Common use of Amendments and Supplements to Notes Clause in Contracts

Amendments and Supplements to Notes. Note Indenture and ------------------------------------------------------- Other Basic Documents. In the event that the Certificate Trustee, as holder of --------------------- the Notes of any Series or Class in trust for the benefit of the Holders of Certificates of the corresponding Series or Class, receives a request for a consent to any amendment, modification, waiver or supplement under such Notes, the Note Indenture or any other Basic Document to which the Certificate Trustee is a party, the Certificate Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement, to each Holder of Certificates of such Series or Class registered on the Register as of such date. The Certificate Trustee shall request from such Certificateholders directions 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 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, 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 at the expense of the Trust 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 Series or Class were actually voted by Acts of the Holders thereof delivered to the Certificate Trustee prior to two Certificate 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 Trustee, as holder of --------------------- the Notes of any Series or Class in trust for the benefit of the Holders of Certificates of the corresponding Series or Class, receives a request for a consent to any amendment, modification, waiver or supplement under such Notes, the Note Indenture or any other Basic Document to which the Certificate Trustee is a party, the Certificate Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement, to each Holder of Certificates of such Series or Class registered on the Register as of such date. The Certificate Trustee shall request from such Certificateholders directions as to (ai) whether or not the Certificate Trustee should take or refrain from taking any action that which a holder of such Note has the option to direct, (bii) whether or not to give or execute any waivers, consents, amendments, modifications or supplements as a holder of such Note and (ciii) 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, 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 which is not pursuant to the original terms of the Notes, unless the Certificate Trustee obtains an opinion at the expense of the Trust 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 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 Series or Class were actually voted by Acts of the Holders thereof delivered to the Certificate Trustee prior to two Certificate 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 Trustee, as holder of --------------------- the Notes of any Series or Class in trust for the benefit of the Holders of Certificates of the corresponding Series or Class, receives a request for a consent to any amendment, modification, waiver or supplement under such Notes, the Note Indenture or any other Basic Document to which the Certificate Trustee is a party, the Certificate Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement, to each Holder of Certificates of such Series or Class registered on the Register as of such date. The Certificate Trustee shall request from such Certificateholders directions 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 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, 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 at the expense of the Trust 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 Series or Class were actually voted by Acts of the Holders thereof delivered to the Certificate Trustee prior to two Certificate Business Days before the Certificate Trustee takes such action or casts such vote or gives such consent.