Common use of Optional Refinancing Clause in Contracts

Optional Refinancing. (a) On any Payment Date following the end of the Replenishment Period, the Holder of the Class E Note may direct the Issuer to effect a refinancing and prepayment of the Offered Notes in whole, but not in part (the “Refinancing”) by directing the Issuer (with a copy of such direction to the Indenture Trustee and the Servicer) to issue additional notes (the “Replacement Notes”), the proceeds of which will be used to fully prepay all classes of Offered Notes. A Refinancing will be required to result in prepayment of all of the Offered Notes. On the Refinancing Date, the Issuer shall pay the Refinancing Price to the Holders of the Offered Notes as well as anyone else entitled thereto. The Replacement Notes issued pursuant to a Refinancing would have such terms and priorities as are negotiated at the time and that are set forth in a supplemental indenture approved by both the Holder of the Class E Note and the Servicer. (b) Notice of a Refinancing will be given by the Trustee as set forth in Section 10.04(b). Failure to give notice of a Refinancing to any Holder of any Note selected for Refinancing or any defect therein will not impair or affect the validity of the Refinancing of any other Notes. The issue of the Replacement Notes, and the repurchase of the Offered Notes, will be contingent on receipt by the Issuer of sufficient funds from the issuance of the Replacement Notes to fully redeem the Offered Notes and pay certain other amounts by payment in full of the Refinancing Price. If this condition is not met, the Replacement Notes will not be issued and the Offered Notes will not be refinanced. Offered Notes in certificated form called for prepayment must be surrendered at the place specified in the notice of Refinancing in order for the Holder to receive its ratable portion of the Refinancing Price.

Optional Refinancing. (a) On any Payment Date following The Issuer may, at the end direction of the Replenishment Period, the Holder of at least 66-2/3% of the Outstanding Principal Balance of the Class E Note may direct the Issuer to F Note, effect a refinancing and prepayment of the Offered Notes (a “Refinancing”), in whole, whole but not in part (part, on any Distribution Date on or after the “Distribution Date occurring in October 2008 by payment of the Refinancing Price to the Holders of the Offered Notes and other Persons entitled thereto. To effect a Refinancing”) by directing , the Issuer shall deposit in the Note Distribution Account by no later than 1:00 p.m. (with a copy of such direction Boston time) on the applicable Distribution Date an amount equal to the Indenture Trustee Refinancing Price and shall comply with the Servicerprovisions of this Section 10.03 and Section 10.04. (b) to issue Any Refinancing shall be permitted only in connection with an issuance of additional notes (such notes, the “Replacement Notes”), the proceeds of which will be used to fully prepay all classes Classes of Offered Notes. A Refinancing will be required to result in prepayment Upon receipt of all a notice of the Offered Notes. On the Refinancing DateRefinancing, the Servicer will cause the Issuer shall pay to issue and the Refinancing Price to the Holders Indenture Trustee shall, upon receipt of the Offered Notes as well as anyone else entitled thereto. The an Issuer Order, authenticate and deliver Replacement Notes issued pursuant to a Refinancing would have such terms having the terms, priorities and priorities as are negotiated at the time and that are conditions set forth in a supplemental indenture to the Indenture approved by both the Holder of at least 66-2/3% of the Aggregate Outstanding Principal Balance of the Class E F Note and approved by the Servicer. (b) Notice of a . No Refinancing will shall be given by permitted hereunder unless, after giving effect thereto, the Trustee as set forth Offered Notes shall be prepaid in Section 10.04(b). Failure to give notice of a Refinancing to any Holder of any Note selected for Refinancing or any defect therein will not impair or affect the validity of the Refinancing of any other Notesfull. The issue of the Replacement Notes, and the repurchase prepayment of the Offered Notes, will be contingent on receipt by the Issuer of sufficient funds from the issuance of the Replacement Notes to fully redeem prepay in full the Offered Notes and pay certain other amounts by payment in full of the Refinancing Price. If this condition is not met, the Replacement Notes will not be issued and the Offered Notes will not be refinanced. Offered Notes in certificated form called for prepayment must be surrendered at the place specified in the notice of Refinancing in order for the Holder to receive its ratable . (c) The portion of the Refinancing PricePrice constituting payment of principal of the Offered Notes shall be distributed to Noteholders in accordance with Section 7.05(c) of the Sale and Servicing Agreement and all other amounts included in the Refinancing Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement.

Optional Refinancing. (a) On any Payment Date following The Issuer may, at the end direction of the Replenishment Period, the Holder of at least 66-2/3% of the Outstanding Principal Balance of the Class E Note may direct the Issuer to F Note, effect a refinancing and prepayment of the Offered Notes and the Class E Notes (a “Refinancing”), in whole, whole but not in part part, on any Distribution Date on or after the Distribution Date occurring in May 2010 by payment of the Refinancing Price to the Holders of the Offered Notes and the Class E Notes and other Persons entitled thereto (the “Refinancing”) by directing such Distribution Date to be specified in a notice to be delivered to the Issuer and the Trustee at least 15 Business Days prior to such Distribution Date). To effect a Refinancing, the Issuer shall deposit by no later than 12:00 p.m. (with a copy of such direction Boston time) on the Refinancing Date in the Note Distribution Account an amount equal to the Indenture Trustee Refinancing Price and shall comply with the Servicerprovisions of this Section 10.04, Section 10.05 and Section 10.06. Table of Contents (b) to issue Any Refinancing shall be permitted only in connection with an issuance of additional notes (such notes, the “Replacement Notes”), the proceeds of which will be used to fully prepay all classes Classes of Offered Notes and the Class E Notes. A Refinancing will be required to result in prepayment Upon receipt of all a notice of the Offered Notes. On the Refinancing DateRefinancing, the Servicer will cause the Issuer shall pay to issue and the Refinancing Price to the Holders Trustee shall, upon receipt of the Offered Notes as well as anyone else entitled thereto. The an Issuer Order, authenticate and deliver Replacement Notes issued pursuant to a Refinancing would have such terms having the terms, priorities and priorities as are negotiated at the time and that are conditions set forth in a supplemental indenture to this Indenture approved by both the Holder of at least 66-2/3% of the Aggregate Outstanding Principal Balance of the Class F Note and approved by the Servicer. No Refinancing shall be permitted hereunder unless, after giving effect thereto, the Offered Notes and the Class E Note and the Servicer. (b) Notice of a Refinancing will Notes shall be given by the Trustee as set forth prepaid in Section 10.04(b). Failure to give notice of a Refinancing to any Holder of any Note selected for Refinancing or any defect therein will not impair or affect the validity of the Refinancing of any other Notesfull. The issue of the Replacement Notes, and the repurchase prepayment of the Offered Notes and the Class E Notes, will be contingent on receipt by the Issuer of sufficient funds from the issuance of the Replacement Notes to fully redeem prepay in full the Offered Notes and the Class E Notes and pay certain other amounts by payment in full of the Refinancing Price. If this condition is not met, the Replacement Notes will not be issued and the Offered Notes will not be refinanced. Offered Notes in certificated form called for prepayment must be surrendered at the place specified in the notice of Refinancing in order for the Holder to receive its ratable . (c) The portion of the Refinancing PricePrice constituting payment of principal of the Offered Notes and the Class E Notes shall be distributed to Noteholders in accordance with Section 7.05(c) of the Sale and Servicing Agreement and all other amounts included in the Refinancing Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement.

Optional Refinancing. (a) On any Payment Date following The Issuer may, at the end direction of the Replenishment Period, the Holder of at least 66-2/3% of the Outstanding Principal Balance of the Class E Note may direct the Issuer to F Note, effect a refinancing and prepayment of the Offered Notes (a “Refinancing”), in whole, whole but not in part part, on any Distribution Date on or after the Distribution Date occurring in June 2009 by payment of the Refinancing Price to the Holders of the Offered Notes and other Persons entitled thereto (the “Refinancing”) by directing such Distribution Date to be specified in a notice to be delivered to the Issuer at least 15 Business Days prior to such Distribution Date). To effect a Refinancing, the Issuer shall deposit in the Note Distribution Account by no later than 1:00 p.m. (with a copy of such direction Boston time) on the applicable Distribution Date an amount equal to the Indenture Trustee Refinancing Price and shall comply with the Servicerprovisions of this Section 10.03 and Section 10.04. (b) to issue Any Refinancing shall be permitted only in connection with an issuance of additional notes (such notes, the “Replacement Notes”), the proceeds of which will be used to fully prepay all classes Classes of Offered Notes. A Refinancing will be required to result in prepayment Upon receipt of all a notice of the Offered Notes. On the Refinancing DateRefinancing, the Servicer will cause the Issuer shall pay to issue and the Refinancing Price to the Holders Trustee shall, upon receipt of the Offered Notes as well as anyone else entitled thereto. The an Issuer Order, authenticate and deliver Replacement Notes issued pursuant to a Refinancing would have such terms having the terms, priorities and priorities as are negotiated at the time and that are conditions set forth in a supplemental indenture to the Indenture approved by both the Holder of at least 66-2/3% of the Aggregate Outstanding Principal Balance of the Class E F Note and approved by the Servicer. (b) Notice of a . No Refinancing will shall be given by permitted hereunder unless, after giving effect thereto, the Trustee as set forth Offered Notes shall be prepaid in Section 10.04(b). Failure to give notice of a Refinancing to any Holder of any Note selected for Refinancing or any defect therein will not impair or affect the validity of the Refinancing of any other Notesfull. The issue of the Replacement Notes, and the repurchase prepayment of the Offered Notes, will be contingent on receipt by the Issuer of sufficient funds from the issuance of the Replacement Notes to fully redeem prepay in full the Offered Notes and pay certain other amounts by payment in full of the Refinancing Price. If this condition is not met, the Replacement Notes will not be issued and the Offered Notes will not be refinanced. Offered Notes in certificated form called for prepayment must be surrendered at the place specified in the notice of Refinancing in order for the Holder to receive its ratable . (c) The portion of the Refinancing PricePrice constituting payment of principal of the Offered Notes shall be distributed to Noteholders in accordance with Section 7.05(c) of the Sale and Servicing Agreement and all other amounts included in the Refinancing Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement.

Optional Refinancing. (a) On any Payment Date following the end The Issuer may effect a Refinancing of the Replenishment Period, Offered Notes and the Holder Class D Notes at the direction of the Holders of at least 66-2/3% of the Outstanding Principal Balance of the Class E Note may direct Notes (a “Refinancing”), in whole but not in part, on any Refinancing Date by payment of the Refinancing Price to the Holders of the Offered Notes and the Class D Notes and other Persons entitled thereto. To effect a Refinancing, such Holders shall deliver a written notice to the Issuer and the Trustee of their election to cause the Issuer to effect a refinancing and prepayment of Refinancing; provided that such notice shall be delivered at least 15 Business Days prior to the Offered Notes in wholeproposed Refinancing Date. Thereafter, but not in part (the “Refinancing”) by directing the Issuer shall deposit in the Note Distribution Account by no later than 1:00 p.m. (with a copy of such direction New York time) on the Business Day immediately preceding the applicable Refinancing Date an amount equal to the Indenture Trustee Refinancing Price and shall comply with the Servicerprovisions of this Section 10.03 and Section 10.04. (b) to issue Any Refinancing shall be permitted only in connection with an issuance of additional notes (such notes, the “Replacement Notes”), the proceeds of which will be used to fully prepay all classes Classes of Offered Notes and the Class D Notes. A Refinancing will be required to result in prepayment Upon receipt of all a notice of the Offered Notes. On the Refinancing DateRefinancing, the Servicer will cause the Issuer shall pay to issue and the Refinancing Price to the Holders Trustee shall, upon receipt of the Offered Notes as well as anyone else entitled thereto. The an Issuer Order, authenticate and deliver Replacement Notes issued pursuant to a Refinancing would have such terms having the terms, priorities and priorities as are negotiated at the time and that are conditions set forth in a supplemental indenture to this Indenture approved by both the Holder Holders of at least 66-2/3% of the Aggregate Outstanding Principal Balance of the Class E Note Notes and approved by the Servicer. No Refinancing shall be permitted hereunder unless, after giving effect thereto, the Offered Notes and the Servicer. (b) Notice of a Refinancing will Class D Notes shall be given by the Trustee as set forth prepaid in Section 10.04(b). Failure to give notice of a Refinancing to any Holder of any Note selected for Refinancing or any defect therein will not impair or affect the validity of the Refinancing of any other Notesfull. The issue of the Replacement Notes, and the repurchase prepayment of the Offered Notes and the Class D Notes, will be contingent on receipt by the Issuer of sufficient funds from the issuance of the Replacement Notes to fully redeem prepay in full the Offered Notes and the Class D Notes and pay certain other amounts by payment in full of the Refinancing Price. If this condition is not met, . (c) The portion of the Replacement Notes will not be issued and Refinancing Price constituting payment of principal of the Offered Notes will not and the Class D Notes shall be refinanced. distributed to Noteholders in accordance with Section 7.05(c) of the Sale and Servicing Agreement and all other amounts included in the Refinancing Price shall be distributed in accordance with Section 7.05(a) of the Sale and Servicing Agreement. (d) Offered Notes in certificated the form of Definitive Notes called for prepayment must be surrendered at the place specified in the notice of Refinancing given pursuant to Section 10.05 in order for the Holder to receive its ratable portion of the Refinancing Price.