Common use of Voting and Other Action Clause in Contracts

Voting and Other Action. The Bank will promptly transmit to the Company, and will instruct any Authorized Entity to transmit to the Bank, all financial reports, stockholder communications and notices from issuers of Securities in the Custody Account, all public information from issuers of such Securities or, in the case of information relating to exchange or tender offers, from offerors, and all notices, proxies and proxy soliciting materials with respect to such Securities, to the extent sufficient copies are received by the Bank or any Authorized Entity in time for forwarding to the Company. In the case of Securities registered in the name of the Bank, any Authorized Entity or any nominee thereof, proxies will be executed by the registered holder prior to transmittal to the Company, but the manner in which Securities are to be voted will not be indicated. Specific instructions regarding proxies will be provided when necessary. Neither the Bank nor any Authorized Entity nor any nominee thereof shall vote any Securities or authorize the voting of any Securities or give any consent or take any other action with respect thereto, except as otherwise provided herein. The Company agrees that if it gives an instruction for the performance of an act on the last permissible date of a period established by an exchange offer, tender offer or proxy solicitation or other notice for the performance of any act, the Bank will use reasonable efforts to effect the instruction, but the Company shall hold the Bank harmless from any adverse consequences if it is unable to do so.