Common use of Optional Repayment Clause in Contracts

Optional Repayment. If so specified in the Pricing Supplement, this Note will be repayable prior to the Stated Maturity Date at the option of the registered holder on the Optional Repayment Date(s), if any, specified in the Pricing Supplement. 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 repayable in whole or in part at the option of the 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 Paying Agent (as appropriate in accordance with such attached form), at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of 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 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 so specified in the Pricing Supplement, this Note will be repayable (i) Borrowers may repay Advances (or a portion thereof) at any time prior to the Stated Maturity Facility Termination Date at (an “Optional Repayment”), without premium or penalty but subject to the option payment of breakage fees and the registered holder on 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 Borrower shall deliver a written notice of such Optional Repayment Date(s), if any, specified in the Pricing Supplement. 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 repayable in whole or in part to Lender at the option of the holder hereof at a repayment price equal least two (2) days prior 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 such requested repayment identifying the event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 Advance to be repaid in whole or in part at and the option amount of such repayment, and, if the release of the holder hereof on any Optional Repayment Daterelated Financed Rental Property is requested by such Borrower, this Note must be received, with the form attached hereto entitled “Option shall pay to Elect Repayment” duly completed, by Lender the applicable Paying Agent (as appropriate in accordance with such attached form), at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the registered holder hereof upon the surrender hereof Amount or, where applicableif a partial repayment is being made, an appropriate notation will be made on Schedule 1 attached hereto. Exercise the amount of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Dateprepayment, if monies for the repayment of this Note (or portion hereof) shall have been made available for repayment on such Optional Repayment date; provided that if such Optional Repayment date is not a Payment Date, this Note (or Borrowers shall also pay to Lender any amount due under Section 3(h); provided further, that if, in connection with 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 Pricing SupplementOptional Repayment, the amortized face amount hereofRental 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) andor otherwise subject to another credit, if appropriate, all unpaid interest accrued to such redemption date. To the extent then required under warehouse or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this Note other financing facility that is a Subordinated Note, as indicated on the face hereof, it may not be repaid at the option of the holder prior similar to the Stated Maturity Date 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 the Lender’s prior written approval consent (which consent may be given or withheld in Lender’s discretion) if an Event of the OCC Default under Section 14(n) hereof shall exist at that time, or any other bank supervisory authority having jurisdiction over the Issuer and requiring will result from such approvalOptional Repayment.

Optional Repayment. If so a repayment right is specified in the Pricing Supplementapplicable Note, this such Note will be repayable prior subject to the Stated Maturity Date repayment at the option of the registered holder Holder and the Company will repay the Note, or applicable portion thereof, on the Optional Repayment Date(srepayment date(s), if any, specified indicated in the Pricing Supplementapplicable Note. 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 Such repayments shall be repayable 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 option of the holder hereof at a applicable repayment price equal to 100% (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, 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 Indenture Trustee must be received, with the form attached hereto entitled “Option to Elect Repayment” duly completed, by the applicable Paying Agent (as appropriate in accordance with such attached form)receive, at the address set forth on such form its office, or at such other address place or places of which the Issuer Company shall from time to time notify the holders of the Notes Holders, not more than 60 seventy-five (75) nor less than 30 thirty (30) calendar days prior to such holder’s Optional Repayment Date. In the event applicable date of repayment 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 this Note a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or a trust company in part only, a new Note for the unrepaid portion hereof shall be issued in United States setting forth the name of the registered holder hereof upon Holder of the surrender hereof orapplicable Note, where applicablethe principal amount thereof, an appropriate notation 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 made received by the Indenture Trustee (or an agent on Schedule 1 attached heretobehalf 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 hereof Holder of a Note shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of 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) Discount Notes 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 Pricing Supplement, manner set forth in 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 so a repayment right is specified in on the Pricing Supplementface hereof, this Note will be repayable prior subject to the Stated Maturity Date repayment at the option of the registered holder Holder and the Company will repay this Note, or applicable portion hereof, on the Optional Repayment Date(s), if any, specified in indicated on the Pricing Supplementface hereof. 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 Such repayments shall be repayable made in whole or in part at the option on such Repayment Date(s) in increments of the holder authorized denominations specified on the face hereof at a repayment price equal to 100% of the (provided that any remaining 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least equal to the minimum Authorized Denomination authorized denomination applicable hereto), at the Repayment Price (expressed as a percentage of the principal amount of this Note for which repayment is requested) specified in on the Pricing Supplementface hereof (which unless otherwise specified on the face hereof shall be 100%), or together with unpaid interest, if no such Authorized Denomination is so specifiedany, U.S. $250,000 or its equivalent in accrued thereon to the Specified Currencydate of repayment. For this Note to be repaid in whole or in part at repaid, the option of the holder hereof on any Optional Repayment Date, this Note Indenture Trustee must be received, with the form attached hereto entitled “Option to Elect Repayment” duly completed, by the applicable Paying Agent (as appropriate in accordance with such attached form)receive, at the address set forth on such form its office, or at such other address place or places of which the Issuer Company shall from time to time notify the holders of the Notes Holders, not more than 60 seventy-five (75) nor less than 30 thirty (30) calendar days prior to such holder’s Optional Repayment Date. In the event date of repayment of repayment, (i) this Note with the form entitled "Option to Elect Repayment," attached to 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 part only, a new Note for the unrepaid portion hereof shall be issued in United States setting forth the name of the registered holder hereof upon Holder of this Note, the surrender hereof orprincipal amount thereof, where applicablethe certificate number of this Note or a description of this Note's tenor and terms, an appropriate notation the principal amount thereof to be repaid, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note, together with the form entitled "Option to Elect Repayment" duly completed, will be made received by the Indenture Trustee (or an agent on Schedule 1 attached heretobehalf 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 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 hereof Holder of this Note shall be irrevocable. From and after any Optional Repayment Date, if monies for the The repayment of 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 Discount Notes is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption date. To the extent then required set forth under or pursuant to applicable laws or regulations (including, without limitation, capital regulationsSection 3(e), 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 so specified in the Pricing Supplement, this Note will be repayable prior to the Stated Maturity Date at the option of the registered holder bearer on the Optional Repayment Date(s), if any, specified in the Pricing Supplement. 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 BEARER HEREOF PRIOR TO THE STATED MATURITY DATE. Unless otherwise specified provided in the Pricing Supplement, on any Optional Repayment Date, this Note shall be repayable in whole or in part at the option of the holder 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, U.S. $250,000 €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 holder bearer hereof on any Optional Repayment Date, this Note must be receivedpresented, with the form attached hereto entitled “Option to Elect Repayment” duly completed, by at the applicable offices of the London Paying Agent (as appropriate in accordance with such attached form), at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s the Optional Repayment Date. Upon such proper presentment, this Note will be repaid on the Optional Repayment Date, subject to the provisions hereof governing payments. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in to the name of the registered holder bearer hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the holder hereof bearer shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of 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 holderbearer’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 Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption dateOptional 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 so specified in the Pricing Supplement, this Note will be repayable prior to the Stated Maturity Date at the option of the registered holder bearer on the Optional Repayment Date(s), if any, specified in the Pricing Supplement. 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 BEARER HEREOF PRIOR TO THE STATED MATURITY DATE. Unless otherwise specified provided in the Pricing Supplement, on any Optional Repayment Date, this Note shall be repayable in whole or in part at the option of the holder 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, U.S. $250,000 €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 holder bearer hereof on any Optional Repayment Date, this Note must be receivedpresented, with the form attached hereto entitled “Option to Elect Repayment” duly completed, by at the applicable offices of the London Paying Agent (as appropriate in accordance with such attached form), at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s the Optional Repayment Date. Upon such proper presentment, this Note will be repaid on the Optional Repayment Date, subject to the provisions of this Note governing payments. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in to the name of the registered holder bearer hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the holder bearer hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of 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 holderbearer’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 Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption dateOptional 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 so specified in on the Pricing Supplementface hereof, this Note will be repayable prior to the Stated Maturity Date at the option of the registered holder Holder on the Optional Repayment Date(s)Dates specified on the face hereof at the Optional Repayment Prices specified on the face hereof, if any, specified in together with accrued interest to the Pricing Supplement. 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 DATEapplicable Optional Repayment Date. Unless otherwise specified on the face hereof, in order for this Note to be so repaid, the Pricing SupplementTrustee must receive, on any at least 30 but not more than 45 days prior to an Optional Repayment Date, either (i) this Note with the form below entitled "Option to Elect Repayment" duly completed or (ii) a telegram, telex, fax or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder hereof, the Face Amount hereof, the Face Amount to 12 be repaid, the certificate number hereof or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, fax or letter and this Note and form duly completed are received by the Paying Agent by such fifth Business Day. Exercise of 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 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 repayable in whole or in part at the option of the holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued cancelled 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 Paying Agent (as appropriate in accordance with such attached form), at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note or Notes for the unrepaid portion remaining Face Amount hereof shall be issued in the name of the registered Holder of this Note. If this note is a Global Security, the holder hereof upon of this Note, the surrender hereof ornominee of the Depositary, where applicable, an appropriate notation will be made on Schedule 1 attached heretothe only entity that can exercise a right to repayment. Exercise In order to ensure that the nominee of such the depositary will timely exercise a right to repayment option by relating to this Note, the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment beneficial owner of this Note (must instruct the broker or portion hereof) shall have been made available for repayment on such Optional Repayment Date, other direct of indirect participant through which it holds an interest in this Note (or such portion hereof) shall cease to bear interest and notify the holder’s only Depositary of its desire to exercise a 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 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 approvalrepayment.

Optional Repayment. If so specified in the Pricing Supplement, this Note will be repayable prior to the Stated Maturity Date at the option of the registered holder on the Optional Repayment Date(s), if any, specified in the Pricing Supplement. 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 repayable in whole or in part at the option of the 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum Authorized Denomination specified in the Pricing Supplement, or if no such Authorized Denomination is so specified, U.S. $250,000 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 Paying Agent (as appropriate in accordance with such attached form), at the applicable address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not less than 30 nor more than 60 nor less than 30 calendar days prior to such holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of 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 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 approvalOptional Repayment Date.

Optional Repayment. If so specified in Upon the Pricing Supplementoccurrence of an Optional Repayment Trigger Event, this Note will be repayable prior Lender shall provide written notice to Borrower. Borrower shall respond to Lender with additional information detailing the facts that led to the Stated Maturity Date at 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 option of the registered holder on Optional Repayment. If Lender so elects, then Borrower shall make the Optional Repayment Date(s), if any, specified in on or before the Pricing Supplement. 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 next occurring Monthly Payment Date, this Note shall be repayable in whole or in part at the option of the 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 shall be accompanied by (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Prepayment Date, this Note must the Spread Maintenance Premium calculated with respect to the amount of such Optional Repayment, and (iv) all interest which would have accrued on the amount of the Optional Repayment to be receivedpaid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, with or, if such Optional Repayment occurs on a Monthly Payment Date, through and including the form attached hereto entitled “Option last day of the Interest Period related to Elect Repayment” duly completedsuch Monthly Payment Date, by and Borrower shall concurrently make (i) the applicable Paying Agent Optional Repayment (as appropriate 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. 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 attached formpayment. No Optional Repayment shall be permitted 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), at the address set forth on such form or at such other address which the Issuer Lender shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of this Note (or portion hereof) shall have been made available for repayment on require such Optional Repayment Dateuntil the occurrence of another, this Note (or such portion hereof) shall cease separate Optional Repayment Trigger Event. Notwithstanding anything 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 (orcontrary contained herein, if this is an Original Issue Discount Note as specified in the 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 neither any failure nor any delay on the face hereofpart of Lender in electing the Optional Repayment under this Section 2.4.4. shall operate or constitute a waiver thereof, 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 nor shall a single or partial exercise thereof preclude any other bank supervisory authority having jurisdiction over future exercise, or the Issuer and requiring such approvalexercise of any other right, power, remedy or privilege.

Optional Repayment. If so specified in (a) Upon the Pricing Supplementoccurrence of an Optional Repayment Trigger Event, this Note will be repayable prior Lender shall provide written notice to Borrower. Borrower shall respond to Lender with additional information detailing the facts that led to the Stated Maturity Date at 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 option of the registered holder on Optional Repayment. If Lender so elects, then Borrower shall make the Optional Repayment Date(s), if any, specified in on or before the Pricing Supplement. 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 next occurring Monthly Payment Date, this Note shall be repayable in whole or in part at the option of the 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 shall be accompanied by (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Prepayment Date, this Note must the Spread Maintenance Premium calculated with respect to the amount of such Optional Repayment, and (iv) all interest which would have accrued on the amount of the Optional Repayment to be receivedpaid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, with or, if such Optional Repayment occurs on a Monthly Payment Date, through and including the form attached hereto entitled “Option last day of the Interest Period related to Elect Repayment” duly completedsuch Monthly Payment Date, by and Borrower shall concurrently make (i) the applicable Paying Agent Optional Repayment (as appropriate 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. 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 attached formpayment. No Optional Repayment shall be permitted 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), at the address set forth on such form or at such other address which the Issuer Lender shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of this Note (or portion hereof) shall have been made available for repayment on require such Optional Repayment Dateuntil the occurrence of another, 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 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 approvalseparate Optional Repayment Trigger Event.

Optional Repayment. If so specified in on the Pricing Supplementface hereof, this Note will be repayable prior to the Stated Maturity Date at the option of the registered holder Holder on the Optional Repayment Date(s)Dates specified on the face hereof at the Optional Repayment Prices specified on the face hereof, if any, specified in together with accrued interest to the Pricing Supplement. 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 DATEapplicable Optional Repayment Date. Unless otherwise specified on the face hereof, in order for this Note to be so repaid, the Pricing SupplementTrustee must receive, on any at least 30 but not more than 45 days prior to an Optional Repayment Date, either (i) this Note with the form below entitled "Option to Elect Repayment" duly completed or (ii) a telegram, telex, fax or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder hereof, the Face Amount hereof, the Face Amount to be repaid, the certificate number hereof or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" duly completed will be received by the Paying Agent not later than five Business Days after the date of such telegram, telex, fax or letter and this Note and form duly completed are received by the Paying Agent by such fifth Business Day. Exercise of 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 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 repayable in whole or in part at the option of the holder hereof at a repayment price equal to 100% of the principal amount to be repaid, together with accrued cancelled 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 Paying Agent (as appropriate in accordance with such attached form), at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note or Notes for the unrepaid portion remaining Face Amount hereof shall be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment Holder of 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 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 so specified in Subject to and upon compliance with the Pricing Supplementprovisions set forth herein, each Holder of this Note will be repayable prior shall have the right, at such Holder's option, to require the Stated Maturity Date at Company to repay, and if such right is exercised the option Company shall repay, all or any part of such Holder's Notes on June 15, 2005 (the registered holder on the Optional Repayment Date(s), if any, specified in the Pricing Supplement. 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 repayable in whole or in part at the option of the holder hereof ") at a repayment price (the "Optional Repayment Price") equal to 100% of the principal amount to be repaidthereof, together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by this Note tointerest, but excludingif any, to June 15, 2005. To exercise such right, the date of repayment; provided, however, that, in the event of repayment Holder of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 surrender this Note to be repaid in whole or in part at the option Paying Agent on behalf of the holder hereof Company in New York, New York or Nashville, Tennessee during the period (the "Election Period") beginning on any Optional Repayment DateApril 15, this Note must be received2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Business Day, the next succeeding Business Day), with the form attached hereto entitled “"Option to Elect Repayment” Repayment on June 15, 2005" appearing below duly completed, . Any such notice received by the applicable Paying Agent (as appropriate in accordance with such attached form), at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders behalf of the Notes not more than 60 nor Company during the Election Period shall be irrevocable. The repayment option may be exercised by any Holder for less than 30 days prior the entire principal amount of this Note; provided, that the principal amount with respect to which such holder’s Optional Repayment Dateright is exercised must be equal to $1,000 or an integral multiple of $1,000. In the event of repayment of this Note in part only, a new Note or Notes of like tenor for the unrepaid portion hereof shall be issued in the name of the registered holder Holder hereof upon the surrender hereof orcancellation hereof. All questions as to the validity, where applicableform, an appropriate notation will be made on Schedule 1 attached hereto. Exercise eligibility (including time of such repayment option by the holder hereof shall be irrevocable. From receipt) and after any Optional Repayment Date, if monies for the repayment acceptance of this Note (or portion hereof) shall have been made available for repayment on such shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the 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 Price when required as specified described in the Pricing Supplement, preceding paragraphs shall result in an Event of Default under the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption dateIndenture. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this This Note is a Subordinated Note, as indicated on the face hereof, it may not be repaid redeemable prior to maturity at the option of the holder prior Company and is not subject 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.a sinking fund

Optional Repayment. If so specified in Upon the Pricing Supplementoccurrence of an Optional Repayment Trigger Event, this Note will be repayable prior Lender shall provide written notice to Borrower. Borrower shall respond to Lender with additional information detailing the facts that led to the Stated Maturity Date at 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 option of the registered holder on Optional Repayment. If Lender so elects, then Borrower shall make the Optional Repayment Date(s), if any, specified in on or before the Pricing Supplement. 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 next occurring Monthly Payment Date, this Note shall be repayable in whole or in part at the option of the 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 shall be accompanied by (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Prepayment Date, this Note must the Spread Maintenance Premium calculated with respect to the amount of such Optional Repayment, and (iv) all interest which would have accrued on the amount of the Optional Repayment to be receivedpaid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, with or, if such Optional Repayment occurs on a Monthly Payment Date, through and including the form attached hereto entitled “Option last day of the Interest Period related to Elect Repayment” duly completedsuch Monthly Payment Date, by and Borrower shall concurrently make (i) the applicable Paying Agent Optional Repayment (as appropriate 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. 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 attached formpayment. No Optional Repayment shall be permitted 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), at the address set forth on such form or at such other address which the Issuer Lender shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of this Note (or portion hereof) shall have been made available for repayment on require such Optional Repayment Dateuntil the occurrence of another, this Note (or such portion hereof) shall cease separate Optional Repayment Trigger Event. Notwithstanding anything 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 (orcontrary contained herein, if this is an Original Issue Discount Note as specified in the 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 neither any failure nor any delay on the face hereofpart of Lender in electing the Optional Repayment under this Section 2.4.4. shall operate or constitute a waiver thereof, 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 nor shall a single or partial exercise thereof preclude any other bank supervisory authority having jurisdiction over future exercise, or the Issuer and requiring such approvalexercise of any other right, power, remedy or privilege.

Optional Repayment. If so specified in Subject to and upon compliance with the Pricing Supplementprovisions set forth herein, each Holder of this Note will be repayable prior shall have the right, at such Holder's option, to require the Stated Maturity Date at Company to repay, and if such right is exercised the option Company shall repay, all or any part of such Holder's Notes on June 15, 2005 (the registered holder on the Optional Repayment Date(s), if any, specified in the Pricing Supplement. 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 repayable in whole or in part at the option of the holder hereof ") at a repayment price (the "Optional Repayment Price") equal to 100% of the principal amount to be repaidthereof, together with accrued and unpaid interest hereon payable at the applicable rate or rates borne by this Note tointerest, but excludingif any, to June 15, 2005. To exercise such right, the date of repayment; provided, however, that, in the event of repayment Holder of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 surrender this Note to be repaid in whole or in part at the option Paying Agent on behalf of the holder hereof Company in New York, New York or Nashville, Tennessee during the period (the "Election Period") beginning on any Optional Repayment DateApril 15, this Note must be received2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Business Day, the next succeeding Business Day), with the form attached hereto entitled “"Option to Elect Repayment” Repayment on June 15, 2005" appearing below duly completed, . Any such notice received by the applicable Paying Agent (as appropriate in accordance with such attached form), at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders behalf of the Notes not more than 60 nor Company during the Election Period shall be irrevocable. The repayment option may be exercised by any Holder for less than 30 days prior the entire principal amount of this Note; provided, that the principal amount with respect to which such holder’s Optional Repayment Dateright is exercised must be equal to $1,000 or an integral multiple of $1,000. In the event of repayment of this Note in part only, a new Note or Notes of like tenor for the unrepaid portion hereof shall be issued in the name of the registered holder Holder hereof upon the surrender hereof orcancellation hereof. All questions as to the validity, where applicableform, an appropriate notation will be made on Schedule 1 attached hereto. Exercise eligibility (including time of such repayment option by the holder hereof shall be irrevocable. From receipt) and after any Optional Repayment Date, if monies for the repayment acceptance of this Note (or portion hereof) shall have been made available for repayment on such shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the 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 Price when required as specified described in the Pricing Supplement, preceding paragraphs shall result in an Event of Default under the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption dateIndenture. To the extent then required under or pursuant to applicable laws or regulations (including, without limitation, capital regulations), if this This Note is a Subordinated Note, as indicated on the face hereof, it may not be repaid redeemable prior to maturity at the option of the holder prior Company and is not subject 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 approvala sinking fund.

Optional Repayment. If so Unless one or more Repayment Dates are specified in on the Pricing Supplementface hereof, this Subordinated Note will shall not be repayable prior to the Stated Maturity Date at the option of the registered holder on Holder prior to the Optional Stated Maturity. If one or more Repayment Date(s)Dates (or ranges of Repayment Dates) are so specified, if any, specified in the Pricing Supplement. 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, this Subordinated Note will be subject to repayment on any Optional Repayment Date, this Note shall be repayable in whole such date (or in part during any such range) at the option of the holder Holder at the applicable Repayment Price specified on the face hereof at (expressed as a repayment price equal to 100% percentage of the principal amount to be repaidof this Subordinated Note), together with accrued and unpaid interest hereon to the Repayment Date, but payments due with respect to this Subordinated Note prior to the Repayment Date will be payable to the Holder of this Subordinated Note, or one or more Predecessor Notes, of record at the applicable rate close of business on the relevant Regular Record Date or rates borne by this Note toSpecial Record Date, but excluding, the date of repayment; provided, however, that, all as provided in the event of repayment of Subordinated Indenture. In order for this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 Subordinated Note to be repaid in whole or in part prior to Stated Maturity, the Trustee must receive at the option of the holder hereof on any Optional least 30 days but not more than 60 days prior to a Repayment Date, : (a) appropriate wire transfer instructions and (b) either (i) this Subordinated Note must be received, with the form attached hereto entitled “"Option to Elect Repayment” " duly completedcompleted or (ii) a telegram, telex, facsimile transmission or 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 trust company in the United States setting forth the name of the Holder of this Subordinated Note, the principal amount of this Subordinated Note, the portion of the principal amount of this Subordinated Note to be repaid, the certificate number or a description of the tenor and terms of this Subordinated Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Subordinated Note with the form attached hereto entitled "Option to Elect Repayment" duly completed will be received by the applicable Paying Agent Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (as appropriate in accordance b)(ii) of the preceding sentence is followed, this Subordinated Note with such attached form), at form duly completed must be received by the address set forth on Trustee by such form or at such other address which the Issuer shall from time to time notify the holders fifth Business Day. Exercise of the Notes not more than 60 nor less than 30 days 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 such holder’s Optional the Repayment Date. In The repayment option may be exercised by the event of repayment Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Subordinated Note in part onlythat 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 for or Subordinated Notes representing the unrepaid portion hereof shall will be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached heretoHolder hereof. Exercise of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of If this Subordinated 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 in global form as specified in the 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 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 repaid 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. In addition, the beneficial owner of this Subordinated Note shall effect delivery at the option time such notice of the holder prior election is given to the Stated Maturity Date without Depository by causing the prior written approval of applicable participant to transfer such beneficial owner's interest in this Subordinated Note, on the OCC or any other bank supervisory authority having jurisdiction over Depository's records, to the Issuer and requiring such approvalTrustee.

Optional Repayment. If so specified in the Pricing Supplement, Holders ------------------------------ The Notes of this Note will be repayable prior to the Stated Maturity Date at the option of the registered holder on the Optional Repayment Date(s), if any, specified in the Pricing Supplement. 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 series shall be repayable upon not less than 30 days' notice by mail, in whole or in part part, at the option election of the holder hereof at a repayment price equal to 100% Holders, on the following dates and Repayment Prices (expressed as percentages of the principal amount amount): 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) 100.00% together in the 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 Indenture. In order for a Note to be repaid, together the paying agent must receive, at least 30 but not more than 60 calendar days prior to the optional repayment date, (i) the Note with accrued and unpaid interest hereon payable at the applicable rate form entitled "Option to Elect Repayment" on the reverse of the Note duly completed or rates borne by this Note to(ii) a telegram, but excludingfacsimile transmission or a letter from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc. (the date of repayment; provided, however, that, "NASD") or a commercial bank or trust company in the event United States which must set forth: the name of the holder of the Note; the principal amount of the Note; the principal amount of the Note to be repaid; the certificate number or a description of the tenor and terms of the Note; a statement that the option to elect repayment of this Note in part only, is being exercised thereby; and a guarantee that the unrepaid portion hereof shall be at least the minimum 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 will be transferred to the option DTC account of the holder hereof on any Optional Repayment DatePaying Agent not later than the fifth Business Day after the date of such telegram, this facsimile transmission or letter. The repayment option may be exercised by the Holder of a Note for less than the entire principal amount of the Note but, in that event, the principal amount of the Note remaining outstanding after repayment must be received, with the form attached hereto entitled “Option to Elect Repayment” duly completed, by the applicable Paying Agent (as appropriate in accordance with such attached form), at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s Optional Repayment Datean authorized denomination. In the 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 unrepaid unpaid or unredeemed portion hereof shall will be issued in the name of the registered holder Holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of this Note (or portion cancellation 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 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 so specified in the applicable Pricing Supplement, this Note will all or a specified part of a Debt Obligation shall be repayable prior to the Stated Maturity Date at the option of the registered holder Holder on the Optional Repayment Date(s), if any, date or dates specified in the applicable Pricing Supplement. IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH IN THE PRICING SUPPLEMENTSupplement (each, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATE. Unless otherwise an "Optional Repayment Date") at the price specified in the applicable Pricing SupplementSupplement (the "Optional Repayment Price"), on any together with accrued interest to the applicable Optional Repayment Date. If a Debt Obligation is in certificated form, in order for such Debt Obligation to be so repaid, the Trustee must receive, at least 30 but not more than 45 days prior to an Optional Repayment Date, this Note shall be repayable either (i) such Debt Obligation with the form below entitled "Option to Elect Repayment" duly completed or (ii) a telegram, telex, fax or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust issuer in whole or in part at the option United States setting forth the name of the holder hereof at a repayment price equal to 100% of Holder hereof, the principal amount Principal Amount, the Principal Amount to be repaid, together a description of the tenor and terms of such Debt Obligation, a statement that the option to elect repayment is being exercised thereby and a guarantee that such Debt Obligation with accrued and unpaid interest hereon payable at the applicable rate or rates borne form below entitled "Option to Elect Repayment" duly completed will be received by this Note to, but excluding, the Paying Agent not later than five Business Days after the date of repaymentsuch telegram, telex, fax or letter and such Debt Obligation and form duly completed are received by the Paying Agent by such fifth Business Day. Exercise of 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 Debt Obligation with respect to less than the Principal Amount then outstanding; provided, however, that, in that the event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 Principal Amount 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 Paying Agent (as appropriate in accordance with such attached form), at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not more than 60 nor less than 30 days prior to such holder’s Optional Repayment Date. In the event of Debt Obligation remaining outstanding after repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of 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 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 approvalauthorized denomination.

Optional Repayment. If so specified in provided on the Pricing Supplementface hereof, this Note Security will be repayable subject to repayment, in whole or in part on a given day or days, prior to the Stated Maturity Date at the option of the registered holder Holder hereof on the Optional Repayment Date(s)optional repayment dates, if any, specified in on the Pricing Supplementface hereof (each an "Optional Repayment Date"). IF NO OPTIONAL REPAYMENT DATES ARE SET FORTH IN THE PRICING SUPPLEMENTIf no Optional Repayment Date is specified on the face hereof, THIS NOTE MAY NOT BE SO REPAID AT THE OPTION OF THE HOLDER HEREOF PRIOR TO THE STATED MATURITY DATEthis Security will not be repayable at the option of the Holder hereof prior to its Stated Maturity. Unless otherwise specified in If this Security is subject to repayment at the Pricing Supplementoption of the Holder hereof, on any the Optional Repayment Date, if any, specified on the face hereof, this Note shall Security will be repayable in whole or from time to time in part at the option in increments of the holder hereof $1,000, at a repayment price equal to 100% of the unpaid 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, accrued to the date of repayment; provided, however, that, in the event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 Security to be repaid in whole or in part at the option of the holder hereof on any Optional Repayment Daterepaid, this Note such Security must be received, together with the form attached hereto hereon entitled “"Option to Elect Repayment” " duly completed, by the applicable Paying Agent (as appropriate in accordance with such attached form)Trustee at its Corporate Trust Office or its New York City office, at the address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not 61 Bxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxt more than 60 nor less than 30 calendar days prior to such holder’s Optional Repayment Date. In the event date of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached heretorepayment. Exercise of such repayment option by the holder hereof 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 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. From and after any Optional Repayment DateIn addition, if monies for at the repayment of this Note (or portion hereof) time such instructions are given, each such Beneficial Owner shall have been made available for repayment on cause the Participant through which it owns its interest to transfer such Optional Repayment Date, this Note (or such portion hereof) shall cease to bear Beneficial Owner's 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 Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption date. To the extent then required under Global Security 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.Global Securities

Optional Repayment. If so Unless one or more Repayment Dates are specified in on the Pricing Supplementface hereof, this Senior Note will shall not be repayable prior to the Stated Maturity Date at the option of the registered holder on Holder prior to the Optional Stated Maturity. If one or more Repayment Date(s)Dates (or ranges of Repayment Dates) are so specified, if any, specified in the Pricing Supplement. 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, this Senior Note will be subject to repayment on any Optional Repayment Date, this Note shall be repayable in whole such date (or in part during any such range) at the option of the holder Holder at the applicable Repayment Price specified on the face hereof at (expressed as a repayment price equal to 100% percentage of the principal amount to be repaidof this Senior Note), together with accrued and unpaid interest hereon to the Repayment Date, but payments due with respect to this Senior Note prior to the Repayment Date will be payable to the Holder of this Senior Note, or one or more Predecessor Notes, of record at the applicable rate close of business on the relevant Regular Record Date or rates borne by this Note toSpecial Record Date, but excluding, the date of repayment; provided, however, that, all as provided in the event of repayment of Senior Indenture. In order for this Note in part only, the unrepaid portion hereof shall be at least the minimum 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 Senior Note to be repaid in whole or in part prior to Stated Maturity, the Trustee must receive at the option of the holder hereof on any Optional least 30 days but not more than 60 days prior to a Repayment Date, : (a) appropriate wire transfer instructions and (b) either (i) this Senior Note must be received, with the form attached hereto entitled “"Option to Elect Repayment” " duly completedcompleted or (ii) a telegram, telex, facsimile transmission or 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 trust company in the United States setting forth the name of the Holder of this Senior Note, the principal amount of this Senior Note, the portion of the principal amount of this Senior Note to be repaid, the certificate number or a description of the tenor and terms of this Senior Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Senior Note with the form attached hereto entitled "Option to Elect Repayment" duly completed will be received by the applicable Paying Agent Trustee not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter. If the procedure described in clause (as appropriate in accordance b)(ii) of the preceding sentence is followed, this Senior Note with such attached form), at form duly completed must be received by the address set forth on Trustee by such form or at such other address which the Issuer shall from time to time notify the holders fifth Business Day. Exercise of the Notes not more than 60 nor less than 30 days 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 such holder’s Optional the Repayment Date. In The repayment option may be exercised by the event of repayment Holder for less than the entire principal amount hereof, provided that the principal amount, if any, of this Senior Note in part onlythat 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 for or Senior Notes representing the unrepaid portion hereof shall will be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached heretoHolder hereof. Exercise of such repayment option by the holder hereof shall be irrevocable. From and after any Optional Repayment Date, if monies for the repayment of If this Senior 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 in global form as specified in the 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 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 repaid 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. In addition, the beneficial owner of this Senior Note shall effect delivery at the option time such notice of the holder prior election is given to the Stated Maturity Date without Depository by causing the prior written approval of applicable participant to transfer such beneficial owner's interest in this Senior Note, on the OCC or any other bank supervisory authority having jurisdiction over Depository's records, to the Issuer and requiring such approvalTrustee.

Optional Repayment. If so a repayment right is specified in on the Pricing Supplementface hereof, this Note will be repayable prior subject to the Stated Maturity Date repayment at the option of the registered holder Holder and the Company will repay this Note, or applicable portion hereof, on the Optional Repayment Date(s), if any, specified in indicated on the Pricing Supplementface hereof. 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 Such repayments shall be repayable made in whole or in part at the option on such Repayment Date(s) in increments of the holder authorized denominations specified on the face hereof at a repayment price equal to 100% of the (provided that any remaining 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least equal to the minimum Authorized Denomination authorized denomination applicable hereto), at the Repayment Price (expressed as a percentage of the principal amount of this Note for which repayment is requested) specified in on the Pricing Supplementface hereof (which unless otherwise specified on the face hereof shall be 100%), or together with unpaid interest, if no such Authorized Denomination is so specifiedany, U.S. $250,000 or its equivalent in accrued thereon to the Specified Currencydate of repayment. For this Note to be repaid in whole repaid, the Indenture Trustee must receive, at its office, or in part at such other place or places of which the option 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 date of the holder hereof on any Optional Repayment Daterepayment, (i) this Note must be received, with the form entitled “Option to Elect Repayment,” attached hereto to 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 Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth the name of the Holder of this Note, the principal amount thereof, the certificate number of this Note or a description of 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 this Note, together with the form entitled “Option to Elect Repayment” duly completed, will be received by the applicable Paying Agent Indenture Trustee (as appropriate in accordance with such attached form), at the address set forth or an agent on such form or at such other address which the Issuer shall from time to time notify the holders behalf of the Notes Indenture Trustee) not more later than 60 nor less than 30 days prior to the fifth Business Day after the date of such holder’s Optional Repayment Date. In the event of repayment of telegram, telex, facsimile transmission or letter; provided, that such telegram, telex, facsimile transmission or letter shall only be effective if this Note in part only, a new Note for and form duly completed are received by the unrepaid portion hereof shall be issued in the name Indenture Trustee (or an agent on behalf of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached heretoIndenture Trustee) by such fifth Business Day. Exercise of such repayment option by the holder hereof Holder of this Note shall be irrevocable. From and after any Optional Repayment Date, if monies for the The repayment of 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 Discount Notes is an Original Issue Discount Note as specified in the Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest accrued to such redemption date. To the extent then required set forth under or pursuant to applicable laws or regulations (including, without limitation, capital regulationsSection 3(e), 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 so specified in the Pricing Supplement, this Note will be repayable prior to the Stated Maturity Date at the option of the registered holder on the Optional Repayment Date(soptional repayment date(s), if any, specified in the Pricing SupplementSupplement (each such date, an “Optional Repayment Date”). 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 repayable in whole or in part at the option of the 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 event of repayment of this Note in part only, the unrepaid portion hereof shall be at least the minimum Authorized Minimum 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 Paying Agent (as appropriate in accordance with such attached form), at the applicable address set forth on such form or at such other address which the Issuer shall from time to time notify the holders of the Notes not less than 30 nor more than 60 nor less than 30 calendar days prior to such holder’s Optional Repayment Date. In the event of repayment of this Note in part only, a new Note for the unrepaid portion hereof shall be issued in the name of the registered holder hereof upon the surrender hereof or, where applicable, an appropriate notation will be made on Schedule 1 attached hereto. Exercise of such repayment option by the 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 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 Pricing Supplement, the amortized face amount hereof) and, if appropriate, all unpaid interest (if any) 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 approvalOptional Repayment Date.