Common use of AMENDMENTS AND SUPPLEMENTS TO NOTES, NOTE INDENTURE AND OTHER BASIC DOCUMENTS Clause in Contracts

AMENDMENTS AND SUPPLEMENTS TO NOTES, NOTE INDENTURE AND OTHER BASIC DOCUMENTS. In the event that the Certificate Issuer or the Certificate Trustee, as holder of the Notes of each Class in trust for the benefit of the Holders of Certificates of the corresponding Class, receives a request for a consent to any amendment, modification, waiver or supplement under the Notes, the Note Indenture or any other Basic Document (other than this Certificate Indenture) to which the Certificate Issuer or the Certificate Trustee is a party and which in any such case requires the consent of the Noteholders, the Certificate Issuer shall forward such request for consent to the Certificate Trustee, and the Certificate Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement, to each Holder of Certificates of such Class registered on the Certificate Register as of such date. The Certificate Trustee shall request from such Certificateholders directions with respect to each such required Noteholder consent as to (a) whether or not the Certificate Trustee should take or refrain from taking any action that a holder of such Note has the option to direct, (b) whether or not to give or execute or direct the Certificate Issuer to give or execute any waivers, consents, amendments, modifications or supplements as a holder of such Note and (c) how to vote such Note if a vote has been called for with respect thereto; provided, however, in the case of any change to the terms of, or modification to, the Notes which requires the consent of the Noteholders, the Certificateholders may not direct any such action to be taken or direct whether or not to give or execute any such waiver, consent, amendment, modification or supplement that is not pursuant to the original terms of the Notes, unless the Certificate Trustee obtains an Opinion of Counsel at the expense of the Certificate Issuer of independent tax counsel to the effect that after any such action, waiver, consent, amendment, modification or supplement the Trust will continue to be treated as a "grantor trust" for federal income tax purposes. Provided such a request for Certificateholder direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of the Notes, the Certificate Trustee shall vote or consent with respect to such Notes in the same proportion as the Certificates of the corresponding Class were actually voted by Acts of the Holders thereof delivered to the Certificate Trustee prior to two Business Days before the Certificate Trustee takes such action or casts such vote or gives such consent.

AMENDMENTS AND SUPPLEMENTS TO NOTES, NOTE INDENTURE AND OTHER BASIC DOCUMENTS. In the event that the Certificate Issuer or the Certificate Trustee, as holder of the Notes of each Class in trust for the benefit of the Holders of Certificates of the corresponding Class, receives a request for a consent to any amendment, modification, waiver or supplement under the Notes, the Note Indenture or any other Basic Document (other than this Certificate Indenture) to which the Certificate Issuer or the Certificate Trustee is a party and which in any such case requires the consent of the Noteholders, the Certificate Issuer shall forward such request for consent to the Certificate Trustee, and the Certificate Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement, to each Holder of Certificates of such Class registered on the Certificate Register as of such date. The Certificate Trustee shall request from such Certificateholders directions with respect to each such required Noteholder consent as to (a) whether or not the Certificate Trustee should take or refrain from taking any action that a holder of such Note has the option to direct, (b) whether or not to give or execute or direct the Certificate Issuer to give or execute any waivers, consents, amendments, modifications or supplements as a holder of such Note and (c) how to vote such Note if a vote has been called for with respect thereto; provided, however, in the case of any change to the terms of, or modification to, the Notes which requires the consent of the Noteholders, the Certificateholders may not direct any such action to be taken or direct whether or not to give or execute any such waiver, consent, amendment, modification or supplement that is not pursuant to the original terms of the Notes, unless the Certificate Trustee obtains an Opinion of Counsel at the expense of the Certificate Issuer of independent tax counsel to the effect that after any such action, waiver, consent, amendment, modification or supplement the Trust will continue to be treated as a "grantor trust" for federal income tax purposes. Provided such a request for Certificateholder direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of the Notes, the Certificate Trustee shall vote or consent with respect to such Notes in the same proportion as the Certificates of the corresponding Class were actually voted by Acts of the Holders thereof delivered to the Certificate Trustee prior to two Business Days before the Certificate Trustee takes such action or casts such vote or gives such consent. The Certificate Trustee shall not consent to any amendment, modification, waiver or supplement to any Basic Document which would in any manner adversely affect the rights, obligations or interests of any Swap Counterparty without its prior consent. In executing any amendment, modification, waiver or supplement to any Basic Document, the Certificate Trustee shall be entitled to receive, and shall be fully protected in relying upon, an Opinion of Counsel stating that such amendment, modification, waiver or supplement does not adversely affect the interests of the Swap Counterparty, so long as such Opinion of Counsel is rendered by either Brown & Wood LLP or other counsel mutually satisfactory to the Certificate Trustee and the Swap Counterparty. For so long as any of the Certificates are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notice of any amendment to this Certificate Indenture will be published pursuant to those rules promptly following its effectiveness.

AMENDMENTS AND SUPPLEMENTS TO NOTES, NOTE INDENTURE AND OTHER BASIC DOCUMENTS. In the event that the Certificate Issuer or the Certificate Trustee, as holder of the Notes of each Class in trust for the benefit of the Holders of Certificates of the corresponding Class, receives a request for a consent to any amendment, modification, waiver or supplement under the Notes, the Note Indenture or any other Basic Document (other than this Certificate Indenture) to which the Certificate Issuer or the Certificate Trustee is a party and which in any such case requires the consent of the Noteholdersparty, the Certificate Issuer shall forward such request for consent to the Certificate Trustee, and the Certificate Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement, to each Holder of Certificates of such Class registered on the Certificate Register as of such date. The Certificate Trustee shall request from such Certificateholders directions with respect to each such required Noteholder consent as to (a) whether or not the Certificate Trustee should take or refrain from taking any action that a holder of such Note has the option to direct, (b) whether or not to give or execute or direct the Certificate Issuer to give or execute any waivers, consents, amendments, modifications or supplements as a holder of such Note and (c) how to vote such Note if a vote has been called for with respect thereto; providedPROVIDED, howeverHOWEVER, in the case of any change to the terms of, or modification to, the Notes which requires the consent of the NoteholdersNotes, the Certificateholders may not direct any such action to be taken or direct whether or not to give or execute any such waiver, consent, amendment, modification or supplement that is not pursuant to the original terms of the Notes, unless the Certificate Trustee obtains an Opinion of Counsel at the expense of the Certificate Issuer of independent tax counsel to the effect that after any such action, waiver, consent, amendment, modification or supplement the Trust will continue to be treated as a "grantor trust" for federal income tax purposes. Provided such a request for Certificateholder direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of the Notes, the Certificate Trustee shall vote or consent with respect to such Notes in the same proportion as the Certificates of the corresponding Class were actually voted by Acts of the Holders thereof delivered to the Certificate Trustee prior to two Business Days before the Certificate Trustee takes such action or casts such vote or gives such consent.

AMENDMENTS AND SUPPLEMENTS TO NOTES, NOTE INDENTURE AND OTHER BASIC DOCUMENTS. In the event that the Certificate Issuer or the Certificate Trustee, as holder of the Notes of each Class in trust for the benefit of the Holders of Certificates of the corresponding Class, receives a request for a consent to any amendment, modification, waiver or supplement under the Notes, the Note Indenture or any other Basic Document (other than this Certificate Indenture) to which the Certificate Issuer or the Certificate Trustee is a party and which in any such case requires the consent of the Noteholders, the Certificate Issuer shall forward such request for consent to the Certificate Trustee, and the Certificate Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement, to each Holder of Certificates of such Class registered on the Certificate Register as of such date. The Certificate Trustee shall request from such Certificateholders directions with respect to each such required Noteholder consent as to (a) whether or not the Certificate Trustee should take or refrain from taking any action that a holder of such Note has the option to direct, (b) whether or not to give or execute or direct the Certificate Issuer to give or execute any waivers, consents, amendments, modifications or supplements as a holder of such Note and (c) how to vote such Note if a vote has been called for with respect thereto; provided, however, in the case of any change to the terms of, or modification to, the Notes which requires the consent of the Noteholders, the Certificateholders may not direct any such action to be taken or direct whether or not to give or execute any such waiver, consent, amendment, modification or supplement that is not pursuant to the original terms of the Notes, unless the Certificate Trustee obtains an Opinion of Counsel at the expense of the Certificate Issuer of independent tax counsel to the effect that after any such action, waiver, consent, amendment, modification or supplement the Trust will continue to be treated as a "grantor trust" for federal income tax purposes. Provided such a request for Certificateholder direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of the Notes, the Certificate Trustee shall vote or consent with respect to such Notes in the same proportion as the Certificates of the corresponding Class were actually voted by Acts of the Holders thereof delivered to the Certificate Trustee prior to two Business Days before the Certificate Trustee takes such action or casts such vote or gives such consent. The Certificate Trustee shall not consent to any amendment, modification, waiver or supplement to any Basic Document which would in any manner adversely affect the interests of the Swap Counterparty without its consent. For so long as any of the Certificates are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notice of any amendment to this Certificate Indenture will be published pursuant to those rules promptly following its effectiveness.

AMENDMENTS AND SUPPLEMENTS TO NOTES, NOTE INDENTURE AND OTHER BASIC DOCUMENTS. In the event that the Certificate Issuer or the Certificate Trustee, as holder of the Notes of each Class in trust for the benefit of the Holders of Certificates of the corresponding Class, receives a request for a consent to any amendment, modification, waiver or supplement under the Notes, the Note Indenture or any other Basic Document (other than this Certificate Indenture) to which the Certificate Issuer or the Certificate Trustee is a party and which in any such case requires the consent of the Noteholdersparty, the Certificate Issuer shall forward such request for consent to the Certificate Trustee, and the Certificate Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement, to each Holder of Certificates of such Class registered on the Certificate Register as of such date. The Certificate Trustee shall request from such Certificateholders directions with respect to each such required Noteholder consent as to (a) whether or not the Certificate Trustee should take or refrain from taking any action that a holder of such Note has the option to direct, (b) whether or not to give or execute or direct the Certificate Issuer to give or execute any waivers, consents, amendments, modifications or supplements as a holder of such Note and (c) how to vote such Note if a vote has been called for with respect thereto; provided, however, in the case of any change to the terms of, or modification to, the Notes which requires the consent of the NoteholdersNotes, the Certificateholders may not direct any such action to be taken or direct whether or not to give or execute any such waiver, consent, amendment, modification or supplement that is not pursuant to the original terms of the Notes, unless the Certificate Trustee obtains an Opinion of Counsel at the expense of the Certificate Issuer of independent tax counsel to the effect that after any such action, waiver, consent, amendment, modification or supplement the Trust will continue to be treated as a "grantor trust" for federal income tax purposes. Provided such a request for Certificateholder direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of the Notes, the Certificate Trustee shall vote or consent with respect to such Notes in the same proportion as the Certificates of the corresponding Class were actually voted by Acts of the Holders thereof delivered to the Certificate Trustee prior to two Business Days before the Certificate Trustee takes such action or casts such vote or gives such consent.