Common use of Deposit of Repayment Price Clause in Contracts

Deposit of 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 of Optional Redemption. At least 45 days prior to the Optional Redemption: date on which 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 Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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.

Deposit of Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before prior to any Optional Reset Repayment Date, the Company shall deposit with such Trustee Citibank an amount of money sufficient to pay the principal amountoptional repayment price, plus and accrued interest accrued thereon to such old Stated Maturity or Optional Reset Datedate, as the case may be, for of all the Certificated 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 bedate. Such Trustee Citibank will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Procedure for Rate The Company Notice and the Agent will discuss from time to Trustee regarding Exercise Setting and Posting: time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Company's Exercise , the Rejection of Optional RedemptionOrders: Agent will advise the Company promptly by telephone of all orders to purchase Book-Entry Notes received by the Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. At least 45 days prior Unless otherwise agreed by the Company and the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing If any order to purchase a Book-Entry Note is Supplement: accepted by or on behalf of the Optional Redemption: date on which it intends to redeem a Certificated NoteCompany, the Company will notify prepare a pricing supplement (a "Pricing Supplement") reflecting the Trustee for terms of 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 Book-Entry Note, will file one copy thereof by electronic submission with the Trustee for Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such Certificated Note will, at least 30 days before the redemption date for such Certificated Note, mail a notice, first class, postage prepaid, number of copies thereof to the Holder Agent as the Agent shall request. If required, the Agent will file such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "NASD"). The Agent will cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Certificated Book-Entry Note. In each instance that a Pricing Supplement is prepared, informing such Holder the Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company's exercise : to Citigroup Global Markets Inc., Brooklyn Army Terminal, 000 00xx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxx Xxxx 00000 (with a copy transmitted by facsimile to (000) 000-0000, Attention: Xxxx Xxxxxxxxx). Suspension of such option with respect to such Certificated Note. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant Solicitation; Subject to the Company's exercise of an Reset representations, Amendment or Optional optional reset or an optional extension of maturitySupplement: warranties and covenants contained in the Distribution Agreement, Extension): 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 may instruct the Agent 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 suspend at any time, for any Certificated Noteperiod of time or permanently, the Agent will notify the Company and the applicable Trustee by telephone and return such Note solicitation of orders to the applicable Trusteepurchase Book-Entry Notes. Upon receipt of such noticeinstructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will immediately wire transfer to promptly advise the account Agent, the Trustees and the DTC Agents whether such orders may be settled and whether copies of the Agent an amount equal to Prospectus as in effect at the amount previously credited thereto in respect time of such Note. Such wire transfer will be made on the settlement datesuspension, 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 Agency Agreement together with the Companyappropriate Pricing Supplement, 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 xxxx 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 may be deemed to require either Funds: Trustee to risk or expend its own funds delivered 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 settlement of such Trustee for such purposeorders. Authenticity of The Company will cause each Trustee to furnish have the Signatures: Agent from time to time with sole responsibility for such decision and for any arrangements that may be made in the specimen signatures of each event that the Company determines that such orders may not be settled or that copies of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will Prospectus may not have any obligation 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 Notebe so delivered.

Deposit of 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 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 Citibank will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Exercise of Company's Exercise of Optional Redemption. At least 45 days prior to the of Optional Redemption: date on which 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 Book-Entry Note on such datedate and the redemption price of such Book-Entry Notes. 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 Note. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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 Book-Entry Note.

Deposit of 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 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 Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Company Notice to Trustee regarding Exercise of Company's Optional Exercise of Optional Redemption. At Redemption: least 45 days prior to the Optional Redemption: date on which 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 Book-Entry Note on such datedate and the redemption price of such Book-Entry Notes. 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 Note. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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 Book-Entry Note.

Deposit of 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 to the Optional date on Redemption: date on which 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 Interest Trustee Notice to Company of Option Upon Exercise of Optional Repayment to be Repaid. and Interest Upon Upon receipt of notice (Except Pursuant to Company's of exercise of the option for Exercise of Optional Reset or repayment and the Certificated Notes Optional Extension): to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 Agency 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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.

Deposit of 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 of Optional RedemptionPROCEDURES UPON COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF OPTIONAL COMPANY'S EXERCISE REDEMPTION. At least 45 days prior to the Optional Redemption: date on which OF OPTIONAL it intends to redeem a Certificated Note, the Company REDEMPTION: 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 RedemptionTRUSTEE 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 Trustee Notice to Company of Option to be RepaidPAYMENTS OF PRINCIPAL TRUSTEE NOTICE TO COMPANY OF OPTION TO BE REPAID. and Interest Upon AND INTEREST UPON Upon receipt of notice of exercise of the option for Exercise of Optional EXERCISE OF OPTIONAL repayment and the Certificated Notes to be repaid as Repayment set REPAYMENT (Except set EXCEPT forth in such Notes, the Trustee for such Pursuant to Company's Certificated PURSUANT TO COMPANY'S Notes shall (unless such notice was Exercise of Optional received pursuant EXERCISE OF to the Company's exercise of an Reset or Optional optional reset or an OPTIONAL RESET OR optional extension of maturity, Extension): in each of which cases OPTIONAL EXTENSION): 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 SettleFAILURE 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 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 Agency 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 xxxx mark such Note "canceled", ," make appropriate entries in the applicable Trustee's records and send such Note to the Company. Trustees Not to Risk TRUSTEES NOT TO RISK Nothing herein shall be deemed to require either FundsTrustee 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 purpose. Authenticity of AUTHENTICITY OF The Company will cause each Trustee to furnish the SignaturesAgent SIGNATURES: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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.

Deposit of 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 Exercise of Company's Exercise of Optional Optional Redemption. At least 45 days prior to the Optional Redemption: the date on which 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 Interest Upon Exercise of Repaid. and Interest Upon Upon receipt of notice of exercise of Optional Repayment (Except the option for Exercise of Optional repayment and the Certificated Pursuant to Company's Notes to be repaid as Repayment (Except set forth in such Notes, Exercise of Optional Reset the Trustee for such Pursuant to Company's Certificated Notes shall or Optional Extension): (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 Agency 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 xxxx 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 purpose. Authenticity of Signatures: The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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.

Deposit of Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before any an Optional Reset Date, the Company shall deposit with such the 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 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 Certificated Book- Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Regarding Exercise of Company's Exercise of Company Notice to Optional Redemption. At least 45 days prior to the Optional Redemption: Trustee Regarding date on which it intends to redeem a Certificated Book-Entry Company's Exercise Note, the Company will notify the Trustee for such Certificated Note that it of Optional Redemption: is exercising such option with respect to such Book-Entry Note on such date. Trustee Notice to Holders regarding 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 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 51 18 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 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 Trustee Notice to Company of Option to be Repaid. and Interest Upon upon Upon receipt of notice of exercise of the option for Exercise of Optional for repayment and the Certificated Global Securities Repayment (Except representing the Book-Entry Notes so to be repaid Pursuant to Company's as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall Exercise of Optional (unless such notice was Exercise of Optional received pursuant to the Reset or Optional Company's exercise of an Reset or Optional optional reset or an Extension) optional extension of maturity, Extension): 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 Deposit of Repayment Price. On or prior to Settle: If a purchaser fails to accept delivery of and make payment for any Certificated NoteOptional Repayment Date, the Agent Company shall deposit with such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. Such Trustee will notify use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. 52 19 Procedure for Rate The Company and the applicable Trustee by telephone Agents will discuss from time Setting and return such Note Posting: to time the applicable Trustee. Upon receipt of such noticeaggregate principal amount of, the Company will immediately wire transfer issuance price of, and the interest rates to the account be borne by, Book-Entry Notes that may be sold as a result of the Agent an amount equal to solicitation of orders by 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 dateAgents. If the failure shall have occurred for Company decides to set prices of, and rates borne by, any reason other than a default by the Agent in the performance of its obligations hereunder and under the 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 Book-Entry Notes in respect of which the Agents are to solicit orders (the setting of such failure occurred, prices and rates to be referred to herein as "posting") or if the applicable Trustee will xxxx such Note "canceled", make appropriate entries in the applicable Trustee's records and send such Note Company decides to the Company. Trustees Not to Risk Nothing herein shall be deemed to require either Funds: Trustee to risk change prices or expend its own funds in connection with any payment to the Company, the Agent or the purchaserrates previously posted by it, it being understood will promptly advise the Agents of the prices and rates to be posted. Acceptance and Rejection Each Agent will promptly advise the Company by all parties that payments made of Offers: telephone of any offers to purchase Book-Entry Notes received 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 purposeAgent. Authenticity of The Company will cause each Trustee have the sole right to furnish accept any such offer to purchase Book-Entry Notes. The Company may reject any such orders in whole or in part. Each Agent may, in its discretion reasonably exercised, reject an offer to purchase Book-Entry Notes received by it in whole or in part. 10 copies thereof (and additional copies if requested) to the Signatures: Presenting Agent from time and one copy to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the . The Presenting Agent will not have any obligation or liability cause a Pricing Supplement to be delivered to the Company or a Trustee in respect purchaser of the authenticity Book-Entry Note. The copies of the signature of any officerPricing Supplement to be sent to the Presenting Agent shall be sent by telecopy or overnight courier to arrive no later than 11:00 a.m., employee or agent of New York City time, on the Company or a Trustee on any Certificated Note.second business day following the sale date and shall be sent:

Deposit of 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 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 Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Exercise of Optional Redemption: Company Notice to Trustee regarding Exercise of Company's Exercise of Optional Redemption. At least 45 days prior to the Optional Redemption: date on which 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 Book-Entry Note on such datedate and the redemption price of such Book-Entry Notes. 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 Re- demption 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 Note. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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 Book-Entry Note.

Deposit of Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before prior to any Optional Reset Repayment Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the principal amountoptional repayment price, plus and accrued interest accrued thereon to such old Stated Maturity or Optional Reset Datedate, as the case may be, for of 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 bedate. 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 of Optional Redemption. At least 45 days prior to the Optional Redemption: date on which 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 Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 PROCEDURE FOR The Company and the applicable Trustee by telephone and return such Note Agents will discuss from time to time RATE SETTING AND the applicable Trustee. Upon receipt of such noticeaggregate principal amount of, the Company will immediately wire transfer issuance price of, POSTING: and the interest rates to the account be borne by Certificated Notes that may be sold as a result of the Agent an amount equal to solicitation of offers by 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 dateAgents. If the failure shall have occurred for Company decides to set prices of, and rates borne by, any reason other than a default by the Agent in the performance of its obligations hereunder and under the 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 Notes in respect of which the Agents are to solicit orders (the setting of such failure occurredprices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the applicable Trustee Agents of the prices and rates to be posted. ACCEPTANCE AND Each Agent will xxxx promptly advise the Company of any offers to REJECTION OF purchase Certificated Notes received by such Agent. OFFERS: The Company will have the sole right to accept any such offer to purchase Certificated Notes. The Company may reject any such offer in whole or in part. Each Agent may, in its discretion reasonably exercised, reject any offer to purchase Certificated Notes received by it in whole or in part. PREPARATION OF If any offer to purchase a Certificated 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 is accepted by PRICING the Company, the Agent Company, with the approval of the SUPPLEMENT: Presenting Agent, will prepare a Pricing Supplement reflecting the terms of such Certificated Note and will arrange to have 10 copies thereof filed with the Commission in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least 10 copies thereof (or the purchaser, it being understood by all parties that payments made by either Trustee additional copies if requested) to the Company, Presenting Agent and one copy to the Trustee. The Presenting Agent or will cause a Pricing Supplement to be delivered to the purchaser of the Certificated Note. The copies of the Pricing Supplement to be sent to the Presenting Agent shall be made only sent by telecopy or overnight courier to arrive no later than 11:00 a.m., New York City time, on the extent that funds are provided to such Trustee for such purpose. Authenticity of The Company will cause each Trustee to furnish business day following the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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.sale date and shall be sent to:

Deposit of Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before prior to any Optional Reset Repayment Date, the Company shall deposit with such Trustee Citibank an amount of money sufficient to pay the principal amountoptional repayment price, plus and accrued interest accrued thereon to such old Stated Maturity or Optional Reset Datedate, as the case may be, for of all the Certificated 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 bedate. Such Trustee Citibank will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Procedure for Rate The Company Notice and the Agent will discuss Setting and Posting: from time to Trustee regarding Exercise time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Orders: Unless otherwise instructed by the Company's Exercise , the Agent will advise the Company promptly by telephone of Optional Redemptionall orders to purchase Book-Entry Notes received by the Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. At least 45 days prior Unless otherwise agreed by the Company and the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing If any order to purchase a Book-Entry Supplement: Note is accepted by or on behalf of the Optional Redemption: date on which it intends to redeem a Certificated NoteCompany, the Company will notify prepare a pricing supplement (a "Pricing Supplement") reflecting the Trustee for terms of 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 Book-Entry Note, will file one copy thereof by electronic submission with the Trustee for Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such Certificated Note will, at least 30 days before the redemption date for such Certificated Note, mail a notice, first class, postage prepaid, number of copies thereof to the Holder of such Certificated Note, informing such Holder of Agent as the Company's exercise of such option with respect to such Certificated NoteAgent shall request. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 Noterequired, the Agent will notify file such Pricing Supplement with the Company National Association of Securities Dealers, Inc. (the "NASD"). The Agent will cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the applicable Trustee by telephone and return such Note Prospectuses to which they are attached (other than those retained for files), will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the applicable Trustee. Upon receipt of such noticeAgent at the following address by 11:00 A.M., 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 New York City time, 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 acceptance of an offer by the Agent in the performance of its obligations hereunder and under the 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 behalf of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred: to Citigroup Document Services, the applicable Trustee will 140 58th Street, Suite 7i, Brxxxxxx, Xxx Xxxx 00000 (xxxx such Note "canceled"x xxxx xxxxxxxxxxx xx facsimile to (718) 765-6734, 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 FundsAttention: 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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 NoteJoxx Xxxxxxxxx).

Deposit of 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 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 Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company's Company Notice to Trustee regarding Exercise of Company's Optional Exercise of Optional Redemption. At Redemption: Procedures upon least 45 days prior to the Optional Redemption: date on which it intends to redeem a Certificated Book-Entry Company's Exercise Note, the Company will notify the Trustee for such Certificated Book-Entry Note that it of Optional is exercising such option with respect to such Book-Entry Note on such dateRedemption: date and the redemption price of such Book-Entry Notes. 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 Note. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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 Book-Entry Note.

Deposit of 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 Exercise Exercise of Company's Exercise Optional Redemption: of Optional Redemption. At least 45 days prior to the Optional Redemption: date on which 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 Repaid. and Interest Upon Upon receipt of notice of exercise of Optional Repayment (Except the option for Exercise of Optional repayment and the Certificated Pursuant to Company's Exercise Notes to be repaid as Repayment (Except set forth in such of Optional Reset or Optional Notes, the Trustee for such Pursuant to Company's Certificated Extension): Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 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 xxxx mark such Note "canceled", make appropriate apxxxxriate 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: either 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 purpose. Authenticity of The Company will cause each Trustee to Signatures: furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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.

Deposit of 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 or Optional Reset Datedate, as the case may be, for of 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 bedate. Such The 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 of Optional RedemptionExtension of Maturity: Company Notice to Trustee Regarding Exercise of Extension Option. At least 45 days (but not more than 60 days) prior to the Optional Redemption: date on which it intends to redeem then current maturity of a Certificated 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 Certificated Note on to extend the Maturity of such dateCertificated Note. Trustee Trustee's Notice to Holders regarding Regarding Company's Exercise of Optional RedemptionExtension Option. After receipt of notice that the Company is exercising its option to redeem extend the maturity date of a Certificated Note, the Trustee for such Certificated Note will, at least 30 40 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 Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Procedures upon Company's Exercise of Optional repayment and Rate Reset: Company Notice to Trustee Regarding Exercise of Reset Option. At least 45 days (but not more than 60 days) prior to an optional reset date of a Certificated 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 Certificated Notes Note. Trustee's Notice to be repaid as Repayment (Except set forth Holders Regarding Company's Exercise of Reset Option. After receipt of a notice that the Company is exercising its option to reset the interest rate, in such Notesthe case of a Fixed Rate Note, or Spread and/or Spread Multiplier in the case of a Floating Rate Note, the Trustee for will, at least 40 days before the option reset date, mail a notice, first class, postage prepaid, to the Holder of such Pursuant to Company's Certificated Notes shall (unless Note, informing such notice was Exercise Holder of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 option with 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 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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.

Deposit of 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 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 Citibank will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Exercise of Company's Exercise of Optional Redemption. At least 45 days of Optional Redemption: prior to the Optional Redemption: date on which 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 Book-Entry Note on such datedate and the redemption price of such Book-Entry Notes. 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 Note. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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 Book-Entry Note.

Deposit of 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 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 Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Exercise of Company's Exercise of Optional RedemptionPROCEDURES UPON COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF COMPANY'S EXERCISE OPTIONAL REDEMPTION. At least 45 days prior to the Optional Redemption: date on OF OPTIONAL which it intends to redeem a Certificated Book-Entry Note, the Company REDEMPTION: 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 datedate and the redemption price of such Book-Entry Notes. Trustee Notice to Holders regarding Company's Exercise of Optional RedemptionTRUSTEE NOTICE TO 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 Note. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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 Book-Entry Note.

Deposit of Repayment Price. On or before any old Stated -------------------------- Maturity where the Maturity has been extended, and on or before any an Optional Reset 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 all the Certificated 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 Paying Agent will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee regarding Regarding Exercise of Optional --------------- -------------------------------------------------------- Company's Exercise of Optional Redemption. At least 45 days prior to the Optional Redemption: date on ------------------ ---------- of Optional which it intends to redeem a Certificated Book-Entry Note, the ----------- Company will notify the Trustee for such Certificated Note that it is exercising Redemption: such option with respect to exercising such option with ---------- respect to such Book-Entry Note on such date. Trustee Notice to Holders regarding 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 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 Note. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 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 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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 Book-Entry Note.

Deposit of Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and on or before prior to any Optional Reset Repayment Date, the Company shall deposit with such Trustee Citibank an amount of money sufficient to pay the principal amountoptional repayment price, plus and accrued interest accrued thereon to such old Stated Maturity or Optional Reset Datedate, as the case may be, for of all the Certificated 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 bedate. Such Trustee Citibank will use such money to repay such Certificated Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Procedure for Rate The Company Notice and the Agent will discuss from time to Trustee regarding Exercise Setting and Posting: time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by the Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which the Agent is to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise the Agent of the prices and rates to be posted. Acceptance and Rejection of Unless otherwise instructed by the Company's Exercise , the Agent Orders: will advise the Company promptly by telephone of Optional Redemptionall orders to purchase Book-Entry Notes received by the Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. At least 45 days prior Unless otherwise agreed by the Company and the Agent, the Company has the right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of Pricing If any order to purchase a Book-Entry Note is Supplement: accepted by or on behalf of the Optional Redemption: date on which it intends to redeem a Certificated NoteCompany, the Company will notify prepare a pricing supplement (a "Pricing Supplement") reflecting the Trustee for terms of 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 Book-Entry Note, will file one copy thereof by electronic submission with the Trustee for Commission in accordance with the applicable paragraph of Rule 424(b) under the Act, will deliver such Certificated Note will, at least 30 days before the redemption date for such Certificated Note, mail a notice, first class, postage prepaid, number of copies thereof to the Holder of such Certificated Note, informing such Holder of Agent as the Company's exercise of such option with respect to such Certificated NoteAgent shall request. Payments of Principal Trustee Notice to Company of Option to be Repaid. and Interest Upon Upon receipt of notice of exercise of the option for Exercise of Optional repayment and the Certificated Notes to be repaid as Repayment (Except set forth in such Notes, the Trustee for such Pursuant to Company's Certificated Notes shall (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 Noterequired, the Agent will notify file such Pricing Supplement with the National Association of Securities Dealers, Inc. (the "NASD"). The Agent will cause a Prospectus and such Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. In each instance that a Pricing Supplement is prepared, the Agent will affix the Pricing Supplement to Prospectuses prior to their use. Outdated Pricing Supplements and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. Copies of the appropriate number of Pricing Supplements shall be delivered to the Agent at the following address by 11:00 A.M., New York City time, on the Business Day following the acceptance of an offer by or on behalf of the Company: to Salomon Smith Barney Inc., Brooklyn Army Terminal, 000 00xx Street, 8th Floor, Brooklyn, New York 00000 (xxxx x xxxx xxxxxxxxxxx xx xxxxxxxx xx (000) 765-6734, Attention: Annabelle Avila). Suspension of Solicitation; Subject to the Companx'x xxxxxxxxxxxions, warranties Amendment or Supplement: and covenants contained in the Distribution Agreement, the Company and may instruct the applicable Trustee by telephone and return such Note Agent to suspend at any time, for any period of time or permanently, the applicable Trusteesolicitation of orders to purchase Book-Entry Notes. Upon receipt of such noticeinstructions, the Agent will forthwith suspend solicitation until such time as the Company has advised it such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Company will immediately wire transfer to promptly advise the account Agent, the Trustees and the DTC Agents whether such orders may be settled and whether copies of the Agent an amount equal to Prospectus as in effect at the amount previously credited thereto in respect time of such Note. Such wire transfer will be made on the settlement datesuspension, 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 Agency Agreement together with the Companyappropriate Pricing Supplement, 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 xxxx 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 may be deemed to require either Funds: Trustee to risk or expend its own funds delivered 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 settlement of such Trustee for such purposeorders. Authenticity of The Company will cause each Trustee to furnish have the Signatures: Agent from time to time with sole responsibility for such decision and for any arrangements that may be made in the specimen signatures of each event that the Company determines that such orders may not be settled or that copies of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will Prospectus may not have any obligation 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 Notebe so delivered.

Deposit of 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 of Optional RedemptionPROCEDURES UPON COMPANY'S COMPANY NOTICE TO TRUSTEE REGARDING EXERCISE OF EXERCISE OF OPTIONAL OPTIONAL REDEMPTION. At least 45 days prior to REDEMPTION: the Optional Redemption: date on which 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 RedemptionTRUSTEE 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 Trustee Notice to Company of Option to be RepaidPAYMENTS OF PRINCIPAL AND TRUSTEE NOTICE TO COMPANY OF OPTION TO BE INTEREST UPON EXERCISE OF REPAID. and Interest Upon Upon receipt of notice of exercise of OPTIONAL REPAYMENT (EXCEPT the option for Exercise of Optional repayment and the Certificated PURSUANT TO COMPANY'S Notes to be repaid as Repayment (Except set forth in such Notes, EXERCISE OF OPTIONAL RESET OR the Trustee for such Pursuant to Company's Certificated Notes shall OPTIONAL EXTENSION): (unless such notice was Exercise of Optional received pursuant to the Company's exercise of an Reset or Optional optional reset or an optional extension of maturity, Extension): 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 SettleFAILURE 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 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 Agency 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 xxxx mark such Note "canceled", ," make appropriate entries in the applicable Trustee's records and send such Note to the Company. Trustees Not to Risk AUTHENTICITY OF Nothing herein shall be deemed to require either FundsSIGNATURES: 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 purpose. Authenticity of The Company will cause each Trustee to furnish the Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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.

Deposit of 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 of Optional Redemption. At least 45 days prior to the of Optional Redemption: date on which 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. and Interest Upon Exercise of Upon receipt of notice of exercise of the option for Exercise of Optional Repayment repayment and the Certificated Notes to be repaid as Repayment (Except Pursuant to set forth in such Notes, the Trustee for such Pursuant to Company's Exercise of Certificated Notes shall (unless such notice was Exercise of Optional Reset or received pursuant to the Company's exercise of an Reset or Optional Extension): optional reset or an optional extension of maturity, Extension): 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 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 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 xxxx 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 purpose. Authenticity of The Company will cause each Trustee to furnish the of Signatures: Agent from time to time with the specimen signatures of each of such Trustee's officers, employees or agents who has been authorized by such Trustee to authenticate Certificated Notes, but the Agent will not have any obligation 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.