Common use of Repayment Price Clause in Contracts

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Procedures upon Company Notice to Trustee regarding Company's Exercise Exercise of Optional Redemption. At of Optional least 45 days prior to the date on which Redemption: it intends to redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to Interest Upon Exercise of be Repaid. Upon receipt of notice of Optional Repayment (Except exercise of the option for repayment and Pursuant to Company's the Certificated Notes to be repaid as Exercise of Optional Reset or set forth in such Notes, the Trustee for Optional Extension): such Certificated Notes shall (unless such notice was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Company Notice to Trustee regarding Company's Exercise Exercise of Exercise of Optional Optional Redemption. At of Optional least 45 days prior to Redemption: the date on which Redemption: it intends to redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to be Interest Upon Exercise of be Repaid. Upon receipt of notice of exercise of Optional Repayment (Except exercise of the option for repayment and the Certificated Pursuant to Company's the Certificated Notes to be repaid as Exercise of Optional Reset or set forth in such Notes, Exercise of Optional Reset the Trustee for Optional Extension): such Certificated Notes shall or Optional Extension): (unless such notice was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company.. Trustees Not to Risk Nothing herein shall be deemed to require either Funds: Trustee to risk or expend its own funds in connection with any payment to the Company, the Agent or the purchaser, it being understood by all parties that payments made by either Trustee to the Company, the Agent or the purchaser shall be made only to the extent that funds are provided to such Trustee for such

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Company Notice to Trustee regarding Company's Exercise Exercise of Exercise of Optional Optional Redemption. At of Optional least 45 days prior to the Redemption: date on which Redemption: it intends to redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to be Repaid. Interest Upon Exercise of be Repaid. Upon receipt of notice of exercise of the option of Optional Repayment (Except exercise of the option for repayment and Pursuant to Company's the Certificated Notes to be Pursuant to Company's repaid as Exercise of Optional Reset or set forth in such Notes, the Trustee for Exercise of Optional Extension): Reset such Certificated Notes shall (unless such notice or Optional Extension): was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Book-Entry Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Company Notice to Trustee regarding Company's Exercise Exercise of Exercise of Optional Optional Redemption. At of Optional least 45 days prior to Redemption: the date on which Redemption: it intends to redeem a Certificated Book-Entry Note, the Company will notify the Trustee for such Certificated Book-Entry Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Book-Entry Note, the Trustee for such Certificated Book-Entry Note will, at least 30 days before the Redemption Date for such Certificated Book-Entry Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Book-Entry Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Book-Entry Note. Payments of Principal and Trustee Notice to Company of Option to Interest Upon Exercise of be Repaid. Upon receipt of notice of Optional Repayment (Except exercise of the option for repayment and Pursuant to Company's the Certificated Notes to be repaid as Exercise of Optional Reset or set forth in such Notes, the Trustee for Optional Extension): such Certificated Notes shall (unless such notice was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser the Trustee fails to accept delivery of and make payment for any Certificated Noteenter an SDFS deliver order with respect to a Book-Entry Note pursuant to Settlement Procedure "F", upon written direction from the Company, the Agent will notify the Company and the applica- ble Trustee by telephone and return may deliver to DTC, through DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the applicable Trustee. Upon receipt of such notice's participant account, provided that the Company will immediately wire transfer to the Trustee's participant account contains a principal amount of the Agent an amount Global Security representing such Note that is at least equal to the principal amount previously credited thereto in respect of such Note. Such wire transfer will to be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement datedebited. If a withdrawal message is processed with respect to all the failure shall have occurred for any reason other than Book-Entry Notes represented by a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurredGlobal Security, the applicable Trustee will mark such Note Global Security "canceled," ", make appropriate entries in the applicable Trustee's records and send such Note canceled Global Security to the Company. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Security, the Trustee will exchange such Global Security for two Global Securities, one of which shall represent such Book-Entry Note or Notes and shall be canceled immediately after issuance and the other of which shall represent the remaining Book-Entry Notes previously represented by the surrendered Global Security and shall bear the CUSIP number of the surrendered Global Security. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Agent may enter SDFS deliver orders through DTC's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures "F" and "G", respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Security, the Trustee will provide, in accordance with Settlement Procedures "D" and "F", for the authentication and issuance of a Global Security representing the Book-Entry Notes to be represented by such Global Security and will make appropriate entries in its records.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee Citibank an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which each Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Citibank will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Exercise Company's Exercise Exercise of Optional Redemption. At of Optional least 45 days of Optional prior to the date on which Redemption: it intends to Redemption: redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to be Interest Upon Exercise of be Repaid. Upon receipt of notice of exercise Optional Repayment (Except exercise of the option for repayment and the Pursuant to Company's the Exercise Certificated Notes to be repaid as Exercise set forth of Optional Reset or set forth Optional in such Notes, the Trustee for Optional such Extension): such Certificated Notes shall (unless such notice was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company. Authenticity of The Agent will not have any obligation or Signatures: liability to the Company or a Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or a Trustee on any Certificated Note.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee Citibank an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which each Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Citibank will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Company's Exercise Exercise of Optional Redemption. At of Optional least 45 days prior to the date on which Redemption: it intends to redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to Interest Upon Exercise of be Repaid. Upon receipt of notice of Optional Repayment (Except exercise of the option for repayment and Pursuant to Company's Exercise the Certificated Notes to be repaid as Exercise of Optional Reset or Optional set forth in such Notes, the Trustee for Optional Extension): such Certificated Notes shall (unless such notice was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company. Authenticity of The Agent will not have any obligation Signatures: or liability to the Company or a Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or a Trustee on any Certificated Note.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Company Notice to Trustee regarding Company's Exercise Exercise of Exercise of Optional Optional Redemption. At of Optional least 45 days prior to the Redemption: date on which Redemption: it intends to redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date redemption date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to Interest Upon Exercise of be Repaid. Upon receipt of and Interest Upon Exercise of notice of Optional Repayment (Except exercise of the option for repayment and Pursuant to Company's Optional Repayment (Except the Certificated Notes to be repaid as Exercise of Optional Reset or set forth Pursuant to Company's in such Notes, the Trustee for Optional Extension): such Certificated Exercise of Optional Reset Notes shall (unless such notice was received or Optional Extension): pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Datesettlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agency Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark xxxx such Note "canceled," ", make appropriate entries in the applicable Trustee's records and send such Note to the Company.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee Citibank an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which each Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Citibank will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Exercise of Company's Exercise Exercise of Optional Redemption. At of Optional least 45 days prior to the of Optional date on which Redemption: it intends to redeem a Certificated Redemption: Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to be Repaid. Interest Upon Exercise of be Repaid. Upon receipt of notice of exercise of the option Optional Repayment (Except exercise of the option for repayment and Pursuant to Company's the Certificated Notes to be Pursuant to Company's repaid as Exercise of Optional Reset or set forth in such Notes, the Trustee for Exercise of Optional Extension): Reset such Certificated Notes shall (unless such notice or Optional Extension): was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company. Authenticity of The Agent will not have any obligation Signatures: or liability to the Company or a Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or a Trustee on any Certificated Note.

Repayment Price. On or before prior to any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, repayment date the Company shall deposit with such the Trustee an amount of money sufficient to pay the principal amountoptional repayment price, plus and accrued interest accrued thereon to (but excluding) such old Stated Maturity date, of all the Book-Entry Notes or Optional Reset portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Exercise of Optional Extension of Maturity: Company Notice to Trustee regarding Company's Exercise Regarding Exercise of Optional RedemptionExtension Option. At of Optional least 45 days (but not more than 60 days) prior to the date on which Redemption: it intends to redeem then current maturity of a Certificated Book-Entry Note, the Company will notify the Trustee for such Certificated Note that whether it is exercising such intends to exercise its option with respect to such Book-Entry Note on to extend the Maturity of such dateBook-Entry Note. Trustee Notice to Holders regarding DTC Regarding Company's Exercise of Optional RedemptionExtension Option. After receipt of notice that the Company is exercising its option to redeem extend the maturity of a Certificated Book- Entry Note, the Trustee for such Certificated Note will, at least 30 40 days before the Redemption Date then current maturity date for such Certificated Book-Entry Note, mail hand deliver to DTC a notice, first class, postage prepaid, to the Holder of notice identifying such Certificated Note, Book-Entry Note by CUSIP number and informing such Holder DTC of the Company's exercise of such option with respect to such Certificated Book-Entry Note. Payments Procedures upon Company's Exercise of Principal and Optional Rate Reset: Company Notice to Trustee Regarding Exercise of Reset Option. At least 50 days (but not more than 60 days) prior to an optional reset date of a Book-Entry Note, the Company will notify the Trustee whether it intends to exercise its option to reset the interest rate, in the case of a Fixed Rate Note, or Spread and/or Spread Multiplier in the case of a Floating Rate Note, with respect to the Book-Entry Note. Trustee Notice to Company of Option to Interest Upon DTC Regarding Company's Exercise of be RepaidReset Option. Upon After receipt of notice that the Company is exercising its option to reset the interest rate, in the case of Optional Repayment (Except exercise a Fixed Rate Note, or Spread and/or Spread Multiplier in the case of the option for repayment and Pursuant to Company's the Certificated Notes to be repaid as Exercise a Floating Rate Note, of Optional Reset or set forth in such Notesa Book- Entry Note, the Trustee for Optional Extension): will, at least 40 days before the optional reset date, hand deliver to DTC a notice identifying such Certificated Notes shall (unless such notice was received pursuant to Book-Entry Note by CUSIP number and informing DTC of the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice such option with respect to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Book-Entry Note, the Agent will notify the Company and the applica- ble Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Company Notice to Trustee regarding Company's Exercise of Optional Exercise of Optional Redemption. At of Optional least 45 days prior to the date on which it intends Redemption: it intends to redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date redemption date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to Interest Upon Exercise of be Repaid. Upon receipt of Interest Upon Exercise of notice of Optional Repayment (Except exercise of the option for repayment and Pursuant to Company's the Certificated Optional Repayment (Except Notes to be repaid as Exercise of Optional Reset or set forth in such Notes, the Trustee for Optional Extension): such Pursuant to Company's Exercise Certificated Notes shall (unless such notice was received pursuant of Optional Reset or Optional to the Company's exercise of an optional reset or an optional Extension): extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Datesettlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agency Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark xxxx such Note "canceled," ", make appropriate entries in the applicable Trustee's records and send such Note to the Company.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee Citibank an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which each Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Citibank will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Exercise of Company's Exercise Exercise of Optional Redemption. At of Optional least 45 days prior to the of Optional date on which Redemption: it intends to redeem a Certificated Redemption: Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to be Repaid. Interest Upon Exercise of be Repaid. Upon receipt of notice of Optional Repayment (Except exercise of the option Optional Repayment for repayment and Pursuant to Company's the Certificated Notes to be (Except Pursuant to repaid as Exercise of Optional Reset or set forth in such Notes, the Trustee for Optional Extension): Company's Exercise of such Certificated Notes shall (unless such notice Optional Reset or was received pursuant to the Company's exercise of Optional Extension): an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company. Authenticity of The Agent will not have any obligation or liability Signatures: to the Company or a Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or a Trustee on any Certificated Note.

Repayment Price. On or before prior to any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, repayment date the Company shall deposit with such the Trustee an amount of money sufficient to pay the principal amountoptional repayment price, plus and accrued interest accrued thereon to (but excluding) such old Stated Maturity date, of all the Book-Entry Notes or Optional Reset portions thereof which are to be repaid on such date. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Exercise of Optional Extension of Maturity: Company Notice to Trustee regarding Company's Exercise Regarding Exercise of Optional RedemptionExtension Option. At of Optional least 45 days (but no more than 60 days) prior to the date on which Redemption: it intends to redeem then current maturity of a Certificated Book-Entry Note, the Company will notify the Trustee for such Certificated Note that whether it is exercising such intends to exercise its option with respect to such Book-Entry Note on to extend the Maturity of such dateBook-Entry Note. Trustee Notice to Holders regarding DTC Regarding Company's Exercise of Optional RedemptionExtension Option. After receipt of notice that the Company is exercising its option to redeem extend the maturity of a Certificated Book-Entry Note, the Trustee for such Certificated Note will, at least 30 40 days before the Redemption Date then current maturity date for such Certificated Book-Entry Note, mail hand deliver to DTC a notice, first class, postage prepaid, to the Holder of notice identifying such Certificated Note, Book-Entry Note by CUSIP number and informing such Holder DTC of the Company's exercise of such option with respect to such Certificated Book-Entry Note. Payments Procedures upon Company's Exercise of Principal and Optional Rate Reset: Company Notice to Trustee Regarding Exercise of Reset Option. At least 45 days (but no more than 60 days) prior to an optional reset date of a Book-Entry Note, the Company will notify the Trustee whether it intends to exercise its option to reset the interest rate, in the case of a Fixed Rate Note, and/or Spread or Spread Multiplier in the case of a Floating Rate Note, with respect to the Book-Entry Note. Trustee Notice to Company of Option to Interest Upon DTC Regarding Company's Exercise of be RepaidReset Option. Upon After receipt of notice that the Company is exercising its option to reset the interest rate, in the case of Optional Repayment (Except exercise a Fixed Rate Note, or Spread and/or Spread Multiplier in the case of the option for repayment and Pursuant to Company's the Certificated Notes to be repaid as Exercise a Floating Rate Note, of Optional Reset or set forth in such Notesa Book-Entry Note, the Trustee for Optional Extension): will, at least 40 days before the optional reset date, hand deliver to DTC a notice identifying such Certificated Notes shall (unless such notice was received pursuant to Book-Entry Note by CUSIP number and informing DTC of the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice such option with respect to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Book-Entry Note, the Agent will notify the Company and the applica- ble Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Exercise of Company's Exercise Exercise of Optional Redemption. At of Optional least 45 days prior Optional Redemption: to the date on which Redemption: it intends to redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date redemption date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to be and Interest Upon Exercise of be Repaid. Upon receipt of notice of Optional Repayment (Except exercise of Exercise of Optional the option for repayment and Pursuant to Company's the Certificated Repayment (Except Notes to be repaid as Exercise of Optional Reset or set forth in such Pursuant to Company's Notes, the Trustee for Optional Extension): such Certificated Exercise of Optional Notes shall (unless such notice was received Reset or Optional pursuant to the Company's exercise of an Extension): optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble applicable Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Datesettlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agency Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark xxxx such Note "canceled," ", make appropriate entries in the applicable Trustee's records and send such Note to the Company.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Company Notice to Trustee regarding Company's Exercise Exercise of Exercise of Optional Optional Redemption. At of Optional least 45 days prior to the Redemption: date on which Redemption: it intends to redeem a Certificated Note, the Company will notify the Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Notice to Holders regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Notice to Company of Option to Interest Upon Exercise of be Repaid. Upon receipt of notice of Optional Repayment (Except exercise of the option for repayment and Pursuant to Company's the The Certificated Notes to be repaid as Exercise of Optional Reset or Pursuant to Company's set forth in such Notes, the Trustee for Exercise of Optional Extension): Reset or such Certificated Notes shall (unless such Optional Extension): notice was received pursuant to the Company's exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company.

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, Date the Company shall deposit with such Trustee the Paying Agent an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for the Certificated Notes or portions thereof for which such Paying Agent serves as Paying Agent and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. The Paying Agent will use such money to repay such Certificated Notes pursuant to the terms set forth in such Notes. Procedures upon Company’s Exercise of Optional Redemption: Company Notice to the Security Registrar and Trustee regarding Company's Exercise Exercise of Optional Redemption. At of Optional least 45 days prior to the date on which Redemption: it intends to redeem a Certificated Note, the Company will notify the the Security Registrar and Trustee for such Certificated Note that it is exercising such option with respect to such Note on such date. Trustee Security Registrar Notice to Holders regarding Company's ’s Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee Security Registrar for such Certificated Note will, at least 30 days before the Redemption Date for such Certificated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note, informing such Holder of the Company's ’s exercise of such option with respect to such Certificated Note. Payments of Principal and Trustee Interest Upon Repayment (Except Pursuant to Company’s Exercise of Optional Reset or Optional Security Registrar Notice to Company of Option to Interest Upon Exercise of be Repaid. Upon receipt of notice of Optional Repayment (Except exercise of the option for repayment and Pursuant to Company's the Certificated Notes to be repaid as Exercise of Optional Reset or set forth in such Notes, the Trustee Security Registrar for Optional Extension): such Certificated Notes shall (unless such notice Extension): was received pursuant to the Company's ’s exercise of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repayment Date. Failure Settlement Procedures: Settlement Procedures with regard to Settle: If a purchaser fails to accept delivery of and make payment for each Certificated Note purchased through any Certificated Note, the Agent will notify the Company and the applica- ble Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable TrusteeAgent, as appropriateagent, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company.shall be as follows:

Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any Optional Reset Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Book-Entry Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Exercise Company's Exercise Exercise of Optional Redemption. At of Optional least 45 days prior of Optional to the date on which Redemption: it intends to redeem a Certificated Book- Redemption: Entry Note, the Company will notify the Trustee for such Certificated Book-Entry Note that it is exercising such option with respect to such Book-Entry Note on such date. Trustee Notice to Holders DTC regarding Company's Exercise of Optional Redemption. After receipt of notice that the Company is exercising its option to redeem a Certificated Book-Entry Note, the Trustee for such Certificated Note will, at least 30 days before the Redemption Date redemption date for such Certificated Book-Entry Note, mail hand deliver to DTC a notice, first class, postage prepaid, to the Holder of notice identifying such Certificated Note, Book-Entry Note by CUSIP number and informing such Holder DTC of the Company's exercise of such option with respect to such Certificated Book-Entry Note. Deposit of Redemption Price. On or before any redemption date, the Company shall deposit with such Trustee an amount of money sufficient to pay the redemption price, plus interest accrued to such redemption date, for all the Book-Entry Notes or portions thereof for which such Trustee serves as Trustee and which are to be repaid on such redemption date. Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Payments of Principal and Trustee Notice to Company of Option to be and Interest Upon Exercise of be Repaid. Upon receipt of notice of Optional Repayment (Except exercise of the Exercise of Optional option for repayment and the Global Securities Repayment (Except representing the Book-Entry Notes so to be Pursuant to Company's the Certificated Notes to be repaid as Exercise of Optional Reset or set forth in such Notes, the Trustee for Optional Extension): Company's Exercise such Certificated Book-Entry Notes shall (unless such notice of Optional Reset or was received pursuant to the Company's exercise Optional Extension: of an optional reset or an optional extension of maturity, in each of which cases the relevant procedures set forth above shall are to be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Book-Entry Notes to be repaid on such Optional Repayment Date. Failure to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated Note, the Agent will notify the Company and the applica- ble Trustee by telephone and return such Note to the applicable Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Agent an amount equal to the amount previously credited thereto in respect of such Note. Such wire transfer will be made on the Settlement Date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Agent in the performance of its obligations hereunder and under the Distribution Agreement with the Company, then the Company will reimburse the Agent or the applicable Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the applicable Trustee will mark such Note "canceled," make appropriate entries in the applicable Trustee's records and send such Note to the Company.