Common use of Voting Interest Clause in Contracts

Voting Interest. By executing this Agreement, First Union Bank of Delaware (the "Holder of the Voting Interest") shall acquire a 100% voting interest in the Trust (the "Voting Interest") and shall be deemed to have agreed to be bound by the terms and conditions set forth herein concerning the Voting Interest. Except as otherwise provided herein, the Holder of the Voting Interest shall have the sole power and authority to approve or disapprove actions requiring the approval or disapproval of Certificateholders. Except as otherwise provided herein, any action requiring the consent, approval or vote of Certificateholders shall be taken only upon the written consent, approval or vote of the Holder of the Voting Interest. In exercising such power and authority to give or withhold such consent, approval or vote, the Holder of the Voting Interest shall act only in accordance with and upon receipt of written instructions delivered to it by the Trustee (on which the Holder of the Voting Interest shall be fully protected in relying). The Holder of the Voting Interest shall have no obligation other than to exercise such power and authority in accordance with such instructions; provided, however, that no action may be taken that would increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Loans or distributions required to be made for the benefit of Certificateholders, or would adversely affect the Federal or state tax consequences to the Certificateholders, without the consent of all Certificateholders affected thereby. Notwithstanding any provision herein or in any other document to the contrary, the Holder of the Voting Interest shall not have any personal liability for any liability or obligation of the Trust, any action taken or omitted pursuant to any written instructions of the Trustee, or otherwise relating to the Trust or its serving as the Holder of the Voting Interest. The Holder of the Voting Interest may not sell, transfer, assign, pledge or otherwise convey, directly or indirectly, all or any part of the Voting Interest without the prior written consent of the Holder of the GP Interest. The Holder of the Voting Interest shall have no right to receive any amounts hereunder or under any other Basic Document or any other economic rights as a beneficial owner of the Trust, and, except as otherwise expressly set forth herein, the Voting Interest shall not be deemed a Certificate and the Holder of the Voting Interest shall not be deemed a Holder (except as to benefit afforded Holders). For purposes of the Business Trust Statute, the Voting Interest shall be deemed a separate class of beneficial ownership interest in the Trust from all other beneficial ownership interests in the Trust, and the Holder of the Voting Interest, as such, shall be deemed a separate class of beneficial owner of the Trust from all other beneficial owners of the Trust. The Voting Interest shall not be represented by a certificate.

Voting Interest. By executing this Agreement, On the Closing Date First Union Bank of Delaware (the "Holder of the Voting Interest") shall acquire a 100% voting interest in the Trust (the "Voting Interest") and shall be deemed to have agreed to be bound by the terms and conditions set forth herein concerning the Voting Interest. Except as otherwise provided herein, the Holder of the Voting Interest shall have the sole power and authority to approve or disapprove actions requiring the approval or disapproval of CertificateholdersCertificateholders in any of the Basic Documents. Except as otherwise provided herein, any action requiring the consent, approval or vote of the Certificateholders under any of the Basic Documents shall be taken only upon the written consent, approval or vote of the Holder of the Voting Interest. In exercising such power and authority to give or withhold such consent, approval or vote, the Holder of the Voting Interest shall act only in accordance with and upon receipt of written instructions delivered to it by the Trustee (on which the Holder of the Voting Interest shall be fully protected in relying). The Notwithstanding any provision herein or in any other document to the contrary, the Holder of the Voting Interest shall have no obligation other than to exercise such power and authority in accordance with such written instructions; provided, however, that no action may be taken that would increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Loans or distributions required to be made for the benefit of Certificateholders, or would adversely affect the Federal or state tax consequences to the Certificateholders, without the consent of all Certificateholders affected thereby. Notwithstanding any provision herein or in any other document to the contrary, the Holder of the Voting Interest shall not have any personal liability for any liability or obligation of the Trust, any action taken or omitted pursuant to any written instructions of the Trustee, or otherwise relating to the Trust or its serving as the Holder of the Voting Interest. The Holder of the Voting Interest may not sell, transfer, assign, pledge or otherwise convey, directly or indirectly, all or any part of the Voting Interest without the prior written consent of the Holder of the GP InterestInterest and the Security Insurer. The Holder of the Voting Interest shall have no right to receive any amounts hereunder or under any other Basic Document or any other economic rights as a beneficial owner of the Trust, Trust and, except as otherwise expressly set forth herein, the Voting Interest shall not be deemed a Certificate Certificateholder and the Holder of the Voting Interest shall not be deemed a Holder Certificateholder (except as to benefit benefits afforded HoldersCertificateholders). In no event shall the Owner Trustee owe any fiduciary duties to the Holder of the Voting Interest, nor shall the Owner Trustee be liable to the Certificateholders for any action or omission taken or omitted to be taken at the direction of the Holder of the Voting Interest. For purposes of the Business Trust Statute, the Voting Interest shall be deemed a separate class of beneficial ownership interest in the Trust from all other beneficial ownership interests in the Trust, and the Holder of the Voting Interest, as such, shall be deemed a separate class of beneficial owner of the Trust from all other beneficial owners of the Trust. The Voting Interest shall not be represented by a certificate.

Voting Interest. By executing Notwithstanding anything to the contrary contained in this Agreement, First Union Bank of Delaware (the "Holder Board in its sole discretion may determine to submit a matter concerning the Partnership for the approval of the Partners (and shall set forth in a written notice to the Limited Partners entitled to vote thereon the time, place and purpose of any meeting relating to such approval). In any situation where the Board determines to submit a matter for the approval of the Partners so entitled to vote thereon, such Partners shall act through a meeting or written consent. Acts approved by a Majority in Voting Interest") shall acquire a 100% voting interest in the Trust (the "Voting Interest") and Interest shall be deemed to have agreed to be bound been approved by the terms and conditions set forth herein concerning the Voting Interest. Except as otherwise provided herein, the Holder all of the Partners. Each Voting Interest Unit shall represent one vote and all Voting Units shall vote together as a single class and, for the avoidance of doubt, no class or series of Units shall have the sole power and authority right to approve vote as a separate class or disapprove actions requiring series in connection with any matter submitted for the approval of the Partners. The actions by the Partners entitled to vote or disapproval of Certificateholders. Except as otherwise provided herein, any action requiring the consent, approval or vote of Certificateholders shall consent may be taken only upon the written consent, approval or by vote of the Holder Partners entitled to vote or consent at a meeting or by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by the Partners having not less than the minimum number of Voting Units that would be necessary to authorize or take such action at a meeting at which all Partners entitled to vote thereon were present and voted; provided that no holder of Voting Units shall execute any written consent to a partnership action taken by the Partners without a meeting on which any holder of Voting Units would have been entitled to vote if such action were taken at a meeting until all holders of Voting Units have been given at least two business days’ prior written notice of such action or the holders of not less than a majority of the Voting InterestSummit Units have executed such written consent. In exercising such power and authority Any Partner entitled to give vote at a meeting of Partners or withhold such consent, approval to express consent to Partnership action in writing without a meeting may authorize another person or vote, the Holder of the Voting Interest shall persons to act only in accordance with and upon receipt of written instructions delivered to for it by proxy. An authentic reproduction (e.g., facsimile or PDF) of a writing executed by the Trustee Partner shall (on which the Holder if stated thereon) be treated as a proxy executed in writing for purposes of the Voting Interest this Section 5.11. No proxy shall be fully protected in relying)voted or acted upon after six months from the date thereof, unless the proxy provides for a longer period. The Holder of the Voting Interest shall have no obligation other than to exercise such power and authority in accordance with such instructions; provided, however, that no action may be taken that would increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Loans or distributions required to be made for the benefit of Certificateholders, or would adversely affect the Federal or state tax consequences to the Certificateholders, without the consent of all Certificateholders affected thereby. Notwithstanding any provision herein or in any other document to the contrary, the Holder of the Voting Interest shall not have any personal liability for any liability or obligation of the Trust, any action taken or omitted pursuant to any written instructions of the Trustee, or otherwise relating to the Trust or its serving as the Holder of the Voting Interest. The Holder of the Voting Interest may not sell, transfer, assign, pledge or otherwise convey, directly or indirectly, all or any part of the Voting Interest without the prior written consent of the Holder of the GP Interest. The Holder of the Voting Interest shall have no right to receive any amounts hereunder or under any other Basic Document or any other economic rights as a beneficial owner of the Trust, and, except as otherwise expressly set forth herein, the Voting Interest shall not be deemed a Certificate and the Holder of the Voting Interest shall not be deemed a Holder (except as to benefit afforded Holders). For purposes of the Business Trust Statute, the Voting Interest A proxy shall be deemed a separate class of beneficial ownership interest in revocable unless the Trust from all other beneficial ownership interests in proxy form conspicuously states that the Trust, proxy is irrevocable and that the Holder of the Voting Interest, as such, shall be deemed a separate class of beneficial owner of the Trust from all other beneficial owners of the Trust. The Voting Interest shall not be represented by a certificateproxy is coupled with an interest.

Voting Interest. By executing acceptance and agreement to this Agreement, First Union Norwest Bank of Delaware Minnesota, National Association (the "Holder of the Voting Interest") shall acquire a 100% voting interest in the Trust (the "Voting Interest") and shall be deemed to have agreed to be bound by the terms and conditions set forth herein concerning the Voting InterestInterest and shall be entitled to all rights of the Holder of the Voting Interest hereunder. Except as otherwise provided herein, the Holder of the Voting Interest shall have the sole power and authority to approve or disapprove actions requiring the approval or disapproval of any Class of Certificateholders. Except as otherwise provided herein, any action requiring the consent, approval or vote of any Class of Certificateholders shall be taken only upon the written consent, approval or vote of the Holder of the Voting Interest. In exercising such power and authority to give or withhold such consent, approval or vote, the Holder of the Voting Interest shall act only in accordance with and upon receipt of written instructions delivered to it by the Indenture Trustee (on which the Holder of the Voting Interest shall conclusively rely and shall be fully protected for all purposes in so relying). The Holder of the Voting Interest shall have no duty or obligation other than to exercise such power and authority in accordance with such written instructions and shall have no liability or obligation to act in the absence of such written instructions; provided, however, that no should the written instructions of the Indenture Trustee, instruct the Holder of the Voting Interest to take any action may be taken that that, in the reasonable judgment of the Holder of the Voting Interest would increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Loans or distributions required to be made for the benefit of any Class of Certificateholders, or would adversely affect the Federal federal or state tax consequences to any Class of Certificateholders, the Holder of Voting Interest shall not be required to take such action except upon receipt of the written consent of all Certificateholders of each Class affected thereby to such action (or, in connection with any requested action that the Holder of Voting Interest believes may adversely affect the federal or state tax consequences to the Certificateholders, without upon receipt of an opinion of counsel acceptable to the consent Holder of Voting Interest, which opinion shall not be an expense of the Holder of Voting Interest, to the effect that such action will not adversely affect the federal or state tax consequences to such Class or Classes of Certificateholders). The Owner Trustee shall cooperate with the Holder of the Voting Interest in coordinating and providing any required communication with any Class of Certificateholders, including providing to the Holder of Voting Interest, upon request, a certified listing of names and addresses of all Certificateholders affected therebyupon which the Holder of Voting Interest may conclusively rely. Notwithstanding any provision herein or in any other document to the contrary, the Holder of the Voting Interest shall not have any personal liability for any liability duties, responsibilities, obligations or obligation actions of the TrustTrust or any other person or entity, any action taken or omitted pursuant to any written instructions of the Indenture Trustee, or otherwise relating to the Trust or its serving as the Holder of the Voting InterestInterest except for liability relating solely to its own willful misconduct, bad faith or gross negligence. The Holder of the Voting Interest may not sell, transfer, assign, pledge or otherwise convey, directly or indirectly, all or any part of the Voting Interest without the prior written consent of the Holder of the GP Special Interests; PROVIDED, HOWEVER, that upon any merger, consolidation or transfer of the corporate trust business of the Holder of the Voting Interest or sale of substantially all of the assets of the corporate trust business of the Holder of the Voting Interest, all rights, duties and obligations of the Holder of Voting Interest hereunder shall transfer to any successor to the Holder of the Voting Interest or its corporate trust business without any further action. The Holder of the Voting Interest shall have no right to receive any amounts hereunder or under any other Basic Document or any other economic rights as a beneficial owner of the Trust, and, except as otherwise expressly set forth herein, the Voting Interest shall not be deemed a Certificate of any Class and the Holder of the Voting Interest shall not be deemed a Holder (except as to benefit afforded Holders). For purposes of the Business Trust Statute, the Voting Interest shall be deemed a separate class of beneficial ownership interest in the Trust from all other beneficial ownership interests in the Trust, and the Holder of the Voting Interest, as such, shall be deemed a separate class of beneficial owner of the Trust from all other beneficial owners of the Trust. The Voting Interest shall not be represented by a certificate. The Holder of Special Interests hereby indemnifies and holds harmless each of Norwest Bank Minnesota, National Association and each of its directors, officers, employees and agents, and its and their respective successors and assigns, as applicable, from and against any and all losses, liabilities, claims, charges, damages, fines, penalties, judgments, actions, suits, costs and expenses of any kind or nature (including reasonable attorneys' fees and expenses and reasonable fees and expenses of experts) imposed on, incurred by, or asserted against any such person or entity in any way related to or arising out of Norwest Bank Minnesota, National Association acting as the Holder of Voting Interest hereunder, except to the extent caused by such person's bad faith, gross negligence or willful misconduct. In particular, the Holder of Special Interests hereby agrees promptly to reimburse the Holder of Voting Interest for all costs and expenses incurred by the Holder of Voting Interest in connection with the performance of its obligations hereunder, including any costs of notices or distributions to any of Certificateholders. These indemnification and reimbursement provisions shall survive the termination of the this Trust Agreement and the resignation or removal of the Holder of Voting Interest hereunder.

Voting Interest. By executing acceptance and agreement to this Agreement, First Union Norwest Bank of Delaware Minnesota, National Association, (the "Holder of the Voting Interest") shall acquire a 100% voting interest in the Trust (the "Voting Interest") and shall be deemed to have agreed to be bound by the terms and conditions set forth herein concerning the Voting InterestInterest and shall be entitled to all rights of the Holder of the Voting Interests hereunder. Except as otherwise provided herein, the Holder of the Voting Interest shall have the sole power and authority to approve or disapprove actions requiring the approval or disapproval of Certificateholders. Except as otherwise provided herein, any action requiring the consent, approval or vote of Certificateholders shall be taken only upon the written consent, approval or vote of the Holder of the Voting Interest. In exercising such power and authority to give or withhold such consent, approval or vote, the Holder of the Voting Interest shall act only in accordance with and upon receipt of written instructions delivered to it by the Note Insurer or by the Indenture Trustee with the prior written consent of the Note Insurer (on which the Holder of the Voting Interest shall conclusively rely and shall be fully protected for all purposes in so relying). The Holder of the Voting Interest shall have no duty or obligation other than to exercise such power and authority in accordance with such written instructions and shall have no liability or obligation to act in the absence of such written instructions; provided, however, that no should the written instructions of the Note Insurer or the Indenture Trustee, as the case may be, instruct the Holder of the Voting Interest to take any action may be taken that that, in the reasonable judgment of the Holder of the Voting Interests would increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Loans or distributions required to be made for the benefit of Certificateholders, or would adversely affect the Federal or state tax consequences to the Certificateholders, without Certificateholders the Holder of Voting Interest shall not be required to take such action except upon receipt of the written consent of all Certificateholders affected therebyto such action (or, in connection with any requested action that the Holder of Voting Interest believes may adversely affect the Federal or state tax consequences to the Certificateholders, upon receipt of an opinion of counsel acceptable to the Holder of Voting Interest, which opinion shall not be an expense of the Holder of Voting Interest, to the effect that such action will not adversely affect the Federal or state tax consequences to the Certificateholders). The Owner Trustee shall cooperate with the Holder of the Voting Interest in coordinating and providing any required communication with Certificateholders, including providing to the Holder of Voting Interest, upon request, a certified listing of names and addresses of Certificateholders upon which the Holder of Voting Interest may conclusively rely. Notwithstanding any provision herein or in any other document to the contrary, the Holder of the Voting Interest shall not have any personal liability for any liability duties, responsibilities, obligations or obligation actions of the TrustTrust or any other person or entity, any action taken or omitted pursuant to any written instructions of the TrusteeNote Insurer or the Indenture Trustee with the written consent of the Note Insurer, or otherwise relating to the Trust or its serving as the Holder of the Voting InterestInterest except for liability relating solely to its own willful misconduct, bad faith or gross negligence. The Holder of the Voting Interest may not sell, transfer, assign, pledge or otherwise convey, directly or indirectly, all or any part of the Voting Interest without the prior written consent of the Holder of the GP Special Interest and the Note Insurer; PROVIDED, HOWEVER, that upon any merger, consolidation or transfer of the corporate trust business of the Holder of the Voting Interest or sale of substantially all of the assets of the corporate trust business of the Holder of the Voting Interest, all rights, duties and obligations of the Holder of Voting Interest hereunder shall transfer to any successor to the Holder of the Voting Interest or its corporate trust business without any further action. The Holder of the Voting Interest shall have no right to receive any amounts hereunder or under any other Basic Document or any other economic rights as a beneficial owner of the Trust, and, except as otherwise expressly set forth herein, the Voting Interest shall not be deemed a Certificate and the Holder of the Voting Interest shall not be deemed a Holder (except as to benefit afforded Holders). For purposes of the Business Trust Statute, the Voting Interest shall be deemed a separate class of beneficial ownership interest in the Trust from all other beneficial ownership interests in the Trust, and the Holder of the Voting Interest, as such, shall be deemed a separate class of beneficial owner of the Trust from all other beneficial owners of the Trust. The Voting Interest shall not be represented by a certificate. The Holder of Special Interest hereby indemnifies and holds harmless each of Norwest Bank Minnesota, National Association and each of its directors, officers, employees and agents, and its and their respective successors and assigns, as applicable, from and against any and all losses, liabilities, claims, charges, damages, fines, penalties, judgments, actions, suits, costs and expenses of any kind or nature (including reasonable attorneys' fees and expenses and reasonable fees and expenses of experts) imposed on, incurred by, or asserted against any such person or entity in any way related to or arising out of Norwest Bank Minnesota, National Association acting as the Holder of Voting Interest hereunder, except to the extent caused by such person's bad faith, gross negligence or willful misconduct. In particular, the Holder of Special Interest hereby agrees promptly to reimburse the Holder of Voting Interest for all costs and expenses incurred by the Holder of Voting Interest in connection with the performance of its obligations hereunder, including any costs of notices or distributions to Certificateholders. These indemnification and reimbursement provisions shall survive the termination of the this Trust Agreement and the resignation or removal of the Holder of Voting Interest hereunder.

Voting Interest. By executing this Agreement, On the Closing Date First Union Bank of Delaware (the "Holder of the Voting Interest") shall acquire a 100% voting interest in the Trust (the "Voting Interest") and Interest").and shall be deemed to have agreed to be bound by the terms and conditions set forth herein concerning the Voting Interest. Except as otherwise provided herein, the Holder of the Voting Interest shall have the sole power and authority to approve or disapprove actions requiring the approval or disapproval of CertificateholdersCertificateholders in any of the Basic Documents. Except as otherwise provided herein, any action requiring the consent, consent approval or vote of the Certificateholders under any of the Basic Documents shall be taken only upon the written consent, approval or vote of the Holder of the Voting Interest. In exercising such power and authority to give or withhold such consent, approval or vote, the Holder of the Voting Interest shall act only in accordance with and upon receipt of written instructions delivered to it by the Trustee (on which the Holder of the Voting Interest shall be fully protected in relying). The Holder of the Voting Interest shall have no obligation other than to exercise such power and authority in accordance with such written instructions; provided, however, that no action may be taken that would increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on Loans or distributions required to be made for the benefit of Certificateholders, or would adversely affect the Federal or state tax consequences to the Certificateholders, without the consent of all Certificateholders affected thereby. Notwithstanding any provision herein or in any other document to the contrary, the Holder of the Voting Interest shall not have any personal liability for any liability or obligation of the Trust, any action taken or omitted pursuant to any written instructions of the Trustee, or otherwise relating to the Trust or its serving as the Holder of the Voting Interest. The Holder of the Voting Interest may not sell, transfer, assign, pledge or otherwise convey, directly or indirectly, all or any part of the Voting Interest without the prior written consent of the Holder of the GP InterestInterest and the Security Insurer. The Holder of the Voting Interest shall have no right to receive any amounts hereunder or under any other Basic Document or any other economic rights as a beneficial owner of the Trust, Trust and, except as otherwise expressly set forth herein, the Voting Interest shall not be deemed a Certificate Certificateholder and the Holder of the Voting Interest shall not be deemed a Holder Certificateholder (except as to benefit benefits afforded HoldersCertificateholders). In no event shall the Owner Trustee owe any fiduciary duties to the Holder of the Voting Interest, nor shall the Owner Trustee be liable to the Certificateholders for any action or omission taken or omitted to be taken at the direction of the Holder of the Voting Interest. For purposes of the Business Trust Statute, the Voting Interest shall be deemed a separate class of beneficial ownership interest in the Trust from all other beneficial ownership interests in the Trust, and the Holder of the Voting Interest, as such, shall be deemed a separate class of beneficial owner of the Trust from all other beneficial owners of the Trust. The Voting Interest shall not be represented by a certificate.