall result in an Event of Default under the Indenture. This Note is not redeemable prior to maturity at the option of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or Company and is not subject to a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a Note shall be irrevocable. Repayment of Discount Notes shall be in the manner set forth in the applicable Notesinking fund.

Optional Repayment. If provided on the face hereof, this Security will be subject to repayment, in whole or in part on a given day or days, prior to the Stated Maturity at the option of the Holder hereof on the optional repayment right dates, if any, specified on the face hereof (each an "Optional Repayment Date"). If no Optional Repayment Date is specified in on the applicable Noteface hereof, such Note this Security will not be repayable at the option of the Holder hereof prior to its Stated Maturity. If this Security is subject to repayment at the option of the Holder and the Company will repay the Note, or applicable portion thereofhereof, on the repayment date(s)Optional Repayment Date, if any, indicated in specified on the applicable Note. Such repayments shall face hereof, this Security will be made repayable in whole or from time to time in part on such repayment date(s) in increments of $1,000, at a repayment price equal to 100% of the authorized denominations specified in the applicable Note (provided that any remaining unpaid principal amount thereof shall to be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%)repaid, together with unpaid interest, if any, interest accrued thereon to the date of repayment. For a Note this Security to be repaid, the Indenture Trustee such Security must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, (i) the applicable Note with the form entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Notereceived, together with the form hereon entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (at its Corporate Trust Office or an agent on behalf of the Indenture Trustee) not later its New York City office, 61 B▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇t more than the fifth Business Day after 60 nor less than 30 calendar days prior to the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Dayrepayment. Exercise of such repayment option by the Holder will be irrevocable. Only DTC may exercise the repayment option in respect of Global Securities representing Book-Entry Securities. Accordingly, Beneficial Owners (as defined below) of Global Securities that desire to have all or any portion of the Book-Entry Securities represented by such Global Securities repaid must instruct the Participant (as hereinafter defined) through which they own their interest to direct DTC to exercise the repayment option on their behalf by delivering the related Global Security and duly completed election form to the Trustee as aforesaid. In order to ensure that such Global Security and election form are received by the Trustee on a Note particular day, the applicable Beneficial Owner must so instruct the Participant through which it owns its interest before such Participant's deadline for accepting instructions for that day. All instructions given to Participants from Beneficial Owners of Global Securities relating to the option to elect repayment shall be irrevocable. Repayment of Discount Notes In addition, at the time such instructions are given, each such Beneficial Owner shall be cause the Participant through which it owns its interest to transfer such Beneficial Owner's interest in the manner set forth in the applicable Note.Global Security or Global Securities

Optional Repayment. If (i) Borrowers may repay Advances (or a repayment right is specified portion thereof) at any time prior to the Facility Termination Date (an “Optional Repayment”), without premium or penalty but subject to the payment of breakage fees, as applicable, and the limitations set forth in this Section 3(e), as further described herein. In connection with any such Optional Repayment, the applicable NoteBorrower shall deliver a written notice of such Optional Repayment to Lender at least two (2) days prior to the date of such requested repayment identifying the Advance to be repaid and the amount of such repayment, such Note will be subject to repayment at and, if the option release of the Holder and related Financed Rental Property is requested by such Borrower, shall pay to Lender the Company will repay applicable Repayment Amount or, if a partial repayment is being made, the Noteamount of such prepayment, on such Optional Repayment date; provided that if such Optional Repayment date is not a Payment Date, Borrowers shall also pay to Lender any amount due under Section 3(h). Notwithstanding the foregoing or anything to the contrary herein, no Optional Repayment is permitted hereunder without Lender’s prior written consent (which consent may be given or withheld in Lender’s discretion) if an Event of Default under Section 14(n) hereof shall exist at that time, or applicable portion thereof, on the repayment date(s), if any, indicated will result from such Optional Repayment. (ii) Borrowers may effect an Optional Repayment in the applicable Note. Such repayments shall be made in whole connection with a sale or in part on such repayment date(stransfer of one or more Financed Rental Properties to another Person (including an Affiliate of Borrower) in increments at any time for net Sale Proceeds of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination Minimum Release Amount of such Financed Rental Properties; provided that individual Financed Rental Properties may be sold or transferred by Borrowers for an amount less than the applicable theretoMinimum Release Amount (the “Minimum Release Amount Shortfall”), at the applicable repayment price (the "Repayment Price") (expressed so long as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, (i) the applicable Note with the form entitled "Option to Elect Repayment," attached to the Noteno Default or Event of Default shall then exist, duly completed by the Holder or (ii) Borrowers shall have given Lender at least three (3) Business Days’ prior written notice thereof designating the applicable Rental Properties specifying the net Sale Proceeds expected from such sale or transfer, (iii) Lender shall have consented to such sale or transfer; and (iv) the sale or transfer shall not result in a telegrambreach of either the Stabilized LTV or Non-Stabilized LTV. Borrowers shall cause the aggregate net Sale Proceeds resulting from any such sale or transfer to be remitted directly to the Waterfall Account. With respect to a sale of Financed Rental Properties for net Sale Proceeds that are less than the applicable Minimum Release Amount, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company difference between (x) such Minimum Release Amount and (y) such net Sale Proceeds deposited in the United States setting forth the name of the Holder of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a Note Waterfall Account shall be irrevocable. Repayment of Discount Notes shall be added to the Aggregate Advance Amount, on a pro-rata basis and as determined by Lender in the manner set forth in the applicable Noteits discretion.

Optional Repayment. If (1) Subject to the provisions of this Section 2, the Company may deliver a repayment right notice to the Holder (an “Optional Repayment Notice” and the date such notice is specified in deemed delivered hereunder, the applicable Note, such Note will be subject “Optional Repayment Notice Date”) of its irrevocable election to repayment at the option prepay up to 100% of the Holder and the Company will repay the Note, or applicable portion thereof, on the repayment date(s), if any, indicated outstanding Notes for cash in the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal an amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, being prepaid plus accrued interest thereon to the date of repayment. For a Note to be repaidrepayment (the “Optional Repayment Amount”) on the 20th Business Day following the Optional Repayment Notice Date (such date, the Indenture Trustee must receive“Optional Repayment Date” and such repayment, the “Optional Repayment”). The Optional Repayment Amount is payable in full on the Optional Repayment Date. (2) The payment of cash pursuant to an Optional Repayment shall be made on the Optional Repayment Date. If any portion of the payment pursuant to an Optional Repayment shall not be paid by the Company by the applicable due date, interest shall accrue thereon until such amount is paid in full at its officean interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law. Notwithstanding anything herein contained to the contrary, or if any portion of the Optional Repayment Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate ab initio such other place or places of which repayment, and, with respect to the Company’s failure to honor the Optional Repayment, the Company shall from time have no further right to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior exercise such Optional Repayment. Notwithstanding anything to the applicable date contrary in this Section 2, the Company’s determination to redeem in cash shall be applied ratably among the holders of repayment, (i) the applicable Note with the form entitled "Option Notes in proportion to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name respective principal amounts of the Holder of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a Note shall be irrevocable. Repayment of Discount Notes shall be in the manner set forth in the applicable NoteNotes.

Optional Repayment. Upon the occurrence of an Optional Repayment Trigger Event, Lender shall provide written notice to Borrower. Borrower shall respond to Lender with additional information detailing the facts that led to the occurrence of such Optional Repayment Trigger Event within ten (10) Business Days of receipt of Lender’s written notice. Within ten (10) Business Days of receipt of Borrower’s written response, Lender may elect, in its sole discretion, to cause Borrower to make the Optional Repayment. If a repayment right is specified in Lender so elects, then Borrower shall make the applicable NoteOptional Repayment on or before the next occurring Monthly Payment Date; provided, such Note will be subject to repayment at the option of the Holder and the Company will repay the Notehowever, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments any Optional Repayment shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, accompanied by (i) the applicable Note with the form entitled "Option to Elect Repayment," attached to the NotePrepayment Fee, duly completed by the Holder or (ii) a telegramBreakage Costs, telex(iii) if made prior to the Permitted Prepayment Date, facsimile transmission or a letter from a member the Spread Maintenance Premium calculated with respect to the amount of a national securities exchange or such Optional Repayment, and (iv) all interest which would have accrued on the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name amount of the Holder Optional Repayment to be paid through and including the last day of the applicable Note, Interest Period related to the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after Monthly Payment Date next occurring following the date of such telegrampayment, telexor, facsimile transmission or letter; providedif such Optional Repayment occurs on a Monthly Payment Date, that such telegram, telex, facsimile transmission or letter shall only be effective if through and including the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf last day of the Indenture TrusteeInterest Period related to such Monthly Payment Date, and Borrower shall concurrently make (i) by such fifth Business Daythe Optional Repayment (as defined in the Mortgage Loan Agreement) in accordance with the terms of Section 2.4.4 of the Mortgage Loan Agreement to the extent the Mortgage Loan remains outstanding, and (ii) the Optional Repayment (as defined in the Mezzanine B Loan Agreement) in accordance with the terms of Section 2.4.5 of the Mezzanine B Loan Agreement. Exercise If for any reason Borrower makes the Optional Repayment on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to Optional Repayment, all interest which would have accrued on the amount of the Optional Repayment to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such repayment option by the Holder of a Note payment. No Optional Repayment shall be irrevocablepermitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, Determination Date in such calendar month, unless consented to by Lender in its sole discretion. With respect to an Optional Repayment Trigger Event, if Lender does not elect to cause Borrower to make the Optional Repayment in accordance with this Section 2.4.5(a), Lender shall not require such Optional Repayment until the occurrence of Discount Notes another, separate Optional Repayment Trigger Event. Notwithstanding anything to the contrary contained herein, neither any failure nor any delay on the part of Lender in electing the Optional Repayment under this Section 2.4.4. shall be in operate or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the manner set forth in the applicable Noteexercise of any other right, power, remedy or privilege.

Optional Repayment. Upon the occurrence of an Optional Repayment Trigger Event, Lender shall provide written notice to Borrower. Borrower shall respond to Lender with additional information detailing the facts that led to the occurrence of such Optional Repayment Trigger Event within ten (10) Business Days of receipt of Lender’s written notice. Within ten (10) Business Days of receipt of Borrower’s written response, Lender may elect, in its sole discretion, to cause Borrower to make the Optional Repayment. If a repayment right is specified in Lender so elects, then Borrower shall make the applicable NoteOptional Repayment on or before the next occurring Monthly Payment Date; provided, such Note will be subject to repayment at the option of the Holder and the Company will repay the Notehowever, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments any Optional Repayment shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, accompanied by (i) the applicable Note with the form entitled "Option to Elect Repayment," attached to the NotePrepayment Fee, duly completed by the Holder or (ii) a telegramBreakage Costs, telex(iii) if made prior to the Permitted Prepayment Date, facsimile transmission or a letter from a member the Spread Maintenance Premium calculated with respect to the amount of a national securities exchange or such Optional Repayment, and (iv) all interest which would have accrued on the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name amount of the Holder Optional Repayment to be paid through and including the last day of the applicable Note, Interest Period related to the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after Monthly Payment Date next occurring following the date of such telegrampayment, telexor, facsimile transmission or letter; providedif such Optional Repayment occurs on a Monthly Payment Date, that such telegram, telex, facsimile transmission or letter shall only be effective if through and including the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf last day of the Indenture TrusteeInterest Period related to such Monthly Payment Date, and Borrower shall concurrently make (i) by such fifth Business Daythe Optional Repayment (as defined in the Mortgage Loan Agreement) in accordance with the terms of Section 2.4.4 of the Mortgage Loan Agreement to the extent the Mortgage Loan remains outstanding, and (ii) the Optional Repayment (as defined in the Mezzanine A Loan Agreement) in accordance with the terms of Section 2.4.5 of the Mezzanine A Loan Agreement to the extent the Mezzanine A Loan remains outstanding. Exercise If for any reason Borrower makes the Optional Repayment on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to Optional Repayment, all interest which would have accrued on the amount of the Optional Repayment to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such repayment option by the Holder of a Note payment. No Optional Repayment shall be irrevocablepermitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, Determination Date in such calendar month, unless consented to by Lender in its sole discretion. With respect to an Optional Repayment Trigger Event, if Lender does not elect to cause Borrower to make the Optional Repayment in accordance with this Section 2.4.5(a), Lender shall not require such Optional Repayment until the occurrence of Discount Notes another, separate Optional Repayment Trigger Event. Notwithstanding anything to the contrary contained herein, neither any failure nor any delay on the part of Lender in electing the Optional Repayment under this Section 2.4.4. shall be in operate or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the manner set forth in the applicable Noteexercise of any other right, power, remedy or privilege.

Optional Repayment. If (A) The Borrower may repay Advances (or a repayment right is specified portion thereof) (an “Optional Repayment”) at any time prior to the Facility Termination Date other than in connection with a sale or transfer of one or more Financed Properties to another Person (including any Affiliate of the Borrower), subject to the limitations set forth in this Section 2(h)(i). In connection with any Optional Repayment as provided in this Section 2(h)(i)(A), the Borrower shall (1) remit directly to the Collection Account the Repayment Amount for each Advance on or prior to the date of such Optional Repayment and (2) be entitled to request the release of one or more Financed Properties. For the avoidance of doubt, the Outstanding Advance Amount shall be reduced upon the payment of, and in the applicable Noteamount of, such Note will be subject to repayment at Repayment Amount. (B) In the option event of any Optional Repayment as provided in Section 2(h)(i)(A) in which the Borrower requests release of one or more Financed Properties, upon deposit of the Holder and Repayment Amounts in respect of such Financed Properties into the Company will repay Collection Account as provided in Section 2(h)(i)(A), such Financed Property shall be automatically released by the NoteAdministrative Agent, or without any further action of the Borrower from the applicable portion thereof, on the repayment date(s)Mortgage Documents, if any, indicated and any related Lien. (C) In the event of any Optional Repayment as provided in Section 2(h)(i)(A) that is a Refinancing Prepayment, the Borrower shall also pay to the Administrative Agent the applicable Note. Such repayments shall be made Refinancing Exit Fee on the date of such Refinancing Prepayment. (ii) (A) The Borrower may effect an Optional Repayment in whole connection with a sale or in part on such repayment date(s) in increments transfer of one or more Financed Properties to another Person (including an Affiliate of the authorized denominations specified Borrower in the applicable Note connection with any securitization of such Financed Properties); provided, that (provided that any remaining principal amount thereof shall be at least equal i) both before and after giving effect to the minimum authorized denomination applicable thereto)such sale, at the applicable repayment price no Event of Default has occurred and is continuing and (the "Repayment Price"ii) (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon on or prior to the date of repaymentsuch Optional Repayment, the Borrower has remitted directly into the Collection Account the Net Sales Proceeds for such Financed Property; provided further, that, in connection with a [***] (1) with respect to which the [***] are equal to the greater of (x) $[***] or (y) [***], and (2) [***]. For a Note to be repaidthe avoidance of doubt, the Indenture Trustee must receiveOutstanding Advance Amount shall be reduced upon the payment of, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, (i) the applicable Note with the form entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company and in the United States setting forth the name of the Holder of the applicable Noteamount of, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof such amounts paid pursuant to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a Note shall be irrevocable. Repayment of Discount Notes shall be in the manner set forth in the applicable Notethis Section 2(h)(ii)(A).

Optional Repayment. (a) Upon the occurrence of an Optional Repayment Trigger Event, Lender shall provide written notice to Borrower. Borrower shall respond to Lender with additional information detailing the facts that led to the occurrence of such Trigger Event within ten (10) Business Days of receipt of Lender’s written notice. Within ten (10) Business Days of receipt of Borrower’s written response, Lender may elect, in its sole discretion, to cause Borrower to make the Optional Repayment. If a repayment right is specified in Lender so elects, then Borrower shall make the applicable NoteOptional Repayment on or before the next occurring Monthly Payment Date; provided, such Note will be subject to repayment at the option of the Holder and the Company will repay the Notehowever, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments any Optional Repayment shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, accompanied by (i) the applicable Note with the form entitled "Option to Elect Repayment," attached to the NotePrepayment Fee, duly completed by the Holder or (ii) a telegramBreakage Costs, telex(iii) if made prior to the Permitted Prepayment Date, facsimile transmission or a letter from a member the Spread Maintenance Premium calculated with respect to the amount of a national securities exchange or such Optional Repayment, and (iv) all interest which would have accrued on the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name amount of the Holder Optional Repayment to be paid through and including the last day of the applicable Note, Interest Period related to the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after Monthly Payment Date next occurring following the date of such telegrampayment, telexor, facsimile transmission or letter; providedif such Optional Repayment occurs on a Monthly Payment Date, that such telegram, telex, facsimile transmission or letter shall only be effective if through and including the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf last day of the Indenture TrusteeInterest Period related to such Monthly Payment Date, and Borrower shall concurrently make (i) by such fifth Business Daythe Optional Repayment (as defined in the Mezzanine A Loan Agreement) in accordance with the terms of Section 2.4.5 of the Mezzanine A Loan Agreement to the extent the Mezzanine A Loan remains outstanding, and (ii) the Optional Repayment (as defined in the Mezzanine B Loan Agreement) in accordance with the terms of Section 2.4.5 of the Mezzanine B Loan Agreement to the extent the Mezzanine B Loan remains outstanding. Exercise If for any reason Borrower make the Optional Repayment on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to Optional Repayment, all interest which would have accrued on the amount of the Optional Repayment to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such repayment option by the Holder of a Note payment. No Optional Repayment shall be irrevocablepermitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, Determination Date in such calendar month, unless consented to by Lender in its sole discretion. With respect to an Optional Repayment Trigger Event, if Lender does not elect to cause Borrower to make the Optional Repayment in accordance with this Section 2.4.4(a), Lender shall not require such Optional Repayment until the occurrence of Discount Notes another, separate Optional Repayment Trigger Event. (b) Notwithstanding anything to the contrary contained herein, neither any failure nor any delay on the part of Lender in electing the Optional Repayment under this Section 2.4.4 shall be in operate or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the manner set forth in the applicable Noteexercise of any other right, power, remedy or privilege.

Optional Repayment. If a repayment right is specified in the applicable Note, such Note will be (a) The Notes are subject to full or partial repayment prior to the Termination Date, at the option of the Holder Issuer, at any time (the “Repayment Date") upon (i) delivery to the Indenture Trustee, the Noteholders and the Company will Agent not less than three (3) Business Days prior to the date fixed for repayment, of an Officer’s Certificate from the Issuer stating the Issuer’s election to repay all or a portion of the NoteNotes, or applicable portion thereof(ii) the deposit by the Issuer into the Collection Account, on to the repayment date(s)extent of any shortfall therein, if any, indicated in the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s) in increments following order of the authorized denominations specified in the applicable Note (provided that any remaining principal priority, an amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at sum of (A) the applicable repayment price (Note Interest due on the "Repayment Price") (expressed as a percentage of the outstanding principal amount balance of the Notes for which repayment is requestedbeing repaid, (B) the principal balance of the Notes being repaid, (C) all other amounts of the type specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the applicable Note Repayment Date and (which unless otherwise specified in D) an amount sufficient to pay all costs and expenses related to the applicable Note repayment, including the release of any collateral and re-l▇▇▇▇▇▇ of any collateral. Such repayment shall be 100%in connection with a term securitization or whole loan sale of the Receivables by the Issuer (or a combination thereof), together or in connection with unpaid interestother refinancing of the Receivables by the Issuer. (b) In connection with any repayment which does not constitute repayment of 100% of the then outstanding Note Principal Balance, if anythe Receivables to be securitized or refinanced, accrued thereon as the case may be, will be selected and released from the lien hereof only so long as: (i) no selection criteria adverse to the date of repayment. For a Note Noteholders shall have been used in selecting the Receivables to be repaidsecuritized or refinanced, as the case may be, and the Servicer shall have described the selection criteria to the Agent’s reasonable satisfaction, (ii) after giving effect to the repayment, the representations set forth in Section 2.12(a)(iii) remain true and correct, (iii) after giving effect to the repayment, the Note Principal Balance must not exceed the Note Percentage times the Aggregate Receivable Balance (excluding any Delinquent Receivables and Receivables that are no longer Eligible Receivables), (iv) all remaining Receivables must be Eligible Receivables and (v) the Servicer shall have certified the satisfaction of each of the foregoing clauses (i) through (iv) to each of the Noteholders and the Agent. (c) On the Repayment Date, provided that the Indenture Trustee has received such amounts, the Indenture Trustee must receiveshall (w) as directed by the Servicer in writing, at its officepay to the Noteholders the principal balance of the Notes being repaid and the Note Interest due thereon and all other amounts due to such Noteholders, (x) pay all other Persons the amounts specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment Date, (y) as directed by the Servicer in writing, release any Collections being held in the Collection Account which are attributable solely to the Receivables being repaid to, or at the direction of, the Servicer, and (z) if such repayment is the final repayment in full of the principal balance and all other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior amounts due to the applicable date of repaymentNoteholders, (i) release any remaining assets in the applicable Note with the form entitled "Option to Elect Repayment," attached Trust Estate to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a Note shall be irrevocable. Repayment of Discount Notes shall be in the manner set forth in the applicable NoteIssuer.

Optional Repayment. If a repayment right is specified in the applicable Note, such Note will be (a) The Notes are subject to full or partial repayment prior to the Termination Date, at the option of the Holder and the Company will repay the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto)Issuer, at the applicable repayment price any time (the "Repayment PriceDate") upon (expressed as i) delivery to the Indenture Trustee, the Noteholders and the Agent not less than three (3) Business Days prior to the date fixed for repayment, of an Officer's Certificate from the Issuer stating the Issuer's election to repay all or a percentage portion of the Notes, (ii) the deposit by the Issuer into the Collection Account, to the extent of any shortfall therein, in the following order of priority, an amount equal to the sum of (A) the Note Interest due on the outstanding principal amount balance of the Notes for which repayment is requestedbeing repaid, (B) the principal balance of the Notes being repaid, (C) all other amounts of the type specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the applicable Note Repayment Date and (which unless otherwise specified in D) an amount sufficient to pay all costs and expenses related to the applicable Note repayment, including the release of any collateral and re-▇▇▇▇▇▇▇ of any collateral. Such repayment shall be 100%in connection with a term securitization or whole loan sale of the Receivables by the Issuer (or a combination thereof), together or in connection with unpaid interestother refinancing of the Receivables by the Issuer. (b) In connection with any repayment which does not constitute repayment of 100% of the then outstanding Note Principal Balance, if anythe Receivables to be securitized or refinanced, accrued thereon as the case may be, will be selected and released from the lien hereof only so long as: (i) no selection criteria adverse to the date of repayment. For a Note Noteholders shall have been used in selecting the Receivables to be repaidsecuritized or refinanced, as the case may be, and the Servicer shall have described the selection criteria to the Agent's reasonable satisfaction, (ii) after giving effect to the repayment, the representations set forth in Section 2.12(a)(iii) remain true and correct, (iii) after giving effect to the repayment, the Note Principal Balance must not exceed the Note Percentage times the Aggregate Receivable Balance (excluding any Delinquent Receivables and Receivables that are no longer Eligible Receivables), (iv) all remaining Receivables must be Eligible Receivables and (v) the Servicer shall have certified the satisfaction of each of the foregoing clauses (i) through (iv) to each of the Noteholders and the Agent. (c) On the Repayment Date, provided that the Indenture Trustee has received such amounts, the Indenture Trustee must receiveshall (w) as directed by the Servicer in writing, at its officepay to the Noteholders the principal balance of the Notes being repaid and the Note Interest due thereon and all other amounts due to such Noteholders, (x) pay all other Persons the amounts specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment Date, (y) as directed by the Servicer in writing, release any Collections being held in the Collection Account which are attributable solely to the Receivables being repaid to, or at the direction of, the Servicer, and (z) if such repayment is the final repayment in full of the principal balance and all other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior amounts due to the applicable date of repaymentNoteholders, (i) release any remaining assets in the applicable Note with the form entitled "Option to Elect Repayment," attached Trust Estate to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a Note shall be irrevocable. Repayment of Discount Notes shall be in the manner set forth in the applicable NoteIssuer.

Optional Repayment. If a repayment (a) The Borrower shall have the right is specified in the applicable Note, such Note will be subject to repayment at the option of the Holder and the Company will repay the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify on any Business Day (an "Optional Repayment Date") any Accommodation outstanding to it under the HoldersCredit (other than Swingline Loans) without premium, not more than seventy-five (75) nor less than thirty (30) calendar days prior penalty or bonus but subject to Section 6.04, on the applicable date of repayment, following terms and conditions: (i) the applicable Note with the form entitled "Option to Elect Repayment," attached Borrower shall give to the Note, duly completed by Administrative Agent five Business Days irrevocable prior written notice specifying the Holder amount and the type or types of Accommodation to be repaid and the applicable Optional Repayment Date; (ii) each repayment of Accommodation pursuant to this subsection shall be allocated (as to both amount and type of Accommodation) to the Lenders under the Credit to be repaid on the basis of their respective Pro Rata Shares; (iii) the aggregate amount of Accommodation repaid pursuant to this subsection at any time shall be in an amount of Cdn.$5,000,000 or U.S.$5,000,000, as the case may be, or such greater amount that is a telegramwhole multiple of Cdn.$100,000 or U.S.$100,000, telex, facsimile transmission as the case may be (or a letter from a member the amount of all applicable Accommodation then outstanding under the Credit to be repaid if lesser); (iv) no repayment of any LIBOR Loan shall be made otherwise than upon the expiration of a national securities exchange LIBOR Period, applicable to such LIBOR Loan unless the Borrower pays to the Administrative Agent (for the account of each Lender) an amount equal to all losses, costs and expenses resulting from, arising out of, or imposed upon or incurred by a Lender by reason of, the National Association liquidation or reemployment of Securities Dealers, Inc. funds acquired or a commercial bank committed to be acquired by such Lender to fund or a trust company in the United States setting forth the name maintain its portion of such LIBOR Loan. The determination of the Holder amount of any such loss, cost or expense by any Lender, when evidenced by a certificate from that Lender giving a reasonably detailed calculation of the applicable Noteamount of such loss, the principal amount thereofcost or expense, the certificate number shall be prima facie evidence of the same and, to the extent such calculation results in a negative number, such amount shall be paid by such Lender to the Borrower; (v) no repayment of any Bankers' Acceptance shall be made otherwise than on the maturity date of such Bankers' Acceptance; (vi) on the applicable Note or Optional Repayment Date the Borrower shall repay outstanding Accommodation in accordance with the notice given pursuant to clause (i) above and for such purpose shall pay to the Administrative Agent the amount of any Loans together with all interest accrued and unpaid in respect thereof under this Agreement, and any amounts payable under Section 6.04, with respect to any such Accommodation that is repaid. For greater certainty, however, a description repayment of Accommodation outstanding under the Credit pursuant to this subsection shall not reduce the limit of the Credit then in effect and additional Accommodation may from time to time be obtained by the Borrower under the Credit in accordance with and subject to the applicable Note's tenor provisions of this Agreement. (b) The Administrative Agent shall promptly notify the Lenders of any proposed repayment of Accommodation of any portion of the Credit pursuant to subsection (a) and terms, the principal amount thereof and type of such Accommodation to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be . The amount received by the Indenture Trustee Administrative Agent in respect of any Loans shall be distributed by the Administrative Agent to the Lenders on the basis of their respective Pro Rata Shares under the Credit and any accrued and unpaid interest, fees and other amounts (or an agent on behalf other than breakage costs which shall be for the account of the Indenture TrusteeLender suffering the same) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option Administrative Agent with respect thereto shall be distributed by the Holder Administrative Agent to the applicable Lenders on the basis of their respective entitlements thereto. (c) The Borrower shall have the right to repay from time to time on any Business Day any Swingline Loans without notice, premium, penalty or bonus. A repayment of a Note Swingline Loan pursuant to this subsection shall not reduce the Swingline Commitment then in effect and additional Swingline Loans may from time to time be irrevocable. Repayment of Discount Notes shall be obtained by the Borrower under the Credit in the manner set forth in accordance with and subject to the applicable Noteprovisions of this Agreement.

Optional Repayment. If a repayment right is so specified in the applicable NotePricing Supplement, such Note will all or a specified part of a Debt Obligation shall be subject repayable prior to repayment the Maturity Date at the option of the Holder and the Company will repay the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments shall be made in whole date or in part on such repayment date(s) in increments of the authorized denominations dates specified in the applicable Note Pricing Supplement (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto)each, an "Optional Repayment Date") at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note Pricing Supplement (which unless otherwise specified in the applicable Note shall be 100%"Optional Repayment Price"), together with unpaid interest, if any, accrued thereon interest to the date of repaymentapplicable Optional Repayment Date. For If a Note Debt Obligation is in certificated form, in order for such Debt Obligation to be so repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, least 30 but not more than seventy-five (75) nor less than thirty (30) calendar 45 days prior to the applicable date of repaymentan Optional Repayment Date, either (i) the applicable Note such Debt Obligation with the form below entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission fax or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company issuer in the United States setting forth the name of the Holder of the applicable Notehereof, the principal amount thereofPrincipal Amount, the certificate number of the applicable Note or Principal Amount to be repaid, a description of the applicable Note's tenor and terms, the principal amount thereof to be repaidterms of such Debt Obligation, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together such Debt Obligation with the form below entitled "Option to Elect Repayment" duly completed, completed will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) Paying Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission fax or letter shall only be effective if the applicable Note and such Debt Obligation and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) Paying Agent by such fifth Business Day. Exercise of such this repayment option shall be irrevocable. Unless otherwise stated in the applicable Pricing Supplement, the repayment option may be exercised by the Holder of a Note shall be irrevocable. Repayment Debt Obligation with respect to less than the Principal Amount then outstanding; provided, however, that the Principal Amount of Discount Notes shall be in the manner set forth in the applicable NoteDebt Obligation remaining outstanding after repayment is an authorized denomination.

Optional Repayment. If a repayment right is so specified in on the applicable Noteface hereof, such this Note will be subject repayable prior to repayment the Maturity Date at the option of the Holder and the Company will repay the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in Optional Repayment Dates specified on the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), face hereof at the applicable repayment price (Optional Repayment Prices specified on the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%)face hereof, together with unpaid interest, if any, accrued thereon interest to the date of repaymentapplicable Optional Repayment Date. For a Unless otherwise specified on the face hereof, in order for this Note to be so repaid, the Indenture Trustee must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, least 30 but not more than seventy-five (75) nor less than thirty (30) calendar 45 days prior to the applicable date of repaymentan Optional Repayment Date, either (i) the applicable this Note with the form below entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission fax or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of the applicable Notehereof, the principal amount thereofFace Amount hereof, the Face Amount to be repaid, the certificate number of the applicable Note hereof or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaidterms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together this Note with the form below entitled "Option to Elect Repayment" duly completed, completed will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) Paying Agent not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission fax or letter shall only be effective if the applicable and this Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) Paying Agent by such fifth Business Day. Exercise of such this repayment option shall be irrevocable, except as otherwise provided under Section 7 or Section 10. The repayment option may be exercised by the Holder of a this Note with respect to less than the Face Amount then outstanding provided that the Face Amount of the Note remaining outstanding after repayment is an authorized denomination. Upon such partial repayment this Note shall be irrevocable. Repayment of Discount cancelled and a new Note or Notes for the remaining Face Amount hereof shall be issued in the manner set forth in name of the applicable Holder of this Note.

Optional Repayment. If a repayment right is specified in the applicable Note, such Note will be subject to repayment at the option Holders ------------------------------ The Notes of the Holder and the Company will repay the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments this series shall be made repayable upon not less than 30 days' notice by mail, in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto)part, at the applicable repayment price (election of the "Holders, on the following dates and Repayment Price") Prices (expressed as a percentage percentages of the principal amount of the Notes for which repayment is requestedamount): Repayment Date Repayment Price -------------- --------------- October 26, 2009 99.00% October 26, 2012 99.25% October 26, 2015 99.50% October 26, 2018 99.75% October 26, 2021 (and on each third anniversary thereafter to October 26, 2048) specified 100.00% together in the applicable Note (which unless otherwise specified case of any such repayment, with accrued interest to the Repayment Date, but interest installments whose Stated Maturity is on or prior to such Repayment Date will be payable to the Holders of such Notes, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repaymentIndenture. For In order for a Note to be repaid, the Indenture Trustee paying agent must receive, at its office, or at such other place or places of which the Company shall from time to time notify the Holders, least 30 but not more than seventy-five (75) nor less than thirty (30) 60 calendar days prior to the applicable date of repaymentoptional repayment date, (i) the applicable Note with the form entitled "Option to Elect Repayment," attached to on the Note, reverse of the Note duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc. (the "NASD") or a commercial bank or a trust company in the United States setting forth which must set forth: the name of the Holder holder of the applicable Note, ; the principal amount thereof, of the Note; the principal amount of the Note to be repaid; the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, terms of the principal amount thereof to be repaid, Note; a statement that the option to elect repayment is being exercised thereby thereby; and a guarantee that the applicable Note, together with the form entitled "Option Note to Elect Repayment" duly completed, be repaid will be received by transferred to the Indenture Trustee (or an agent on behalf DTC account of the Indenture Trustee) Paying Agent not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such The repayment option may be exercised by the Holder of a Note shall be irrevocable. Repayment for less than the entire principal amount of Discount Notes shall the Note but, in that event, the principal amount of the Note remaining outstanding after repayment must be in an authorized denomination. In the manner set forth event of repayment or redemption of this Note (whether such repayment or redemption is at the option of the Company or the Holder) in part only, a new Note or Notes of this series and of like tenor for the unpaid or unredeemed portion hereof will be issued in the applicable Notename of the Holder hereof upon the cancellation hereof.

Optional Repayment. If a repayment right is so specified in the applicable NotePricing Supplement, such this Note will be subject repayable prior to repayment the Stated Maturity Date at the option of the Holder and the Company will repay the Note, or applicable portion thereof, registered holder on the optional repayment date(s), if any, indicated specified in the applicable NotePricing Supplement (each such date, an “Optional Repayment Date”). Such repayments IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. Unless otherwise specified in the Pricing Supplement, on any Optional Repayment Date, this Note shall be made repayable in whole or in part on such repayment date(s) in increments at the option of the authorized denominations specified holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued and unpaid interest (if any) hereon payable at the applicable rate or rates (if any) borne by this Note to, but excluding, the date of repayment; provided, however, that, in the applicable event of repayment of this Note (provided that any remaining principal amount thereof in part only, the unrepaid portion hereof shall be at least equal the Minimum Denomination specified in the Pricing Supplement. For this Note to be repaid in whole or in part at the minimum authorized denomination option of the holder hereof on any Optional Repayment Date, this Note must be received, with the form attached hereto entitled “Option to Elect Repayment” duly completed, by the applicable theretoPaying Agent (as appropriate in accordance with such attached form), at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, address set forth on such form or at such other place or places of address which the Company Issuer shall from time to time notify the Holders, holders of the Notes not less than 30 nor more than seventy-five (75) nor less than thirty (30) 60 calendar days prior to such holder’s Optional Repayment Date. In the applicable date event of repaymentrepayment of this Note in part only, (i) a new Note for the applicable Note with the form entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company unrepaid portion hereof shall be issued in the United States setting forth the name of the Holder of registered holder hereof upon the applicable Notesurrender hereof or, the principal amount thereofwhere applicable, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, an appropriate notation will be received by the Indenture Trustee (or an agent made on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business DaySchedule 1 attached hereto. Exercise of such repayment option by the Holder of a Note holder hereof shall be irrevocable. The Security Registrar will make appropriate modifications to the entry in the Security Register for the Notes to reflect the reduction in the principal amount of this Note pursuant to a repayment in accordance with this Section. From and after any Optional Repayment Date, if monies for the repayment of Discount Notes this Note (or portion hereof) shall have been made available for repayment on such Optional Repayment Date, this Note (or such portion hereof) shall cease to bear interest (if any) and the holder’s only right with respect to this Note (or such portion hereof) shall be to receive payment of the principal amount of the Note being repaid (or, if this is an Original Issue Discount Note as specified in the manner set forth in Pricing Supplement, the applicable Noteamortized face amount hereof) and, if appropriate, all unpaid interest (if any) accrued to such Optional Repayment Date.

Optional Repayment. If a repayment Subject to and upon compliance with the provisions set forth herein, each Holder of this Note shall have the right, at such Holder's option, to require the Company to repay, and if such right is specified in the applicable Note, such Note will be subject to repayment at the option of the Holder and exercised the Company will repay shall repay, all or any part of such Holder's Notes on June 15, 2005 (the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s"Optional Repayment Date") in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment a price (the "Optional Repayment Price") (expressed as a percentage equal to 100% of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%)thereof, together with accrued and unpaid interest, if any, accrued thereon to June 15, 2005. To exercise such right, the Holder of this Note shall surrender this Note to the date Paying Agent on behalf of repayment. For the Company in New York, New York or Nashville, Tennessee during the period (the "Election Period") beginning on April 15, 2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Note to be repaidBusiness Day, the Indenture Trustee must receivenext succeeding Business Day), at its office, or at such other place or places of which the Company shall from time to time notify the Holders, not more than seventy-five (75) nor less than thirty (30) calendar days prior to the applicable date of repayment, (i) the applicable Note with the form entitled "Option to Elect Repayment,Repayment on June 15, 2005" attached to the Note, appearing below duly completed completed. Any such notice received by the Paying Agent on behalf of the Company during the Election Period shall be irrevocable. The repayment option may be exercised by any Holder for less than the entire principal amount of this Note; provided, that the principal amount with respect to which such right is exercised must be equal to $1,000 or (ii) an integral multiple of $1,000. In the event of repayment of this Note in part only, a telegram, telex, facsimile transmission new Note or a letter from a member Notes of a national securities exchange or like tenor for the National Association of Securities Dealers, Inc. or a commercial bank or a trust company unrepaid portion hereof shall be issued in the United States setting forth the name of the Holder hereof upon the cancellation hereof. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this Note for repayment shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the Optional Repayment Price when required as described in the preceding paragraphs shall result in an Event of Default under the Indenture. This Note is not redeemable prior to maturity at the option of the applicable Note, the principal amount thereof, the certificate number of the applicable Note or Company and is not subject to a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such repayment option by the Holder of a Note shall be irrevocable. Repayment of Discount Notes shall be in the manner set forth in the applicable Note.sinking fund

Optional Repayment. If a repayment right is so specified in the applicable NotePricing Supplement, such this Note will be subject repayable prior to repayment the Stated Maturity Date at the option of the Holder and the Company will repay the Note, or applicable portion thereof, registered holder on the repayment date(sOptional Repayment Date(s), if any, indicated specified in the applicable NotePricing Supplement. Such repayments IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH IN THE PRICING SUPPLEMENT, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. Unless otherwise specified in the Pricing Supplement, on any Optional Repayment Date, this Note shall be made repayable in whole or in part on such repayment date(s) in increments at the option of the authorized denominations specified holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by this Note to, but excluding, the date of repayment; provided, however, that, in the applicable event of repayment of this Note (provided that any remaining principal amount thereof in part only, the unrepaid portion hereof shall be at least equal to the minimum authorized denomination Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, U.S. $1,000 or its equivalent in the Specified Currency. For this Note to be repaid in whole or in part at the option of the holder hereof on any Optional Repayment Date, this Note must be received, with the form attached hereto entitled “Option to Elect Repayment” duly completed, by the applicable theretoPaying Agent (as appropriate in accordance with such attached form), at the applicable repayment price (the "Repayment Price") (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%), together with unpaid interest, if any, accrued thereon to the date of repayment. For a Note to be repaid, the Indenture Trustee must receive, at its office, address set forth on such form or at such other place or places of address which the Company Issuer shall from time to time notify the Holders, holders of the Notes not less than 30 nor more than seventy-five (75) nor less than thirty (30) 60 calendar days prior to such holder’s Optional Repayment Date. In the applicable date event of repaymentrepayment of this Note in part only, (i) a new Note for the applicable Note with the form entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company unrepaid portion hereof shall be issued in the United States setting forth the name of the Holder of registered holder hereof upon the applicable Notesurrender hereof or, the principal amount thereofwhere applicable, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together with the form entitled "Option to Elect Repayment" duly completed, an appropriate notation will be received by the Indenture Trustee (or an agent made on behalf of the Indenture Trustee) not later than the fifth Business Day after the date of such telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business DaySchedule 1 attached hereto. Exercise of such repayment option by the Holder of a Note holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of Discount Notes this Note (or portion hereof) shall have been made available for repayment on such Optional Repayment Date, this Note (or such portion hereof) shall cease to bear interest and the holder’s only right with respect to this Note (or such portion hereof) shall be to receive payment of the principal amount of the Note being repaid (or, if this is an Original Issue Discount Note as specified in the manner set forth in Pricing Supplement, the applicable Noteamortized face amount hereof) and, if appropriate, all unpaid interest accrued to such Optional Repayment Date.

Optional Repayment. Unless one or more Repayment Dates are specified on the face hereof, this Senior Note shall not be repayable at the option of the Holder prior to the Stated Maturity. If a repayment right is specified in the applicable Noteone or more Repayment Dates (or ranges of Repayment Dates) are so specified, such this Senior Note will be subject to repayment on any such date (or during any such range) at the option of the Holder and the Company will repay the Note, or applicable portion thereof, on the repayment date(s), if any, indicated in the applicable Note. Such repayments shall be made in whole or in part on such repayment date(s) in increments of the authorized denominations specified in the applicable Note (provided that any remaining principal amount thereof shall be at least equal to the minimum authorized denomination applicable thereto), at the applicable repayment price (Repayment Price specified on the "Repayment Price") face hereof (expressed as a percentage of the principal amount of the Notes for which repayment is requested) specified in the applicable Note (which unless otherwise specified in the applicable Note shall be 100%this Senior Note), together with unpaid interest, if any, accrued thereon interest to the date Repayment Date, but payments due with respect to this Senior Note prior to the Repayment Date will be payable to the Holder of repaymentthis Senior Note, or one or more Predecessor Notes, of record at the close of business on the relevant Regular Record Date or Special Record Date, all as provided in the Senior Indenture. For a In order for this Senior Note to be repaidrepaid prior to Stated Maturity, the Indenture Trustee must receive, receive at its office, or at such other place or places of which the Company shall from time to time notify the Holders, least 30 days but not more than seventy-five (75) nor less than thirty (30) calendar 60 days prior to the applicable date of repayment, a Repayment Date: (a) appropriate wire transfer instructions and (b) either (i) the applicable this Senior Note with the form attached hereto entitled "Option to Elect Repayment," attached to the Note, duly completed by the Holder or (ii) a telegram, telex, facsimile transmission or a letter (first class, postage prepaid) from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of the applicable this Senior Note, the principal amount thereofof this Senior Note, the portion of the principal amount of this Senior Note to be repaid, the certificate number of the applicable Note or a description of the applicable Note's tenor and terms, the principal amount thereof to be repaidterms of this Senior Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that the applicable Note, together this Senior Note with the form attached hereto entitled "Option to Elect Repayment" duly completed, completed will be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) not later than the fifth five Business Day Days after the date of such telegram, telex, facsimile transmission or letter; provided. If the procedure described in clause (b)(ii) of the preceding sentence is followed, that this Senior Note with such telegram, telex, facsimile transmission or letter shall only be effective if the applicable Note and form duly completed are must be received by the Indenture Trustee (or an agent on behalf of the Indenture Trustee) by such fifth Business Day. Exercise of such the repayment option by the Holder of this Senior Note will be irrevocable, except that a Holder who has tendered this Senior Note for repayment may revoke such tender for repayment by written notice to the Trustee until the close of business on the tenth day prior to the Repayment Date. The repayment option may be exercised by the Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Senior Note that remains outstanding after such repayment is an Authorized Denomination specified on the face hereof. No transfer or exchange of any Senior Note, or portion thereof, as to which a repayment option has been exercised will be permitted after such exercise. Upon such partial repayment, this Senior Note will be canceled and a new Senior Note or Senior Notes representing the unrepaid portion hereof will be issued in the name of the Holder hereof. If this Senior Note is in global form as specified on the face hereof, while this Senior Note is represented by one or more global Senior Notes registered in the name of the Depository or its nominee, the option for repayment may be exercised only by a participant that has an account with the Depository, on behalf of the beneficial owner of this Senior Note, by delivering a written notice substantially similar to the form attached hereto entitled "Option to Elect Repayment" duly completed to the Trustee at its Corporate Trust Office (or such other address of which the Company will from time to time notify the Holders), at least 30 days but not more than 60 days prior to a Repayment Date. A notice of election from a participant on behalf of the beneficial owner of this Senior Note to exercise the option to have this Senior Note repaid must be received by the Trustee prior to 5:00 P.M., New York City time, on the last day for giving such notice. In order to ensure that a notice is received by the Trustee on a particular day, the beneficial owner of this Senior Note must so direct the applicable participant before such participant's deadline for accepting instructions for that day. Different firms may have different deadlines for accepting instructions from their customers. Accordingly, the beneficial owner of this Senior Note should consult the participant through which such beneficial owner owns its interest herein for the deadline for such participant. All notices shall be executed by a duly authorized officer of such participant (with signatures guaranteed) and will be irrevocable. Repayment In addition, the beneficial owner of Discount Notes this Senior Note shall be in effect delivery at the manner set forth in time such notice of election is given to the Depository by causing the applicable participant to transfer such beneficial owner's interest in this Senior Note, on the Depository's records, to the Trustee.