Common use of Directions by Certificateholders and Duties of Trustee During Event of Default Clause in Contracts

Directions by Certificateholders and Duties of Trustee During Event of Default. During the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund or 51% of the aggregate Percentage Interests of any Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement; PROVIDED, HOWEVER, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHER, that, subject to the provisions of Section 8.1, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Class Notional Amount) of the aggregate Percentage Interests of any each Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor servicer Master Servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement or the Servicing Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement or the Servicing Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or thereunder or in relation hereto or thereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunderServicer under the Servicing Agreement) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDEDprovided, FURTHERfurther, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund or 51% of the aggregate Percentage Interests of any Class of Certificates may direct the time, method and place of conducting any proceeding for any 84 remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; and, PROVIDEDprovided, FURTHERfurther, that, subject to the provisions of Section 8.1, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Class Notional Amount or Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as servicer master Servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; andand provided, PROVIDEDfurther, FURTHER, that, that subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Sections 6.16 and 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Certificate Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as servicer Master Servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, (a) determines that the action or proceeding so directed may not lawfully be taken or if the Trustee (b) in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount or 51% Class Notional Amount (or Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunderunder the Servicing Agreement) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline 84 to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Balance (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial for which it is not indemnified to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3.its satisfaction. 110

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDED, HOWEVER, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunderservicer) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this AgreementAgreement or the Servicing Agreements; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement or the Servicing Agreements (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunderservicer) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund or 51% of the aggregate Percentage Interests of any Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement; PROVIDED, HOWEVER, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, 77 FURTHER, that, subject to the provisions of Section 8.1, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Balance (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the 150 Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial for which it is not indemnified to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3its satisfaction.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Class Notional Amount) of the aggregate Percentage Interests of any each Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the 110 Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Class Notional Amount) of the aggregate Percentage Interests of any each Class of Certificates may may, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders Certificateholders, shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDEDprovided, FURTHERfurther, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement or the Servicing Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement or the Servicing Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunderservicer) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3.Certificateholders. 105

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Class Notional Amount) of the aggregate Percentage Interests of any each Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the [Master] Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During | Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Class Notional Amount) of the aggregate Percentage Interests of any each Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Balance (or 51% 109 Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial for which it is not indemnified to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3its satisfaction.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Balance (or 51% 139 Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial for which it is not indemnified to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3its satisfaction.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this AgreementAgreement or the Servicing Agreements; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement or the Servicing Agreements (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the a Servicer or any successor servicer from its rights and duties as servicer hereunderservicer) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; andand provided, PROVIDEDfurther, FURTHER, that, that subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Class Notional Amount) of the aggregate Percentage Interests of any each Class of affected Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the a Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Class Notional Amount) of the aggregate Percentage Interests of any each Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3.Certificateholders. 100

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders. 117941 Sequoia 2004-9 Pooling and Servicing Agmt.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Certificate Principal Amount (or 51% Aggregate Notional Amount) of the aggregate Percentage Interests of any each Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25[___]% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates may affected thereby may, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund or 51% of the aggregate Percentage Interests of any Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the related Servicer or any successor servicer from its rights and duties as servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; and, PROVIDEDprovided, FURTHERfurther, that, subject to the provisions of Section 8.1, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or 221575 Sequoia 2007-2 Pooling and Servicing Agmt. defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund or 51% of the aggregate Percentage Interests of any Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement; PROVIDED, HOWEVER, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.1, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount or 51% Class Notional Amount (or Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; andand provided, PROVIDEDfurther, FURTHER, that, that subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the 109323 Sequoia 2004-5 Pooling and Servicing Agmt. 84 terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Amount or 51% Class Notional Amount (or Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates may affected thereby may, direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Certificate Principal Amount (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Certificate Principal Amount (or 51% Aggregate Notional Amount) of the aggregate Percentage Interests of any each Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Balance (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial for which it is not indemnified to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3.its satisfaction. 119

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Balance (or 51% 144 Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial for which it is not indemnified to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3its satisfaction.

Directions by Certificateholders and Duties of Trustee During Event of Default. During the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, not less than 25% of the Trust Fund or 51% of the aggregate Percentage Interests of any Class of Certificates may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Servicer or any successor servicer from its rights and duties as servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or therebythereby and; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.1, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3.

Directions by Certificateholders and Duties of Trustee During Event of Default. During Subject to the provisions of Section 8.01 hereof, during the continuance of any Event of Default, Holders of Certificates evidencing, in aggregate, evidencing not less than 25% of the Trust Fund Class Principal Balance (or 51% Percentage Interest) of the aggregate Percentage Interests of any each Class of Certificates affected thereby may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising 105 any trust or power conferred upon the Trustee Trustee, under this Agreement; PROVIDEDprovided, HOWEVERhowever, that the Trustee shall be under no obligation to pursue any such remedy, or to exercise any of the trusts or powers vested in it by this Agreement (including, without limitation, (i) the conducting or defending of any administrative action or litigation hereunder or in relation hereto and (ii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) at the request, order or direction of any of the Certificateholders, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity reasonably satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby; and, PROVIDED, FURTHERprovided further, that, subject to the provisions of Section 8.18.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability or be unjustly prejudicial for which it is not indemnified to the non-assenting Certificateholders or if the Trustee has received contrary directions pursuant to this Section 7.3its satisfaction.