Voting Rights with Respect to Securities. (a) Within five Business Days after receipt of notice of any meeting of, or other occasion for the exercise of voting rights or the giving of consents by, owners of any of the Securities, the Trustee shall give notice to the Unitholders, setting forth (i) such information as is contained in such notice to owners of Securities, (ii) a statement that the Unitholders will be entitled, subject to any applicable provision of law and any applicable terms of such Securities (and to the extent of the voting rights allocated to the Unitholders), to instruct the Trustee as to the exercise of voting rights, if any, pertaining to such Securities and (iii) a statement as to the manner in which instructions may be given to the Trustee to give a discretionary proxy to a person designated in the notice received by the Trustee. Such notice shall be given by the Trustee to the Unitholders of record on such record date. (b) Unless otherwise specified in the Terms Schedule the voting rights allocable to the owners of the Securities pursuant to the terms thereof will be allocated among the Unitholders pro rata, in the proportion that the denomination of each Unit bears to the aggregate denomination of all Units; and upon the written request of the applicable Unitholder, received on or before the date established by the Trustee for such purpose, the Trustee shall endeavor, insofar as practicable and permitted under any applicable provision of law and any applicable provision of or governing the Securities, to vote in accordance with any nondiscretionary instruction set forth in such written request, provided, that the Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Unitholder entitled to give such instructions. (c) Notwithstanding Section 7.01(b), the Trustee must reject any vote to (i) after the currency, amount or timing of payment of, or the method or rate of accruing, any principal or interest on the Securities underlying the Units held by such Unitholder or (ii) consent to any redemption or prepayment of the Securities underlying the Units held by such Unitholder or (iii) consent to the issuance of new obligations in exchange or substitution for any Securities pursuant to a plan or refunding of the Securities or any other offer for the Securities; in each case unless the Trustee is directed by the affirmative vote of all Unitholders to accept such amendment or offer as the case may be; and provided, further, that the Trustee receives advice of nationally recognized independent tax counsel, designated by the Depositor, that such exercise of voting rights with respect to any Securities would not result in a "sale or other disposition" of such Securities within the meaning of Section 1001(a) of the Code. The Trustee will not grant any consent (other than a unanimous consent) solicited from the owners of the Securities underlying the Units with respect to the foregoing matters in (i), (ii) and (iii) above nor will it accept or take any action in respect of any consent, proxy or instructions received from any Unitholder in contravention of such provisions. In addition, if the Trustee determines (based upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Unitholder or otherwise) that the exercise of voting rights with respect to any Securities could result in a "sale or other disposition" of such Securities within the meaning of Section 1001(a) of the Code, the Trustee shall exercise such voting rights in a manner that would not result in any such sale or other disposition. The Trustee will have no responsibility to undertake on its own initiative to determine that any exercise of voting rights will result in any such sale or other disposition and in any event will not undertake to make such determination unless given an indemnity reasonably satisfactory to it against the costs of such determination.
Appears in 2 contracts
Samples: Trust Agreement (MSDW Structured Asset Corp), Trust Agreement (MSDW Structured Asset Corp)
Voting Rights with Respect to Securities. (a) Within five Business Days after receipt of notice of any meeting of, or other occasion for the exercise of voting rights or the giving of consents by, owners of any of the Securities, the Trustee shall give notice to the UnitholdersCertificateholders, setting forth which notice shall contain (i) such information as is contained in such notice to owners of the Securities, (ii) a statement that the Unitholders Certificateholders will be entitled, subject to the applicable law and any applicable provision of law and any applicable terms of such Securities (and to the extent of the voting rights allocated to the Unitholders)Securities, to instruct the Trustee as to the exercise of voting rights, if any, pertaining to such the Securities and (iii) a statement as to the manner in which instructions may be given to the Trustee to give a discretionary proxy to a person Person designated in the notice received by the Trustee. Such notice shall be given by the Trustee to the Unitholders Certificateholders of record as soon as practicable after, but in any event within three Business Days from, the date on such record datewhich the relevant notice to owners of the Securities is received by the Trustee.
(b) Unless otherwise specified in the Terms Schedule Schedule, the voting rights allocable to the owners of the Securities pursuant to the terms thereof will shall be allocated among the Unitholders Certificateholders pro rata, in the proportion that the denomination Principal Balance (or 42 49 Notional Amount, as applicable) of each Unit such holder bears to the aggregate denomination Principal Balance (or Notional Amount, as applicable) of all Unitssuch holders; and upon the written request of the applicable Unitholdereach Certificateholder, if received on or before the date established by the Trustee for such purpose, the Trustee shall endeavor, insofar as practicable and permitted under any applicable provision of law and any applicable provision of or governing the Securities, to vote in accordance with any nondiscretionary instruction set forth in such written request, provided, ; provided that the Trustee shall not vote except as specifically authorized and directed in by written instructions from the applicable Unitholder each Certificateholder entitled to give such instructions; provided, further, that if the aggregate Principal Balance (or Notional Amount, as applicable) held by all Certificateholders instructing the Trustee to vote on a particular matter in a certain manner does not correspond to an even number of Securities, the Trustee shall vote the number of Securities most closely corresponding to such aggregate Principal Balance (or Notional Amount, as applicable) in such manner, with any portion of the Principal Balance (or Notional Amount, as applicable) representing less than half of a Security not so voted and any portion of the Principal Balance (or Notional Amount, as applicable) representing half or more of a Security so voted.
(c) Notwithstanding Section 7.01(b)paragraph (b) above, the Trustee must shall reject any vote to (i) after alter the currency, amount or timing of payment of, or the method or rate of accruing, any principal or interest on the Securities underlying the Units held by such Unitholder or Securities, (ii) consent to any redemption or prepayment of the Securities underlying the Units held by such Unitholder Securities, or (iii) unless otherwise specified in the Terms Schedule, consent to the issuance of new obligations in any exchange of, substitution or substitution for tender for, any Securities pursuant to a plan or refunding of the Securities or any other offer for the Securities; , in each case of clauses (i) through (iii) unless (x) the Trustee is directed by the affirmative vote of all Unitholders Certificateholders to accept such amendment or offer offer, as the case may be; be and provided, further, that (y) the Trustee receives advice of nationally recognized independent tax counsel, designated by the Depositor, that such exercise of voting rights with respect to any Securities would not result in a "sale or other disposition" of such Securities within the meaning of Section 1001(a) of the Code. The Trustee will shall not grant any consent (other than a unanimous consent) solicited from the owners of the Securities underlying the Units with respect to any of the foregoing matters specified in clauses (i), (ii) and through (iii) above above, nor will shall it accept or take any action in respect of any consent, proxy or instructions received from any Unitholder Certificateholder in contravention of such provisionsprovisions unless otherwise directed by the affirmative vote of all Certificateholders. In addition, if the Trustee determines (based upon advice furnished by of nationally recognized independent tax counsel, whether obtained at the request of any Unitholder Certificateholder or otherwise) that the any exercise of voting rights with respect to any the Securities could result in a "sale or other disposition" of such Securities within the meaning of Section 1001(a) of the Code, the Trustee shall exercise such voting rights in a manner that would not result in any such "sale or other disposition", unless otherwise directed by the affirmative vote of all Certificateholders. The Trustee will shall have no responsibility to undertake on its own initiative to determine that any exercise of voting rights will with respect to the Securities would result in any such sale or other disposition disposition, and in any event will need not undertake to make such determination unless given receiving an indemnity reasonably satisfactory to it against the costs of such determination.
Appears in 1 contract
Samples: Trust Agreement (Credit & Asset Repackaging Vehicle Corp)
Voting Rights with Respect to Securities. (a) Within five Business Days after receipt of notice of any meeting of, or other occasion for the exercise of voting rights or the giving of consents by, owners of any of the Securities, the Trustee shall give notice to the Unitholders, setting forth (i) such information as is contained in such notice to owners of Securities, (ii) a statement that the Unitholders will be entitled, subject to any applicable provision of law and any applicable terms of such Securities (and to the extent of the voting rights allocated to the Unitholders)) , to instruct the Trustee as to the exercise of voting rights, if any, pertaining to such Securities and (iii) a statement as to the manner in which instructions may be given to the Trustee to give a discretionary proxy to a person designated in the notice received by the Trustee. Such notice shall be given by the Trustee to the Unitholders of record on such record date.
(b) Unless otherwise specified in the Terms Schedule the voting rights allocable to the owners of the Securities pursuant to the terms thereof will be allocated among the Unitholders pro rata, in the proportion that the denomination of each Unit bears to the aggregate denomination of all Units; and upon the written request of the applicable Unitholder, received on or before the date established by the Trustee for such purpose, the Trustee shall endeavor, insofar as practicable and permitted under any applicable provision of law and any applicable provision of or governing the Securities, to vote in accordance with any nondiscretionary instruction set forth in such written request, provided, that the Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Unitholder entitled to give such instructions.
(c) Notwithstanding Section 7.01(b)) , the Trustee must reject any vote to (i) after the currency, amount or timing of payment of, or the method or rate of accruing, any principal or interest on the Securities underlying the Units held by such Unitholder or (ii) consent to any redemption or prepayment of the Securities underlying the Units held by such Unitholder or (iii) consent to the issuance of new obligations in exchange or substitution for any Securities pursuant to a plan or refunding of the Securities or any other offer for the Securities; in each case unless the Trustee is directed by the affirmative vote of all Unitholders to accept such amendment or offer as the case may be; and provided, further, that the Trustee receives advice of nationally recognized independent tax counsel, designated by the Depositor, that such exercise of voting rights with respect to any Securities would not result in a "sale or other disposition" of such Securities within the meaning of Section 1001(a) of the Code. The Trustee will not grant any consent (other than a unanimous consent) solicited from the owners of the Securities underlying the Units with respect to the foregoing matters in (i)) , (ii) and (iii) above nor will it accept or take any action in respect of any consent, proxy or instructions received from any Unitholder in contravention of such provisions. In addition, if the Trustee determines (based upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Unitholder or otherwise) that the exercise of voting rights with respect to any Securities could result in a "sale or other disposition" of such Securities within the meaning of Section 1001(a) of the Code, the Trustee shall exercise such voting rights in a manner that would not result in any such sale or other disposition. The Trustee will have no responsibility to undertake on its own initiative to determine that any exercise of voting rights will result in any such sale or other disposition and in any event will not undertake to make such determination unless given an indemnity reasonably satisfactory to it against the costs of such determination.
Appears in 1 contract
Voting Rights with Respect to Securities. (a) Within As promptly as possible, but in any event within five Business Days after from receipt of thereof, the Trustee shall give notice of any meeting of, or other occasion for the exercise of voting rights or the giving of consents by, owners of any of the SecuritiesSecurities to the Certificateholders, with copies to the Rating Agencies. The notice to be given by the Trustee shall give notice pursuant to the Unitholders, setting forth immediately preceding sentence shall contain (i) such information as is contained in such notice to owners of the Securities, (ii) a statement that the Unitholders Certificateholders will be entitled, subject to the applicable law and any applicable provision of law and any applicable terms of such Securities (and to the extent of the voting rights allocated to the Unitholders)Securities, to instruct the Trustee as to the exercise of voting rights, if any, pertaining to such the Securities and (iii) a statement as to the manner in which instructions may be given to the Trustee to give a discretionary proxy to a person Person designated in the notice received by the Trustee. Such notice shall be given by the Trustee to the Unitholders Certificateholders of record as soon as practicable after the date on such record datewhich the relevant notice to owners of the Securities is received by the Trustee at its Corporate Trust Office.
(b) Unless otherwise specified in the Terms Schedule Schedule, the voting rights allocable to the owners of the Securities pursuant to the terms thereof will shall be allocated among the Unitholders Certificateholders pro rata, in the proportion that the denomination share of the Principal Balance (or Notional Amount, as applicable) of each Unit such holder bears to the aggregate denomination of all UnitsPrincipal Balance (or Notional Amount, as applicable); and upon the written request of the applicable Unitholdereach Certificateholder, if received on or before the date established by the Trustee for such purpose, the Trustee shall endeavor, insofar as practicable and permitted under any applicable provision of law and any applicable provision of or governing the Securities, to vote in accordance with any nondiscretionary instruction set forth in such written request, provided, ; provided that the Trustee shall not vote except as specifically authorized and directed in by written instructions from the applicable Unitholder each Certificateholder entitled to give such instructions; provided, further, that if the share of the Principal Balance (or Notional Amount, as applicable) 42 51 held by all Certificateholders instructing the Trustee to vote on a particular matter in a certain manner does not correspond to an even number of Securities, the Trustee shall vote the number of Securities most closely corresponding to such share of the Principal Balance (or Notional Amount, as applicable) in such manner, with any portion of such share representing less than half of a Security not so voted and any portion such share representing half or more of a Security so voted.
(c) Notwithstanding Section 7.01(b)paragraph (b) above, the Trustee must shall reject any vote to (i) after alter the currency, amount or timing of payment of, or the method or rate of accruing, any principal or interest on the Securities underlying the Units held by such Unitholder or Securities, (ii) consent to any redemption or prepayment of the Securities underlying the Units held by such Unitholder Securities, or (iii) unless otherwise specified in the Terms Schedule, consent to the issuance of new obligations in any exchange of, substitution or substitution for tender for, any Securities pursuant to a plan or refunding of the Securities or any other offer for the Securities; , in each case of clauses (i) through (iii) unless (x) the Trustee is directed by the affirmative vote of all Unitholders Certificateholders to accept such amendment or offer offer, as the case may be; be and provided, further, that (y) the Trustee receives advice of nationally recognized independent tax counsel, designated by the Depositor, that such exercise the changes to the terms of voting rights the Securities with respect to any Securities which such vote is requested would not not, if made, result in a "sale or other disposition" of such Securities within the meaning of Section 1001(a) of the Code. The Trustee will not grant any consent (other than a unanimous consent) solicited from Code or alter the owners classification of the Securities underlying the Units with respect to the foregoing matters in (i), (ii) and (iii) above nor will it accept or take any action in respect of any consent, proxy or instructions received from any Unitholder in contravention of such provisionsTrust for U.S. federal income tax purposes. In addition, if to the Trustee determines (based upon advice furnished extent not covered by nationally recognized independent tax counsel, whether at the request of any Unitholder or otherwise) that the exercise of voting rights with respect to any Securities could result in a "sale or other disposition" of such Securities within the meaning of Section 1001(a) of the Codeimmediately preceding sentence, the Trustee shall exercise such voting rights reject any vote to alter any of the terms of the Securities unless the condition set forth in a manner that would not result in any such sale or other disposition. The Trustee will have no responsibility to undertake on its own initiative to determine that any exercise of voting rights will result in any such sale or other disposition and in any event will not undertake to make such determination unless given an indemnity reasonably satisfactory to it against the costs clause (y) of such determinationsentence is satisfied.
Appears in 1 contract
Samples: Trust Agreement (Credit & Asset Repackaging Vehicle Corp)
