Common use of Action or Consent of Holders Clause in Contracts

Action or Consent of Holders. The Voting Rights on the Certificates shall be apportioned by the Trustee among the Holders, as of the applicable record date as determined by the Trustee pursuant to Section 2.08(v) hereof, of the Outstanding Certificates in proportion to the Accreted Value or, with respect to Stripped Bond Certificates, Callable Stripped Bond Certificates and Pooled Certificates, the principal amount, of each class of Certificates, and within each class, pro rata by aggregate Accreted Value or principal amount, as applicable. In the event of any action or consent requiring the vote of the owners of any Bonds at any time when the Certificates are held in the DTC book-entry form, the Trustee, upon receipt of the Bond proxy, shall notify DTC (in its capacity as the Holder of the Certificates) of such action. Under current procedures the Depositor expects that DTC will notify the Participants who will notify the Beneficial Owners of the Certificates of such an event. Thereafter, the Trustee shall vote solely in accordance with such proxies and shall apportion its voting powers on the basis of the votes cast by the Holders, based upon the direction the Holders have received from the Beneficial Owners. If the Certificates are not then held by DTC or any other depository, the Trustee, upon receipt of the Bond proxy, shall notify the Holders directly of such action and shall vote in the same manner as noted above. The Trustee shall cast its vote in connection with the foregoing vote on the Bonds in proportion to the Voting Rights on the Certificates held by the Holders or groups of Holders directing it, notwithstanding that such Holder or groups of Holders may give contrary instructions or that such instructions may conflict. The Trustee shall at no time vote for or consent to any action (i) to the extent that such vote or consent could reasonably be expected to alter the status of the Trust as a grantor trust for federal income tax purposes, (ii) prior to the filing of a bankruptcy petition by or against the Issuer of the Bonds or the commencement of any other similar proceeding, if such action would alter the timing or amount of any payment on such Bonds or (iii) prior to the filing of a bankruptcy petition by or against the Issuer of Bonds, or the commencement of any other similar proceeding, if such action would result in the exchange or substitution of any of such outstanding Bonds pursuant to a plan for the refunding or refinancing of such Bonds. In connection with any vote, the Trustee may request, as a condition In no event shall the Depositor be allowed or entitled (other than in its capacity as a Participant for a Beneficial Owner) to vote, directly or indirectly, any Certificates. The Trustee shall also transmit to DTC or, if the Certificates are not then held by DTC or any other depository, the Holders as provided in Section 9.04 hereof, any communications from the Issuer or from a third party (other than the Issuer) to the Trustee as bondholder, upon receipt from such Issuer or third party, respectively, of assurances that the Trustee's reasonable expenses will be reimbursed by such Issuer or third party. If the Trustee does not receive such assurances, then the Trustee, at the sole discretion of the Depositor and at the expense of the Trust, shall transmit or cause to be transmitted any such communications to DTC or, if the Certificates are not then held by DTC or any other depository, the Holders as provided in Section 9.04 hereof.

Action or Consent of Holders. The Voting Rights on the Certificates shall be apportioned by the Trustee among the Holders, as of the applicable record date as determined by the Trustee pursuant to Section 2.08(v) hereof, of the Outstanding Certificates in proportion to the Accreted Value or, with respect to Stripped Bond Certificates, Callable Stripped Bond Certificates and Pooled Certificates, the principal amount, of each class of Certificates, and within each class, pro rata by aggregate Accreted Value or principal amount, as applicable. In the event of any action or consent requiring the vote of the owners of any Bonds at any time when the Certificates are held in the DTC book-entry formBonds, the Trustee, upon receipt of the Bond proxy, shall will notify DTC (in its capacity as the Holder of the Certificates) of such action. Under current procedures the Depositor expects it is expected that DTC will notify the Participants who will notify the Beneficial Owners beneficial owners of the Certificates Principal or Callable Principal Receipts of such an event. Thereafter, except when the approval of the beneficial owners of the Coupon Receipts is also required as provided below, the Trustee shall vote solely in accordance with such proxies the instructions received from the DTC (or pursuant to the applicable procedures of DTC) and shall apportion its voting powers on the basis of the votes cast by face amount of the Holders, based upon the direction the Holders have received from the Beneficial OwnersPrincipal or Callable Principal Receipts. If the Certificates Receipts are not then held by DTC or any other depositoryDepository, the Trustee, Trustee upon receipt of the Bond proxy, shall proxy will notify the Holders of the Principal or Callable Principal Receipts directly of such action and shall vote in the same manner as noted above. The Trustee shall cast its vote in connection with the foregoing vote on the Bonds in proportion to the Voting Rights on the Certificates held by the Holders or groups of Holders directing it, notwithstanding that such Holder or groups of Holders may give contrary instructions or that such instructions may conflict. The Trustee shall at no time vote for or consent to any action (i) to the extent that such vote or consent could reasonably be expected to alter the status of the Trust as a grantor trust for federal income tax purposes, (ii) prior to the filing of a bankruptcy petition by or against the Issuer of the Bonds or the commencement of any other similar proceeding, if such action would alter the timing or amount of any payment on such Bonds or (iii) prior to the filing of a bankruptcy petition by or against the Issuer of Bonds, or the commencement of any other similar proceeding, if such action would result in the exchange or substitution of any of such outstanding Bonds pursuant to a plan for the refunding or refinancing of such Bonds. In connection with any vote, the Trustee may request, as a condition In no event shall the Depositor be allowed or entitled (other than in its capacity as a Participant safekeeper for a Beneficial OwnerHolder) to vote, directly or indirectly, any CertificatesReceipts. The Trustee shall also transmit to DTC or, if the Certificates are not then held by DTC or any other depositoryBy their affirmative vote, the Holders as provided of more than 50% in Section 9.04 hereofprincipal amount of Receipts of any Series may direct the Trustee to take or omit to take any action required or permitted under this Agreement or the Act; provided, however, that the Trustee shall not vote in favor of any communications from the Issuer or from a third party (other than the Issuer) proposal with regard to the Trustee as bondholder, upon receipt from such Issuer Bonds which would have the effect of permitting a redemption or third party, respectively, of assurances that the Trustee's reasonable expenses will be reimbursed by such Issuer or third party. If the Trustee does not receive such assurances, then the Trustee, at the sole discretion prepayment of the Depositor and at Bonds unless the expense Holders of 100% of the TrustReceipts then outstanding of the applicable Series (including all Coupon Receipts, shall transmit Principal Receipts or cause to be transmitted any Callable Principal Receipts as the case may be) vote in favor of such communications to DTC or, if the Certificates are not then held by DTC or any other depository, the Holders as provided in Section 9.04 hereofaction.

Action or Consent of Holders. The Voting Rights on the Certificates shall be apportioned by the Trustee among the Holders, as of the applicable record date as determined by the Trustee pursuant to Section 2.08(v) hereof, of the Outstanding Certificates in proportion to the Accreted Value or, with respect to Stripped Bond Underlying Security Certificates, Callable Stripped Bond Underlying Security Certificates and Pooled Certificates, the principal amount, of each class of Certificates, and within each class, pro rata by aggregate Accreted Value or principal amount, as applicable. In the event of any action or consent requiring the vote of the owners of any Bonds Underlying Securities at any time when the Certificates are held in the DTC book-entry form, the Trustee, upon receipt of the Bond Underlying Security proxy, shall notify DTC (in its capacity as the Holder of the Certificates) of such action. Under current procedures the Depositor expects that DTC will notify the Participants who will notify the Beneficial Owners of the Certificates of such an event. Thereafter, the Trustee shall vote solely in accordance with such proxies and shall apportion its voting powers on the basis of the votes cast by the Holders, based upon the direction the Holders have received from the Beneficial Owners. If the Certificates are not then held by DTC or any other depository, the Trustee, upon receipt of the Bond Underlying Security proxy, shall notify the Holders directly of such action and shall vote in the same manner as noted above. The Trustee shall cast its vote in connection with the foregoing vote on the Bonds Underlying Securities in proportion to the Voting Rights on the Certificates held by the Holders or groups of Holders directing it, notwithstanding that such Holder or groups of Holders may give contrary instructions or that such instructions may conflict. The Trustee shall at no time vote for or consent to any action (i) to the extent that such vote or consent could reasonably be expected to alter the status of the Trust as a grantor trust for federal income tax purposes, (ii) prior to the filing of a bankruptcy petition by or against the Issuer of the Bonds Underlying Securities or the commencement of any other similar proceeding, if such action would alter the timing or amount of any payment on such Bonds Underlying Securities or (iii) prior to the filing of a bankruptcy petition by or against the Issuer of BondsUnderlying Securities, or the commencement of any other similar proceeding, if such action would result in the exchange or substitution of any of such outstanding Bonds Underlying Securities pursuant to a plan for the refunding or refinancing of such BondsUnderlying Securities. In connection with any vote, the Trustee may request, as a condition precedent to casting any vote, that it be provided with an opinion of Counsel that the consent or action will not alter the status of the Trust as a grantor trust for federal income tax purposes, which Opinion of Counsel shall be an expense of the Holders voting in favor of the proposed action. The Trustee in requesting such opinion shall inform the Holders of the potential expense of the Opinion of Counsel. In no event shall the Depositor be allowed or entitled (other than in its capacity as a Participant for a Beneficial Owner) to vote, directly or indirectly, any Certificates. The Trustee shall also transmit to DTC or, if the Certificates are not then held by DTC or any other depository, the Holders as provided in Section 9.04 hereof, any communications from the Issuer or from a third party (other than the Issuer) to the Trustee as bondholder, upon receipt from such Issuer or third party, respectively, of assurances that the Trustee's reasonable expenses will be reimbursed by such Issuer or third party. If the Trustee does not receive such assurances, then the Trustee, at the sole discretion of the Depositor and at the expense of the Trust, shall transmit or cause to be transmitted any such communications to DTC or, if the Certificates are not then held by DTC or any other depository, the Holders as provided in Section 9.04 hereof.

Action or Consent of Holders. The Voting Rights on the Certificates shall will be apportioned by the Trustee among the Holders, as of the applicable record date as determined by of the Trustee pursuant to Section 2.08(v) hereofunderlying Bonds, of the Outstanding Certificates in proportion to the Accreted Value or, with respect to Stripped Bond Certificates, Callable Stripped Bond Certificates and Pooled Certificates, the principal amount, of each class of Certificates, and within each class, pro rata by aggregate Accreted Value or principal face amount, as applicable. In the event of any action or consent requiring the vote of the owners of any Bonds at any time when the Certificates are held in the DTC book-entry form, the Trustee, upon receipt of the Bond proxy, shall will notify DTC (in its capacity as the Holder of the Certificates) of such action. Under current procedures the Depositor expects it is expected that DTC will notify the Participants who will notify the Beneficial Owners of the Certificates of such an event. Thereafter, the Trustee shall vote solely in accordance with such proxies and shall apportion its voting powers on the basis of the votes cast by the Holders, based upon the direction the Holders have received from the Beneficial Owners. If the Certificates are not then held by DTC or any other depository, the Trustee, upon receipt of the Bond proxy, shall will notify the Holders directly of such action and shall vote in the same manner as noted above. The Trustee shall cast its vote in connection with the foregoing vote on the Bonds in proportion to the Voting Rights on the Certificates held by the Holders or groups of Holders directing it, notwithstanding that such Holder or groups of Holders may give contrary instructions or that such instructions may conflict. The Trustee shall at no time vote for or consent to any action (i) to the extent that such vote or consent could reasonably be expected to alter the status of the Trust as a grantor trust for federal income tax purposes, (ii) prior to the filing of a bankruptcy petition by or against the Issuer of the Bonds or the commencement of any other similar proceeding, if such action would alter the timing or amount of any payment on such Bonds or (iii) prior to the filing of a bankruptcy petition by or against the Issuer of Bonds, or the commencement of any other similar proceeding, if such action would result in the exchange or substitution of any of such outstanding Bonds pursuant to a plan for the refunding or refinancing of such Bonds. In connection with any vote, the Trustee may request, as a condition In no event shall the Depositor be allowed or entitled (other than in its capacity as a Participant for a Beneficial Owner) to vote, directly or indirectly, any Certificates. The Trustee shall also transmit to DTC or, if the Certificates are not then held by DTC or any other depository, the Holders as provided in Section 9.04 hereof, any communications from the Issuer or from a third party (other than the Issuer) to the Trustee as bondholder, upon receipt from such Issuer or third party, respectively, of assurances that the Trustee's reasonable expenses will be reimbursed by such Issuer or third party. If the Trustee does not receive such assurances, then the Trustee, at the sole discretion of the Depositor and at the expense of the Trust, shall will transmit or cause to be transmitted any such communications to DTC or, if the Certificates are not then held by DTC or any other depository, the Holders as provided in Section 9.04 hereof.

Action or Consent of Holders. The Voting Rights on the Certificates shall be apportioned by the Trustee among the Holders, as of the applicable record date as determined by the Trustee pursuant to Section 2.08(v) hereof, of the Outstanding Certificates in proportion to the Accreted Value or, with respect to Stripped Bond Certificates, Callable Stripped Bond Certificates and Pooled Certificates, the principal amount, of each class of Certificates, and within each class, pro rata by aggregate Accreted Value or principal amount, as applicable. In the event of any action or consent requiring the vote of the owners of any Bonds at any time when the Certificates are held in the DTC book-entry form, the Trustee, upon receipt of the Bond proxy, shall notify DTC (in its capacity as the Holder of the Certificates) of such action. Under current procedures the Depositor expects that DTC will notify the Participants who will notify the Beneficial Owners of the Certificates of such an event. Thereafter, the Trustee shall vote solely in accordance with such proxies and shall apportion its voting powers on the basis of the votes cast by the Holders, based upon the direction the Holders have received from the Beneficial Owners. If the Certificates are not then held by DTC or any other depository, the Trustee, upon receipt of the Bond proxy, shall notify the Holders directly of such action and shall vote in the same manner as noted above. The Trustee shall cast its vote in connection with the foregoing vote on the Bonds in proportion to the Voting Rights on the Certificates held by the Holders or groups of Holders directing it, notwithstanding that such Holder or groups of Holders may give contrary instructions or that such instructions may conflict. The Trustee shall at no time vote for or consent to any action (i) to the extent that such vote or consent could reasonably be expected to alter the status of the Trust as a grantor trust for federal income tax purposes, (ii) prior to the filing of a bankruptcy petition by or against the Issuer of the Bonds or the commencement of any other similar proceeding, if such action would alter the timing or amount of any payment on such Bonds or (iii) prior to the filing of a bankruptcy petition by or against the Issuer of Bonds, or the commencement of any other similar proceeding, if such action would result in the exchange or substitution of any of such outstanding Bonds pursuant to a plan for the refunding or refinancing of such Bonds. In connection with any vote, the Trustee may request, as a condition precedent to casting any vote, that it be provided with an opinion of Counsel that the consent or action will not alter the status of the Trust as a grantor trust for federal income tax purposes, which Opinion of Counsel shall be an expense of the Holders voting in favor of the proposed action. The Trustee in requesting such opinion shall inform the Holders of the potential expense of the Opinion of Counsel. In no event shall the Depositor be allowed or entitled (other than in its capacity as a Participant for a Beneficial Owner) to vote, directly or indirectly, any Certificates. The Trustee shall also transmit to DTC or, if the Certificates are not then held by DTC or any other depository, the Holders as provided in Section 9.04 hereof, any communications from the Issuer or from a third party (other than the Issuer) to the Trustee as bondholder, upon receipt from such Issuer or third party, respectively, of assurances that the Trustee's reasonable expenses will be reimbursed by such Issuer or third party. If the Trustee does not receive such assurances, then the Trustee, at the sole discretion of the Depositor and at the expense of the Trust, shall transmit or cause to be transmitted any such communications to DTC or, if the Certificates are not then held by DTC or any other depository, the Holders as provided in Section 9.04 hereof.