Common use of Voting Procedures for Certificates Clause in Contracts

Voting Procedures for Certificates. (a) With respect to any matters submitted to holders of Voting Rights for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific vote: (b) Any matter submitted to holders of Voting Rights for a vote shall be announced in a notice prepared by the Certificate Administrator. Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered in this manner shall be considered delivered to all holders of Voting Rights regardless of whether any holder of Voting Rights actually receives the notice and ballot. (c) In connection with any vote administered pursuant to this Agreement, holders of Voting Rights shall be required to certify their holdings in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders of Voting Rights may only vote in accordance with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes of Certificates with an outstanding Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a holder of Voting Rights has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by the holder of Voting Rights to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not be changed or retracted by any holder of Voting Rights unless the holder wishing to change or retract its vote holds a sufficient portion of the Voting Rights such that the holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into consideration the votes cast by any other holder of Voting Rights. Transferees or purchasers of any Class of Certificates are subject to and shall be bound by all votes of holder of Voting Rights initiated or conducted prior to its acquisition of such Certificate. (d) The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by holder of Voting Rights. The notice shall be distributed in accordance with the methods described in Section 5.09(b) above. The Certificate Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent manifest error, re-tabulate the votes or conduct a new vote for the same proposition. (e) Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne by the Trust. The Certificate Administrator is under no obligation to advise holder of Voting Rights about the matter being voted on or answer questions other than process-related questions regarding the administration of the vote. (f) If any party to this Agreement believes a vote of holder of Voting Rights is needed for some matter related to the administration of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided herein, all such votes require a majority of holder of Voting Rights to carry a proposition.