Common use of Certain Actions Relating to Underlying Certificates Clause in Contracts

Certain Actions Relating to Underlying Certificates. In the event that there are any matters arising under the Pooling and Servicing Agreement or the operative documents relating to transactions contemplated by the Pooling and Servicing Agreement which require the vote, consent or direction of the holders of the Underlying Certificates, the Trustee, as holder of the Underlying Certificates, shall vote the Underlying Certificates in accordance with the written instructions received from the Certificateholders evidencing at least a majority of the Percentage Interest in the Trust Certificates. Any Certificateholder that provides instructions to the Trustee pursuant to the preceding sentence shall also provide the Trustee and its officers, directors, agents and employees with an indemnity (which shall be satisfactory to the Trustee) for any loss, liability or expense incurred by the Trustee that arises out of, or in connection with, such instructions. In the absence of any instruction from the Certificateholders, the Trustee will abstain from taking any action with respect to any matter described in the first sentence of this Section 5.12. The Trustee shall forward to each Certificateholder copies of any communications received regarding matters that require action by holders of the Underlying Certificates.

Certain Actions Relating to Underlying Certificates. In the event that there are any matters arising under the Pooling and Servicing Agreement or the operative documents relating to transactions contemplated by the Pooling and Servicing Agreement which require the vote, consent or direction of the holders of the Underlying Certificates, the Trustee, as holder of the Underlying Certificates, shall vote the Underlying Certificates in accordance with the written instructions received from the Certificateholders evidencing at least a majority of the Percentage Interest in the Trust Certificates. Any Certificateholder that provides instructions to the Trustee pursuant to the preceding sentence shall also provide the Trustee and its officers, directors, agents and employees with an indemnity (which shall be satisfactory to the Trustee) for any loss, liability or expense incurred by the Trustee that arises out of, or in connection with, such instructions. In the absence of any instruction or indemnification from the Certificateholders, the Trustee will abstain from taking any action with respect to any matter described in the first sentence of this Section 5.12. The Trustee shall forward to each Certificateholder copies of any communications received regarding matters that require action by holders of the Underlying Certificates.

Certain Actions Relating to Underlying Certificates. In the event that there are any matters arising under the either Pooling and Servicing Agreement or the operative documents relating to transactions contemplated by the either Pooling and Servicing Agreement which require the vote, consent or direction of the holders of the related Underlying Certificates, the Trustee, as holder of the Underlying Certificates, shall vote the such Underlying Certificates in accordance with the written instructions received from the Certificateholders evidencing at least a majority of the Percentage Interest in the related Trust Certificates. Any Certificateholder that provides instructions to the Trustee pursuant to the preceding sentence shall also provide the Trustee and its officers, directors, agents and employees with an indemnity (which shall be satisfactory to the Trustee) for any loss, liability or expense incurred by the Trustee that arises out of, or in connection with, such instructions. In the absence of any instruction from the Certificateholders, the Trustee will abstain from taking any action with respect to any matter described in the first sentence of this Section 5.12. The Trustee shall forward to each Certificateholder copies of any communications received regarding matters that require action by holders of the related Underlying Certificates.