Common use of Voting Rights with Respect to Underlying Securities Clause in Contracts

Voting Rights with Respect to Underlying 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 Underlying Securities, the Trustee shall give notice to the Holders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities to instruct the Trustee as to the exercise of Voting Rights, if any, pertaining to such Underlying 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 Holders of record on such Record Date. Upon the written request of the applicable Holder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written request. The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder entitled to give such instructions. Notwithstanding the foregoing, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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. (b) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder agrees so long as it is an owner thereof that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruing, interest on the Underlying Securities underlying the Certificates held by such Holder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such Holder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying 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 ("voting rights") by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersCertificateholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Certificateholders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities (and to the extent of the voting rights allocated to the Certificateholders pursuant to subsection 5.15(b)), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Certificateholders of record on such Record Date. Upon the written request of the applicable HolderCertificateholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written requestrequest (in each case to the extent of the voting rights allocated pursuant to subsection 3.07(b) to such Certificateholder). The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Certificateholder entitled to give such instructions. Notwithstanding the foregoing, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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. (b) Unless otherwise specified in the applicable Series Supplement, the voting rights allocable to the owners of the Underlying Securities pursuant to the terms thereof shall be allocated among the Certificateholders pro rata, in the proportion that the denomination of each Certificate bears to the aggregate denomination of all Certificates. (c) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder Certificateholder agrees so long as it is an owner thereof of such Certificate that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruing, interest on the Underlying Securities underlying the Certificates held by such Holder Certificateholder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such HolderCertificateholder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder Certificateholder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying Securities. (a) Within five three 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 by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersUnitholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Unitholders will be entitled, subject to any applicable provision of law law, any applicable terms of such Underlying Securities and any applicable provisions of such Underlying Securities the Trust Agreement (and to the extent of the voting rights allocated to the Unitholders), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Unitholders of record on such Record Date. Upon record date. (b) Unless otherwise specified in the Trust Agreement the voting rights allocable to the owners of the Underlying 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 HolderUnitholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written request. The , provided, that the Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Unitholder entitled to give such instructions. (c) Notwithstanding Section 7.01(b), the Trustee must reject any vote to (i) alter the currency, amount or timing of payment of, or the method or rate of accruing, any principal or interest on the Underlying Securities underlying the Units held by such Unitholder or (ii) consent to any redemption or prepayment of the Underlying Securities underlying the Units held by such Unitholder or (iii) consent to the issuance of new obligations in exchange or substitution for any Underlying Securities pursuant to a plan or refunding of the Underlying Securities or any other offer for the Underlying 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 Underlying Securities (i) would not result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code and (ii) will not alter the classification of the Trust for Federal Income Tax Purposes. Notwithstanding The Trustee will not grant any consent (other than a unanimous consent) solicited from the foregoingowners of the Underlying 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 solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder Unitholder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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 dispositiondisposition 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. (b) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder agrees so long as it is an owner thereof that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruing, interest on the Underlying Securities underlying the Certificates held by such Holder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such Holder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying 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 ("VOTING RIGHTS") by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersCertificateholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Certificateholders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities (and to the extent of the voting rights allocated to the Certificateholders pursuant to Section 5.14(b)), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Certificateholders of record on such Record Date. Upon the written request of the applicable HolderCertificateholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written request. The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Certificateholder entitled to give such instructions. Notwithstanding the foregoing, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder Certificateholder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the CodeInternal Revenue Code of 1986, as amended, 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. (b) Unless otherwise specified in the applicable Series Supplement, the voting rights allocable to the owners of the Underlying Securities pursuant to the terms thereof shall be allocated among the Certificateholders pro rata, in the proportion that the denomination of each Certificate bears to the aggregate denomination of all Certificates. (c) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder Certificateholder agrees so long as it is an owner thereof of such Certificate that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruing, interest on the Underlying Securities underlying the Certificates held by such Holder Certificateholder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such HolderCertificateholder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder Certificateholder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying 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 ("voting rights") by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersCertificateholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Certificateholders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities (and to the extent of the voting rights allocated to the Certificateholders pursuant to subsection 5.15(b)), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Certificateholders of record on such Record Date. Upon the written request of the applicable HolderCertificateholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written requestrequest (in each case to the extent of the voting rights allocated pursuant to subsection 5.15(b) to such Certificateholder). The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Certificateholder entitled to give such instructions. Notwithstanding the foregoing, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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. (b) Unless otherwise specified in the applicable Series Supplement, the voting rights allocable to the owners of the Underlying Securities pursuant to the terms thereof shall be allocated among the Certificateholders pro rata, in the proportion that the denomination of each Certificate bears to the aggregate denomination of all Certificates. (c) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder Certificateholder agrees so long as it is an owner thereof of such Certificate that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruingaccruing of, interest on the Underlying Securities underlying the Certificates held by such Holder Certificateholder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such HolderCertificateholder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder Certificateholder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying 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 by, owners of any of the Underlying Securities, the Trustee shall give notice to the Holders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that the Holders will be entitled, subject to any applicable provision of law and any applicable provisions terms of such Underlying Securities (and to the extent of the voting rights allocated to the Holders), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders of record on such Record Date. Upon record date. (b) Unless otherwise specified in the Terms Schedule the voting rights allocable to the owners of the Underlying Securities pursuant to the terms thereof will be allocated among the Holders pro rata, in the proportion that the denomination of each Certificate bears to the aggregate denomination of all Certificates; and upon the written request of the applicable Holder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written request. The , provided, that the Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder entitled to give such instructions. (c) Notwithstanding Section 7.01(b), the Trustee must reject any vote to (i) alter (based on an opinion of counsel) the status of the Trust as a grantor trust for federal income tax purposes or (ii) alter the currency, amount or timing of payment of, or the method or rate of accruing, any principal or interest on the Underlying Securities underlying the Certificates held by such Holder or (iii) consent to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such Holder or (iv) consent to the issuance of new obligations in exchange or substitution for any Underlying Securities pursuant to a plan or refunding of the Underlying Securities or any other offer for the Underlying Securities; in each case unless the Trustee is directed by the affirmative vote of all Holders to accept such amendment or offer as the case may be and unless an event of default under the Underlying Securities Indenture has occurred; 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 Underlying Securities would not result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code. Notwithstanding The Trustee will not grant any consent (other than a unanimous consent) solicited from the foregoingowners of the Underlying Securities underlying the Certificates 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 Holder in contravention of such provisions. In addition, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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 dispositiondisposition 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. (bd) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard The Trustee will not be liable for any failure to whether ownership is beneficial or otherwise, the Holder agrees so long as it is an owner thereof that it shall not grant any consent (i) to any conversion of the timing of payment act resulting from certificateholders' late return of, or failure to return, directions requested by the method or rate of accruing, interest on the Underlying Securities underlying the Certificates held by such Holder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such Holder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder in contravention of the provisions of this Sectioncertificateholders.

Voting Rights with Respect to Underlying Securities. (a) Within five Business Days after receipt The Trustee, as holder of notice the Underlying Securities, has the right to vote and give consents and waivers in respect of such Underlying Securities as permitted by the depository with respect thereto and except as otherwise limited by the Trust Agreement. In the event that the Trustee receives a request from the Depository, Underlying Securities Trustee or Underlying Securities Issuer for its consent to any meeting ofamendment, modification or waiver in respect of the Underlying Securities or any document relating thereto, or receives any other occasion solicitation for the exercise of voting rights or the giving of consents by owners of any of action with respect to the Underlying Securities, the Trustee shall give mail a notice to the Holders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities proposed amendment, modification, waiver or solicitation to instruct the Trustee as to the exercise of Voting Rights, if any, pertaining to such Underlying 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 Holders each Certificateholder of record on as of such Record Date. Upon the written request of the applicable Holder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written requestdate. The Trustee shall not vote except as specifically authorized and directed in written request instructions from the applicable Holder entitled Certificateholders as to give whether or not to consent to or vote to accept such instructions. Notwithstanding the foregoingamendment, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counselmodification, whether at the request of any Holder waiver or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, the Trustee shall exercise such voting rights in a manner that would not result in any such sale or other dispositionsolicitation. The Trustee will have no responsibility shall consent or vote, or refrain from consenting or voting, in the same proportion (based on the relative Voting Rights of the Certificates) as the Certificates of the Trust were actually voted or not voted by the Certificateholders thereof as of a date determined by the Trustee prior to undertake the date on its own initiative to determine that any exercise of voting rights will result in any which such sale consent or other dispositionvote is required. (b) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwiseNotwithstanding the foregoing paragraph (a), the Holder agrees so long as it is an owner thereof that it Trustee shall not grant at no time vote in favor of or consent to any consent matter (i) to any conversion of which would defer the timing or reduce the amount of any then presently scheduled payment of, or the method or rate of accruing, interest on the Underlying Securities, including, without limitation, the deferral or elimination of any then existing right of Certificateholders to demand to accelerate the Underlying Securities underlying the Certificates held by such Holder following a default thereon or (ii) which would result in the exchange or substitution of any Underlying Security, except in each case with (x) the unanimous consent of the Certificateholders and (y) an opinion of counsel that such vote or consent would not materially increase the risk that the related Trust would be taxed as an association or publicly traded partnership taxable as a corporation under the Code; provided, however, that if an Event of Default has occurred and is continuing on the date on which any consent or vote described in clause (i) or (ii) of this paragraph (b) is required, the requirement set forth in clause (x) of this paragraph (b) shall not apply and the Trustee shall instead consent or vote, or refrain from consenting or voting, in the same proportion (based on the relative Voting Rights of the Certificates) as the Certificates of the Trust were actually voted or not voted by the Certificateholders thereof as of a date determined by the Trustee prior to the date on which such consent or vote is required. (c) Notwithstanding anything to the contrary stated herein, the Trustee shall at no time vote in favor of or consent to any redemption matter that would cause the related Trust to be taxed as an association or prepayment of publicly traded partnership taxable as a corporation under the Underlying Securities underlying the Certificates held by such Holder. Code. (d) The Trustee shall not grant have no liability for any consent solicited failure to act resulting from Certificateholders' late return of, or failure to return, directions requested by the Trustee from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder in contravention of the provisions of this SectionCertificateholders.

Voting Rights with Respect to Underlying 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 ("voting rights") by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersCertificateholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Certificateholders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities (and to the extent of the voting rights allocated to the Certificateholders pursuant to subsection 5.14(b)), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Certificateholders of record on such Record Date. Notwithstanding the foregoing, the Certificateholders shall not exercise any such voting rights unless the Trustee receives a written opinion, satisfactory in all respects to the Trustee, that the exercise of such voting rights will not alter the status of the Trust as a grantor trust for federal income tax purposes. Upon the written request of the applicable HolderCertificateholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written requestrequest (in each case to the extent of the voting rights allocated pursuant to subsection 5.14(b) to such Certificateholder). The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Certificateholder entitled to give such instructions. Notwithstanding the foregoing, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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. (b) Unless otherwise specified in the applicable Series Supplement, the voting rights allocable to the owners of the Underlying Securities pursuant to the terms thereof shall be allocated among the Certificateholders pro rata, in the proportion that the denomination of each Certificate bears to the aggregate denomination of all Certificates. (c) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder Certificateholder agrees so long as it is an owner thereof of such Certificate that it shall not grant any consent (i) to any conversion of the timing of payment ofamendment, modification or the method or rate of accruing, interest on other change to the Underlying Securities underlying the Certificates held by such Holder Certificateholder, unless the Trustee receives a written opinion, satisfactory in all respects to the Trustee, that such amendment, modification or change will not result as an exchange of the original Underlying Security for a modified Underlying Security, all within the meaning of Section 1001 of the Internal Revenue Code of 1986, as amended or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such HolderCertificateholder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder Certificateholder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying 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 (“voting rights”) by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersCertificateholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Certificateholders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities (and to the extent of the voting rights allocated to the Certificateholders pursuant to subsection 5.15(b)), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Certificateholders of record on such Record Date. Upon the written request of the applicable HolderCertificateholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written requestrequest (in each case to the extent of the voting rights allocated pursuant to subsection 5.15(b) to such Certificateholder). The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Certificateholder entitled to give such instructions. Notwithstanding the foregoing, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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. (b) Unless otherwise specified in the applicable Series Supplement, the voting rights allocable to the owners of the Underlying Securities pursuant to the terms thereof shall be allocated among the Certificateholders pro rata, in the proportion that the denomination of each Certificate bears to the aggregate denomination of all Certificates. (c) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder Certificateholder agrees so long as it is an owner thereof of such Certificate that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruingaccruing of, interest on the Underlying Securities underlying the Certificates held by such Holder Certificateholder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such HolderCertificateholder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder Certificateholder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying 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 Underlying Securities, the Trustee shall give notice to the Holders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities to instruct the Trustee as to the exercise of Voting Rights, if any, pertaining to such Underlying 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 Holders of record on such Record Date. Upon the written request of the applicable Holder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written request. The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder holder entitled to give such instructions. Notwithstanding the foregoing, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder holder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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. (b) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder agrees so long as it is an owner thereof that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruing, interest on the Underlying Securities underlying the Certificates held by such Holder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such Holder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying 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 ("voting rights") by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersCertificateholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Certificateholders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities (and to the extent of the voting rights allocated to the Certificateholders pursuant to subsection 5.15(b)), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Certificateholders of record on such Record Date. Upon the written request of the applicable HolderCertificateholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written requestrequest (in each case to the extent of the voting rights allocated pursuant to subsection 5.15(b) to such Certificateholder). The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Certificateholder entitled to give such instructions. Notwithstanding . (b) Unless otherwise specified in the foregoingapplicable Series Supplement, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counselvoting rights allocable to the owners of the Underlying Securities pursuant to the terms thereof shall be allocated among the Certificateholders pro rata, whether at in the request of any Holder or otherwise) proportion that the exercise denomination of each Certificate bears to the aggregate denomination of all Certificates. However, unless otherwise specified in the related Series Supplement if under the terms of the Underlying Securities, voting rights with respect may not be allocated on a pro rata basis pursuant to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amendedsubsection 5.15(b), the Trustee shall exercise vote in accordance with the instructions of a majority of the Certificateholders (based upon percentage interests) only if the Trustee has received an Opinion of Counsel to the effect that such voting rights vote will not affect the status of the Trust as a grantor trust for U.S. federal, state and local income and franchise tax purposes or any other tax consequences to the Trust or Certificateholders as specified in a manner that would the related Series Supplement, and, in the absence of such an Opinion of Counsel, the Trustee shall not result in any such sale or other disposition. The Trustee will have no responsibility vote with respect to undertake on its own initiative to determine that any exercise of voting rights will result in any such sale or other dispositionthe Underlying Securities. (bc) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder Certificateholder agrees so long as it is an owner thereof of such Certificate that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruingaccruing of, interest on the Underlying Securities underlying the Certificates held by such Holder Certificateholder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such HolderCertificateholder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder Certificateholder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying Securities. (a) Within five three 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 by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersUnitholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Unitholders will be entitled, subject to any applicable provision of law law, any applicable terms of such Underlying Securities and any applicable provisions of such Underlying Securities the Trust Agreement (and to the extent of the voting rights allocated to the Unitholders), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Unitholders of record on such Record Date. Upon record date. (b) Unless otherwise specified in the Trust Agreement the voting rights allocable to the owners of the Underlying 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 HolderUnitholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written request. The , provided, that the Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Unitholder entitled to give such instructions. (c) Notwithstanding Section 7.01(b), the Trustee must reject any vote to (i) alter the currency, amount or timing of payment of, or the method or rate of accruing, any principal or interest on the Underlying Securities underlying the Units held by such Unitholder or (ii) consent to any redemption or prepayment of the Underlying Securities underlying the Units held by such Unitholder or (iii) consent to the issuance of new obligations in exchange or substitution for any Underlying Securities pursuant to a plan or refunding of the Underlying Securities or any other offer for the Underlying 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 Underlying Securities (i) would not result in a “sale or other disposition” of such Underlying Securities within the meaning of Section 1001(a) of the Code and (ii) will not alter the classification of the Trust for Federal Income Tax Purposes. Notwithstanding The Trustee will not grant any consent (other than a unanimous consent) solicited from the foregoingowners of the Underlying 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 solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder Unitholder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "“sale or other disposition" ” of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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 dispositiondisposition 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. (b) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder agrees so long as it is an owner thereof that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruing, interest on the Underlying Securities underlying the Certificates held by such Holder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such Holder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying 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 ("voting rights") by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersCertificateholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Certificateholders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities (and to the extent of the voting rights allocated to the Certificateholders pursuant to subsection 5.14(b)), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Certificateholders of record on such Record Date. Upon the written request of the applicable HolderCertificateholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written requestrequest (in each case to the extent of the voting rights allocated pursuant to subsection 5.14(b) to such Certificateholder). The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Certificateholder entitled to give such instructions. Notwithstanding the foregoing, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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. (b) Unless otherwise specified in the applicable Series Supplement, the voting rights allocable to the owners of the Underlying Securities pursuant to the terms thereof shall be allocated among the Certificateholders pro rata, in the proportion that the denomination of each Certificate bears to the aggregate denomination of all Certificates. (c) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder Certificateholder agrees so long as it is an owner thereof of such Certificate that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruing, interest on the Underlying Securities underlying the Certificates held by such Holder Certificateholder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such HolderCertificateholder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder Certificateholder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying 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 ("voting rights") by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersCertificateholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Certificateholders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities (and to the extent of the voting rights allocated to the Certificateholders pursuant to subsection 5.15(b)), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Certificateholders of record on such Record Date. Upon the written request of the applicable HolderCertificateholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written requestrequest (in each case to the extent of the voting rights allocated pursuant to subsection [3.07(b)] to such Certificateholder). The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Certificateholder entitled to give such instructions. Notwithstanding the foregoing, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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. (b) Unless otherwise specified in the applicable Series Supplement, the voting rights allocable to the owners of the Underlying Securities pursuant to the terms thereof shall be allocated among the Certificateholders pro rata, in the proportion that the denomination of each Certificate bears to the aggregate denomination of all Certificates. (c) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwise, the Holder Certificateholder agrees so long as it is an owner thereof of such Certificate that it shall not grant any consent (i) to any conversion of the timing of payment of, or the method or rate of accruing, interest on the Underlying Securities underlying the Certificates held by such Holder Certificateholder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such HolderCertificateholder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect to the matters set forth in this Section nor shall it accept or take any action in respect of any consent, proxy or instructions received from any Holder Certificateholder in contravention of the provisions of this Section.

Voting Rights with Respect to Underlying Securities. (a) Within five (5) 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 ("Underlying Security Voting Rights") by, owners of any of the Underlying Securities, the Trustee shall give notice to the HoldersCertificateholders, setting forth (i) such information as is contained in such notice to owners of Underlying Securities, (ii) a statement that Holders the Certificateholders will be entitled, subject to any applicable provision of law and any applicable provisions of such Underlying Securities (and to the extent of the voting rights allocated to the Certificateholders pursuant to subsection 5.15(b)), to instruct the Trustee as to the exercise of Voting Rightsvoting rights, if any, pertaining to such Underlying 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 Holders Certificateholders of record on such Record Date. Upon the written request of the applicable HolderCertificateholder, 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 Underlying Securities, to vote in accordance with any nondiscretionary instruction set forth in such written requestrequest (in each case to the extent of the voting rights allocated pursuant to subsection 5.15(b) to such Certificateholder). The Trustee shall not vote except as specifically authorized and directed in written instructions from the applicable Holder Certificateholder entitled to give such instructions. Notwithstanding the foregoing, if the Trustee determines (based solely upon advice furnished by nationally recognized independent tax counsel, whether at the request of any Holder or otherwise) that the exercise of voting rights with respect to any Underlying Securities could result in a "sale or other disposition" of such Underlying Securities within the meaning of Section 1001(a) of the Code, as amended, 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. (b) By accepting delivery of a Certificate, whether upon original issuance or subsequent transfer, exchange or replacement thereof, and without regard to whether ownership is beneficial or otherwiseUnless otherwise specified in the applicable Series Supplement, the Holder agrees so long as it is an owner thereof that it shall not grant any consent (i) Underlying Security Voting Rights allocable to any conversion of the timing of payment of, or the method or rate of accruing, interest on the Underlying Securities underlying the Certificates held by such Holder or (ii) to any redemption or prepayment of the Underlying Securities underlying the Certificates held by such Holder. The Trustee shall not grant any consent solicited from the owners of the Underlying Securities underlying the Certificates with respect pursuant to the matters set forth terms thereof shall be allocated among the Certificateholders pro rata, in this Section nor shall it accept or take any action in respect the proportion that the denomination of any consent, proxy or instructions received from any Holder in contravention each Certificate bears to the aggregate denomination of the provisions of this Sectionall Certificates.