Common use of Optional Repayment Clause in Contracts

Optional Repayment. Subject to and upon compliance with the provisions set forth herein, each Holder of this Note shall have the right, at such Holder's option, to require the Company to repay, and if such right is exercised the Company shall repay, all or any part of such Holder's Notes on June 15, 2005 (the "Optional Repayment Date") at a price (the "Optional Repayment Price") equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to June 15, 2005. To exercise such right, the Holder of this Note shall surrender this Note to the Paying Agent on behalf of the Company in New York, New York or Nashville, Tennessee during the period (the "Election Period") beginning on April 15, 2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Business Day, the next succeeding Business Day), with the form entitled "Option to Elect Repayment on June 15, 2005" appearing below duly completed. Any such notice received by the Paying Agent on behalf of the Company during the Election Period shall be irrevocable. The repayment option may be exercised by any Holder for less than the entire principal amount of this Note; provided, that the principal amount with respect to which such right is exercised must be equal to $1,000 or an integral multiple of $1,000. In the event of repayment of this Note in part only, a new Note or Notes of like tenor for the unrepaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this Note for repayment shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the Optional Repayment Price when required as described in the preceding paragraphs shall result in an Event of Default under the Indenture. This Note is not redeemable prior to maturity at the option of the Company and is not subject to a sinking fund.

Optional Repayment. Subject to and upon compliance with the provisions set forth herein, each Holder Holders ------------------------------ The Notes of this Note series shall have the rightbe repayable upon not less than 30 days' notice by mail, in whole or in part, at such Holder's optionthe election of the Holders, to require on the Company to repay, following dates and if such right is exercised the Company shall repay, all or any part of such Holder's Notes on June 15, 2005 Repayment Prices (the "Optional Repayment Date") at a price (the "Optional Repayment Price") equal to 100% expressed as percentages of the principal amount thereofamount): Repayment Date Repayment Price -------------- --------------- October 26, 2009 99.00% October 26, 2012 99.25% October 26, 2015 99.50% October 26, 2018 99.75% October 26, 2021 (and on each third anniversary thereafter to October 26, 2048) 100.00% together in the case of any such repayment, with accrued and unpaid interestinterest to the Repayment Date, if anybut interest installments whose Stated Maturity is on or prior to such Repayment Date will be payable to the Holders of such Notes, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to June 15on the face hereof, 2005all as provided in the Indenture. To exercise such rightIn order for a Note to be repaid, the Holder of this Note shall surrender this Note paying agent must receive, at least 30 but not more than 60 calendar days prior to the Paying Agent on behalf of optional repayment date, (i) the Company in New York, New York or Nashville, Tennessee during the period (the "Election Period") beginning on April 15, 2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Business Day, the next succeeding Business Day), Note with the form entitled "Option to Elect Repayment Repayment" on June 15the reverse of the Note duly completed or (ii) a telegram, 2005" appearing below duly completed. Any such notice received by facsimile transmission or a letter from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc. (the "NASD") or a commercial bank or trust company in the United States which must set forth: the name of the holder of the Note; the principal amount of the Note; the principal amount of the Note to be repaid; the certificate number or a description of the tenor and terms of the Note; a statement that the option to elect repayment is being exercised thereby; and a guarantee that the Note to be repaid will be transferred to the DTC account of the Paying Agent on behalf not later than the fifth Business Day after the date of the Company during the Election Period shall be irrevocablesuch telegram, facsimile transmission or letter. The repayment option may be exercised by any the Holder of a Note for less than the entire principal amount of this Note; providedthe Note but, in that event, the principal amount with respect to which such right is exercised of the Note remaining outstanding after repayment must be equal to $1,000 or in an integral multiple of $1,000authorized denomination. In the event of repayment or redemption of this Note (whether such repayment or redemption is at the option of the Company or the Holder) in part only, a new Note or Notes of this series and of like tenor for the unrepaid unpaid or unredeemed portion hereof shall will be issued in the name of the Holder hereof upon the cancellation hereof. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this Note for repayment shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the Optional Repayment Price when required as described in the preceding paragraphs shall result in an Event of Default under the Indenture. This Note is not redeemable prior to maturity at the option of the Company and is not subject to a sinking fund.

Optional Repayment. Subject (a) The Notes are subject to and upon compliance with the provisions set forth herein, each Holder of this Note shall have the right, at such Holder's option, to require the Company to repay, and if such right is exercised the Company shall repay, all full or any part of such Holder's Notes on June 15, 2005 (the "Optional Repayment Date") at a price (the "Optional Repayment Price") equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to June 15, 2005. To exercise such right, the Holder of this Note shall surrender this Note partial repayment prior to the Paying Agent on behalf of the Company in New YorkTermination Date, New York or Nashville, Tennessee during the period (the "Election Period") beginning on April 15, 2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Business Day, the next succeeding Business Day), with the form entitled "Option to Elect Repayment on June 15, 2005" appearing below duly completed. Any such notice received by the Paying Agent on behalf of the Company during the Election Period shall be irrevocable. The repayment option may be exercised by any Holder for less than the entire principal amount of this Note; provided, that the principal amount with respect to which such right is exercised must be equal to $1,000 or an integral multiple of $1,000. In the event of repayment of this Note in part only, a new Note or Notes of like tenor for the unrepaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this Note for repayment shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the Optional Repayment Price when required as described in the preceding paragraphs shall result in an Event of Default under the Indenture. This Note is not redeemable prior to maturity at the option of the Company Issuer, at any time (the "Repayment Date") upon (i) delivery to the Indenture Trustee, the Noteholders and the Agent not less than three (3) Business Days prior to the date fixed for repayment, of an Officer's Certificate from the Issuer stating the Issuer's election to repay all or a portion of the Notes, (ii) the deposit by the Issuer into the Collection Account, to the extent of any shortfall therein, in the following order of priority, an amount equal to the sum of (A) the Note Interest due on the outstanding principal balance of the Notes being repaid, (B) the principal balance of the Notes being repaid, (C) all other amounts of the type specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment Date and (D) an amount sufficient to pay all costs and expenses related to the repayment, including the release of any collateral and re-xxxxxxx of any collateral. Such repayment shall be in connection with a term securitization or whole loan sale of the Receivables by the Issuer (or a combination thereof), or in connection with other refinancing of the Receivables by the Issuer. (b) In connection with any repayment which does not constitute repayment of 100% of the then outstanding Note Principal Balance, the Receivables to be securitized or refinanced, as the case may be, will be selected and released from the lien hereof only so long as: (i) no selection criteria adverse to the Noteholders shall have been used in selecting the Receivables to be securitized or refinanced, as the case may be, and the Servicer shall have described the selection criteria to the Agent's reasonable satisfaction, (ii) after giving effect to the repayment, the representations set forth in Section 2.12(a)(iii) remain true and correct, (iii) after giving effect to the repayment, the Note Principal Balance must not exceed the Note Percentage times the Aggregate Receivable Balance (excluding any Delinquent Receivables and Receivables that are no longer Eligible Receivables), (iv) all remaining Receivables must be Eligible Receivables and (v) the Servicer shall have certified the satisfaction of each of the foregoing clauses (i) through (iv) to each of the Noteholders and the Agent. (c) On the Repayment Date, provided that the Indenture Trustee has received such amounts, the Indenture Trustee shall (w) as directed by the Servicer in writing, pay to the Noteholders the principal balance of the Notes being repaid and the Note Interest due thereon and all other amounts due to such Noteholders, (x) pay all other Persons the amounts specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment Date, (y) as directed by the Servicer in writing, release any Collections being held in the Collection Account which are attributable solely to the Receivables being repaid to, or at the direction of, the Servicer, and (z) if such repayment is not subject the final repayment in full of the principal balance and all other amounts due to a sinking fundthe Noteholders, release any remaining assets in the Trust Estate to the Issuer.

Optional Repayment. Subject (a) The Notes are subject to and upon compliance with the provisions set forth herein, each Holder of this Note shall have the right, at such Holder's option, to require the Company to repay, and if such right is exercised the Company shall repay, all full or any part of such Holder's Notes on June 15, 2005 (the "Optional Repayment Date") at a price (the "Optional Repayment Price") equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to June 15, 2005. To exercise such right, the Holder of this Note shall surrender this Note partial repayment prior to the Paying Agent on behalf of the Company in New YorkTermination Date, New York or Nashville, Tennessee during the period (the "Election Period") beginning on April 15, 2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Business Day, the next succeeding Business Day), with the form entitled "Option to Elect Repayment on June 15, 2005" appearing below duly completed. Any such notice received by the Paying Agent on behalf of the Company during the Election Period shall be irrevocable. The repayment option may be exercised by any Holder for less than the entire principal amount of this Note; provided, that the principal amount with respect to which such right is exercised must be equal to $1,000 or an integral multiple of $1,000. In the event of repayment of this Note in part only, a new Note or Notes of like tenor for the unrepaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this Note for repayment shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the Optional Repayment Price when required as described in the preceding paragraphs shall result in an Event of Default under the Indenture. This Note is not redeemable prior to maturity at the option of the Company Issuer, at any time (the “Repayment Date”) upon (i) delivery to the Indenture Trustee, the Noteholders and is the Agent not less than two (2) Business Days prior to the date fixed for repayment, of an Officer’s Certificate from the Issuer stating the Issuer’s election to repay all or a portion of the Notes, (ii) the deposit by the Issuer into the Collection Account, to the extent of any shortfall therein, in the following order of priority, an amount equal to the sum of (A) the Note Interest due on the outstanding principal balance of the Notes being repaid, (B) the principal balance of the Notes being repaid, (C) the product of (1) the quotient of (x) the principal balance of the Notes being repaid, divided by (y) the aggregate principal balance of all of the Notes (before giving effect to such repayment) (such percentage, the “Allocable Portion”), times (2) the sum of all other amounts of the type specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment Date and (D) an amount sufficient to pay all costs and expenses related to the repayment, including the release of any collateral and re-xxxxxxx of any collateral. (b) On the Repayment Date, provided that the Indenture Trustee has received such amounts, the Indenture Trustee shall (i) as directed by the Servicer in writing, pay to the Noteholders the principal balance of the Notes being repaid and the Note Interest due thereon and all other amounts due to such Noteholders, (ii) pay all other Persons the Allocable Portion of the amounts specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment Date, (iii) as directed by the Servicer in writing, release any Collections being held in the Collection Account which are attributable solely to the Receivables being released in connection with such repayment to, or at the direction of, the Servicer, (iv) subject to a sinking fundthe terms of Section 6.04, release from the lien of this Indenture any Receivables requested to be released in connection with the related repayment and (v) if such repayment is the final repayment in full of the principal balance and all other amounts due to the Noteholders, release any remaining assets in the Trust Estate to the Issuer pursuant to Section 6.04.

Optional Repayment. Subject to and upon compliance with the provisions set forth herein, each Holder of this Note shall have the right, at such Holder's option, to require the Company to repay, and if such right is exercised the Company shall repay, all or any part of such Holder's Notes on June 15, 2005 (the "Optional Repayment Date") at a price (the "Optional Repayment Price") equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to June 15, 2005. To exercise such right, the Holder of this Note shall surrender this Note to the Paying Agent on behalf of the Company in New York, New York or Nashville, Tennessee during the period (the "Election Period") beginning on April 15, 2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Business Day, the next succeeding Business Day), with the form entitled "Option to Elect Repayment on June 15, 2005" appearing below duly completed. Any such notice received by the Paying Agent on behalf of the Company during the Election Period shall be irrevocable. The repayment option may be exercised by any Holder for less than the entire principal amount of this Note; provided, that the principal amount with respect to which such right is exercised must be equal to $1,000 or an integral multiple of $1,000. In the event of repayment of this Note in part only, a new Note or Notes of like tenor for the unrepaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this Note for repayment shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the Optional Repayment Price when required as described in the preceding paragraphs shall result in an Event of Default under the Indenture. This Note is not redeemable prior to maturity at the option of the Company and is not subject to a sinking fund.

Optional Repayment. Subject (a) The Notes are subject to and upon compliance with the provisions set forth herein, each Holder of this Note shall have the right, at such Holder's option, to require the Company to repay, and if such right is exercised the Company shall repay, all full or any part of such Holder's Notes on June 15, 2005 (the "Optional Repayment Date") at a price (the "Optional Repayment Price") equal to 100% of the principal amount thereof, together with accrued and unpaid interest, if any, to June 15, 2005. To exercise such right, the Holder of this Note shall surrender this Note partial repayment prior to the Paying Agent on behalf of the Company in New YorkTermination Date, New York or Nashville, Tennessee during the period (the "Election Period") beginning on April 15, 2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Business Day, the next succeeding Business Day), with the form entitled "Option to Elect Repayment on June 15, 2005" appearing below duly completed. Any such notice received by the Paying Agent on behalf of the Company during the Election Period shall be irrevocable. The repayment option may be exercised by any Holder for less than the entire principal amount of this Note; provided, that the principal amount with respect to which such right is exercised must be equal to $1,000 or an integral multiple of $1,000. In the event of repayment of this Note in part only, a new Note or Notes of like tenor for the unrepaid portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this Note for repayment shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the Optional Repayment Price when required as described in the preceding paragraphs shall result in an Event of Default under the Indenture. This Note is not redeemable prior to maturity at the option of the Company Issuer, at any time (the “Repayment Date") upon (i) delivery to the Indenture Trustee, the Noteholders and the Agent not less than three (3) Business Days prior to the date fixed for repayment, of an Officer’s Certificate from the Issuer stating the Issuer’s election to repay all or a portion of the Notes, (ii) the deposit by the Issuer into the Collection Account, to the extent of any shortfall therein, in the following order of priority, an amount equal to the sum of (A) the Note Interest due on the outstanding principal balance of the Notes being repaid, (B) the principal balance of the Notes being repaid, (C) all other amounts of the type specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment Date and (D) an amount sufficient to pay all costs and expenses related to the repayment, including the release of any collateral and re-lxxxxxx of any collateral. Such repayment shall be in connection with a term securitization or whole loan sale of the Receivables by the Issuer (or a combination thereof), or in connection with other refinancing of the Receivables by the Issuer. (b) In connection with any repayment which does not constitute repayment of 100% of the then outstanding Note Principal Balance, the Receivables to be securitized or refinanced, as the case may be, will be selected and released from the lien hereof only so long as: (i) no selection criteria adverse to the Noteholders shall have been used in selecting the Receivables to be securitized or refinanced, as the case may be, and the Servicer shall have described the selection criteria to the Agent’s reasonable satisfaction, (ii) after giving effect to the repayment, the representations set forth in Section 2.12(a)(iii) remain true and correct, (iii) after giving effect to the repayment, the Note Principal Balance must not exceed the Note Percentage times the Aggregate Receivable Balance (excluding any Delinquent Receivables and Receivables that are no longer Eligible Receivables), (iv) all remaining Receivables must be Eligible Receivables and (v) the Servicer shall have certified the satisfaction of each of the foregoing clauses (i) through (iv) to each of the Noteholders and the Agent. (c) On the Repayment Date, provided that the Indenture Trustee has received such amounts, the Indenture Trustee shall (w) as directed by the Servicer in writing, pay to the Noteholders the principal balance of the Notes being repaid and the Note Interest due thereon and all other amounts due to such Noteholders, (x) pay all other Persons the amounts specified in clauses First through Seventeenth of Section 5.03(b) accrued and unpaid through the Repayment Date, (y) as directed by the Servicer in writing, release any Collections being held in the Collection Account which are attributable solely to the Receivables being repaid to, or at the direction of, the Servicer, and (z) if such repayment is not subject the final repayment in full of the principal balance and all other amounts due to a sinking fundthe Noteholders, release any remaining assets in the Trust Estate to the Issuer.

Optional Repayment. Subject to and upon compliance with If so specified on the provisions set forth hereinface hereof, each Holder of this Note shall have will be repayable prior to the right, Maturity Date at such Holder's option, to require the Company to repay, and if such right is exercised option of the Company shall repay, all or any part of such Holder's Notes Holder on June 15, 2005 (the "Optional Repayment Date") Dates specified on the face hereof at a price (the "Optional Repayment Price") equal to 100% of Prices specified on the principal amount thereofface hereof, together with accrued and unpaid interestinterest to the applicable Optional Repayment Date. Unless otherwise specified on the face hereof, if any, to June 15, 2005. To exercise such right, the Holder of this Note shall surrender in order for this Note to the Paying Agent on behalf of the Company in New York, New York or Nashville, Tennessee during the period (the "Election Period") beginning on April 15, 2005 and ending at 5:00 p.m. (New York City time) on May 15, 2005 (or, if May 15, 2005 is not a Business Daybe so repaid, the next succeeding Business Day)Trustee must receive, at least 30 but not more than 45 days prior to an Optional Repayment Date, either (i) this Note with the form below entitled "Option to Elect Repayment on June 15Repayment" duly completed or (ii) a telegram, 2005telex, fax or letter from a member of a national securities exchange or the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States setting forth the name of the Holder hereof, the Face Amount hereof, the Face Amount to be repaid, the certificate number hereof or a description of the tenor and terms of this Note, a statement that the option to elect repayment is being exercised thereby and a guarantee that this Note with the form below entitled "Option to Elect Repayment" appearing below duly completed. Any such notice completed will be received by the Paying Agent on behalf not later than five Business Days after the date of such telegram, telex, fax or letter and this Note and form duly completed are received by the Company during the Election Period Paying Agent by such fifth Business Day. Exercise of this repayment option shall be irrevocable, except as otherwise provided under Section 7 or Section 10. The repayment option may be exercised by any the Holder for of this Note with respect to less than the entire principal amount of this Note; provided, Face Amount then outstanding provided that the principal amount with respect to which Face Amount of the Note remaining outstanding after repayment is an authorized denomination. Upon such right is exercised must be equal to $1,000 or an integral multiple of $1,000. In the event of partial repayment of this Note in part only, shall be cancelled and a new Note or Notes of like tenor for the unrepaid portion remaining Face Amount hereof shall be issued in the name of the Holder hereof upon the cancellation hereof. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of this Note for repayment shall be determined by the Company, whose determination shall be final and binding. Failure by the Company to pay the Optional Repayment Price when required as described in the preceding paragraphs shall result in an Event of Default under the Indenture. This Note is not redeemable prior to maturity at the option of the Company and is not subject to a sinking fundNote.