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 Voting Rights aggregating not less than 25% (or such other percentage as may be required herein) of 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 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, (a) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, and (b) 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 satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby and, provided further, that, subject to the provisions of Section 9.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of personal liability or be unjustly prejudicial to the non-assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Balance (or such other percentage as may be required hereinPercentage Interest) of 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) the terminating of (a) the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) and (b) WMMSC or any successor servicer to WMMSC from its rights and duties as a 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 thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability or be unjustly prejudicial for which it is not indemnified to the non-assenting Certificateholdersits satisfaction.

Directions by Certificateholders and Duties of Trustee During Event of Default. During the continuance of any Event of Default, Holders of Certificates evidencing Voting Rights aggregating not less than 25% (or such other percentage as may be required herein) of 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 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, (a) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, and (b) the terminating of the a Master Servicer or any successor master 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 satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby and, provided further, that, subject to the provisions of Section 9.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of personal liability or be unjustly prejudicial to the non-assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may may, with the consent of the NIMS Insurer, 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 CertificateholdersCertificateholders or the NIMS Insurer, unless such Certificateholders or the NIMS Insurer shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders. For purposes of the foregoing, in the event of any inconsistency or conflict between the instructions of the NIMS Insurer, on the one hand, and the instructions of the Certificateholders, on the other, the Trustee shall follow the instructions of the NIMS Insurer subject to the last proviso of the immediately preceding sentence.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may may, with the consent of any NIMS Insurer, 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 CertificateholdersCertificateholders or any NIMS Insurer, unless such Certificateholders or any NIMS Insurer shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.01, that the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon in accordance with an Opinion of CounselCounsel acceptable to any NIMS Insurer, 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During the continuance of any Event of Default, Holders of Certificates evidencing Voting Rights aggregating not less than 25% (or such other percentage as may be required herein) of 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 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, (a) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, and (b) the terminating of the Master Servicer or any successor master 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 satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby and, provided further, that, subject to the provisions of Section 9.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or or, subject to the provisions of Section 9.01, if the Trustee in good faith determines that the action or proceeding so directed would subject the Trustee it to a risk of personal liability or be unjustly prejudicial to the non-assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of 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, (ai) the conducting or 125547 Sequoia 2004-11 Pooling and Servicing Agmt. defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may (with the consent of any NIMS Insurer) 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 CertificateholdersCertificateholders or any NIMS Insurer, unless such Certificateholders or any NIMS Insurer shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon in accordance with an Opinion of CounselCounsel acceptable to any NIMS Insurer, 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders.

Directions by Certificateholders and Duties of Trustee During Event of Default. During the continuance of any Event of Default, Holders of Certificates evidencing Voting Rights aggregating not less than 25% (or such other percentage as may be required herein) a majority of each Class of Certificates affected thereby the Aggregate Certificate Balance 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, (a) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, and (b) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master servicer 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 indemnification satisfactory to it the Trustee against the costs, expenses and liabilities which may be incurred therein or thereby and, provided provided, further, that, subject to the provisions of Section 9.01, that the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon in accordance with an Opinion of CounselCounsel (obtained at the expense of the Trust Fund), 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 subject the Trustee to a risk of involve it in personal liability or be unjustly prejudicial to the non-assenting Certificateholders. The Trustee or any successor Servicer shall, upon gaining access to the Accounts after termination of the Servicer's rights and obligations pursuant to Section 7.1 hereof, apply the proceeds of any Account to pay any portion of the required debt service payment on the Mortgage Notes if the Servicer has not made a Interest Advance with respect to such amount as required pursuant to Section 3.17 hereof.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) the 98795 Sequoia 2004-1 Pooling and Servicing Agmt. 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 satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may (with the consent of any NIMS Insurer, except that in the case of the Class 3-A2 Certificateholders, the consent of the NIMS Insurer shall not be required ) 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 CertificateholdersCertificateholders or any NIMS Insurer, unless such Certificateholders or any NIMS Insurer shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon in accordance with an Opinion of CounselCounsel acceptable to any NIMS Insurer, 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may may, with the consent of any NIMS Insurer and the Certificate Insurer (except that in the case of the Class A2 Certificateholders, the consent of the NIMS Insurer shall not be required ), 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 CertificateholdersCertificateholders or any NIMS Insurer, unless such Certificateholders or any NIMS Insurer shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon in accordance with an Opinion of CounselCounsel acceptable to any NIMS Insurer, 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may may, with the consent of any NIMS Insurer (or the Certificate Insurer in the event that there is no NIMS Insurer), 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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, or any NIMS Insurer (or the Certificate Insurer in the event that there is no NIMS Insurer), unless such Certificateholders Certificateholders, or any NIMS Insurer (or the Certificate Insurer in the event that there is no NIMS Insurer), shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Trustee 213965 Sequoia 2007-1 Pooling and Servicing Agmt. in good faith determines that the action or proceeding so directed would subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.01, that the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon an Opinion of Counsel, Trustee 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinClass Notional Amount) of each Class of Certificates affected thereby may may, with the consent of any NIMS Insurer, 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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, or any NIMS Insurer, unless such Certificateholders Certificateholders, or any NIMS Insurer, shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may may, with the consent of any NIMS Insurer and the Certificate Insurer, 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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, or any NIMS Insurer, unless such Certificateholders Certificateholders, or any NIMS Insurer, shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of 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 Mortgage Loan Servicing 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 or the Mortgage Loan Servicing Agreement (including, without limitation, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) the terminating of the Master Servicer or any successor master servicer from its rights and duties as master 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 satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may may, with the consent of the NIMS Insurer, 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 CertificateholdersCertificateholders or the NIMS Insurer, unless such Certificateholders or the NIMS Insurer shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon in accordance with an Opinion of CounselCounsel acceptable to the NIMS Insurer, 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Balance (or such other percentage as may be required hereinPercentage Interest) of 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 108 or powers vested in it by this Agreement (including, without limitation, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) the terminating of (a) the Master Servicer or any successor master servicer from its rights and duties as master servicer hereunder) and (b) WMMSC or any successor servicer to WMMSC from its rights and duties as a 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 thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability or be unjustly prejudicial for which it is not indemnified to the non-assenting Certificateholdersits 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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may may, with the consent of the NIMS Insurer, 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 CertificateholdersCertificateholders or any NIMS Insurer, unless such Certificateholders or any NIMS Insurer shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon in accordance with an Opinion of CounselCounsel acceptable to any NIMS Insurer, 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may may, with the consent of the NIMS Insurer, 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 CertificateholdersCertificateholders or the NIMS Insurer, unless such Certificateholders or the NIMS Insurer shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders. For purposes of the foregoing, in the event of any inconsistency or conflict between the instructions of the NIMS Insurer, on the one hand, and the instructions of the Certificateholders, on the other, the Trustee shall follow the instructions of the NIMS Insurer subject to the last proviso of the immediately preceding sentence.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may (with the consent of any NIMS Insurer, except that in the case of the Class 3-A3 Certificateholders, the consent of the NIMS Insurer shall not be required ) 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 CertificateholdersCertificateholders or any NIMS Insurer, unless such Certificateholders or any NIMS Insurer shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon in accordance with an Opinion of CounselCounsel acceptable to any NIMS Insurer, 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-non assenting Certificateholders.

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 Voting Rights aggregating not less than 25% of the Class Principal Amount (or such other percentage as may be required hereinPercentage Interest) of each Class of Certificates affected thereby may direct the time, method 150029 Sequoia 2005-3 Pooling and Servicing Agmt. 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, (ai) the conducting or defending of any administrative action or litigation hereunder or in relation hereto, hereto and (bii) 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 satisfactory to it against the costscost, expenses and liabilities which may be incurred therein or thereby thereby; and, provided further, that, subject to the provisions of Section 9.018.01, the Trustee shall have the right to decline to follow any such direction if the Trustee, based upon 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 subject the Trustee to a risk of involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Certificateholders.