Common use of Limitation of Suits Clause in Contracts

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders Noteholders of Notes evidencing not less than 25% of the Outstanding Amount principal amount of the Controlling Class of Notes Outstanding have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder Noteholder or Holders Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty-day period by the Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount principal amount of the Controlling Class of NotesNotes Outstanding. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNoteholders, each representing evidencing less than a majority of the Outstanding Amount principal amount of the Controlling Class of NotesNotes Outstanding, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Outstanding Amount of the Controlling Note Class of Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Note Class of Notes. It ; (f) such Event of Default actually shall have occurred and shall be continuing; and (g) a Note Insurer Default shall have occurred and is continuing or no Class A Notes shall be Outstanding and all amounts owing to the Note Insurer have been paid in full; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Principal Amount of the Controlling Note Class of Notes, the Indenture Trustee shall act at submit the direction matter to a vote of the group representing the greater percentage of the Outstanding Amount Controlling Note Class of Notes and if there is no such group then in its sole discretion may to determine what action, if any, shall be taken, notwithstanding any other provisions of this the Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Outstanding Amount of the Controlling Note Class of Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Note Class of Notes. It is ; and (f) such Event of Default actually shall have occurred and shall be continuing; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Note Class of Notes, the Indenture Trustee shall act at submit the direction matter to a vote of the group representing the greater percentage of the Outstanding Amount Controlling Note Class of Notes and if there is no such group then in its sole discretion may to determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.17 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) (A) prior to the Holders payment in full of not less than the Offered Notes, the Noteholders evidencing 25% of the aggregate Outstanding Amount Principal Balance of the Controlling Class all Classes of Offered Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder and (B) from and after the payment in full of the Offered Notes, the Class F Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class F Notes have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) (A) prior to the payment in full of the Offered Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of a majority of the Outstanding Amount Principal Balance of the Controlling Offered Notes and (B) from and after payment in full of the Offered Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of a majority of the Outstanding Principal Balance of the Class of F Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount of the Controlling Class of NotesPrincipal Balance, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 10.17 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount aggregate Note Balance (for which purpose the Class A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount aggregate Note Balance of the Controlling Notes (for which purpose the Class of NotesA-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) or by the Credit Enhancer. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount aggregate Note Balance of the Controlling Notes (for which purpose the Class of NotesA-IO Notes will be deemed to have a Note Balance equal to their Notional Amount), the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Subject to Section 5.8 and Section 6.8, no Holder of any Class A Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Indenture Event of Default; (ii) (A) the Holders Indenture Event of not less than 25% of Default arises from the Outstanding Amount of Seller's or the Controlling Class of Notes Servicer's failure to remit payments under the Sale and Servicing Agreement when due or (B) the Majority Noteholders shall have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Indenture Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 30 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 30-day period by the Holders of a majority of the Outstanding Amount of period; and (vi) the Controlling Class of NotesParty has given its prior written consent. It is it being understood and intended that no one or more Holders of Class A Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Class A Noteholders. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionClass A Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class of A Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: : (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; ; (ii) the Holders of Notes evidencing not less than 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; ; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; ; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day 60‑day period by the Holders of a majority Notes evidencing not less than 51% of the Outstanding Amount Note Balance of the Controlling Class of NotesClass. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority 51% of the Outstanding Amount Note Balance of the Controlling Class of NotesClass, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. So long as the Majority Certificateholder owns 100% of the Securities, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the foregoing and the provisions of Section 10.15 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount aggregate Note Principal Balance of the Controlling Class of Notes have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee Trustee, for 60 days after its receipt of such notice, notice of request and offer of indemnity indemnity, has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount Note Principal Balances of the Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to a TMP Trigger Event, with respect to the meeting of the conditions for a REMIC Conversion or with respect to a REMIC Conversion. Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount Note Principal Balances of the Controlling Class of Notes, the Indenture Trustee shall act at take such action as requested by the direction Holders representing the highest amount (in the aggregate) of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be takenNote Principal Balances, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Rate Reduction Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Financing Act or to avail itself of the right to foreclose on the RRB Collateral or otherwise enforce the Lien and the security interest on the RRB Collateral with respect to this IndentureIndenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder previously has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% a majority of the Outstanding Amount of the Controlling Class of Notes Rate Reduction Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is Rate Reduction Bonds; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionHolders, each representing less than a majority of the Outstanding Amount of the Controlling Class of NotesRate Reduction Bonds, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) hereunder unless such Holder has previously given written notice to the Indenture Trustee of a continuing x xxxtinuing Event of Default;, and: (iia) the Event of Default arises from the Servicer's failure to remit payments when due; or (b) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates) have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders hereunder and have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) , the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) , and no direction inconsistent with such that written request has been given to the Indenture Trustee during such 60 the 60-day period by the Holders holders of a majority in principal amount of the Outstanding Amount of the Controlling Class those outstanding Notes (or relevant class or classes of Notes). It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trusteetrustee in bankruptcy, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of related Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiiii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iviii) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (viv) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of related Notes. It is ; and (v) an Note Insurer Default shall have occurred and be continuing; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this Sectionrelated Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class of related Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is Class; it being understood and intended that no one Holder or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all Noteholders. In For the event protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of NotesClass, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Other than in connection with a dispute resolution pursuant to Section 3.17 of the Sale and Servicing Agreement, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: : (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; ; (ii) the Holders of Notes evidencing not less than 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; ; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; ; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day 60‑day period by the Holders of a majority Notes evidencing not less than 51% of the Outstanding Amount Note Balance of the Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority 51% of the Outstanding Amount Note Balance of the Controlling Class of Notes, the Indenture Trustee shall act at will take action in accordance with the direction request given by the Holders representing the greatest Note Balance of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureNotes.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of DefaultRapid Amortization Event; (ii) the Holders of not less than 2550% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding with respect to the Notes in respect of such Rapid Amortization Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is ; and (vi) an Insurer Default shall have occurred and be continuing; it being understood and intended that no one or more Holders Holder of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders Holder of Notes or to obtain or to seek to obtain priority or preference over any other Holders Holder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionControlling Class Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the take direction of from the group providing indemnity and representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be takenthe Controlling Class Notes, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of DefaultRapid Amortization Event; (ii) the Holders of not less than 2550% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding with respect to the Notes in respect of such Rapid Amortization Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is ; and (vi) the Notes are no longer outstanding and no Reimbursement Amounts remain due and owing to the Insurer or an Insurer Default shall have occurred and be continuing; it being understood and intended that no one or more Holders Holder of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders Holder of Notes or to obtain or to seek to obtain priority or preference over any other Holders Holder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the take direction of from the group providing indemnity and representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be takenthe Notes, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder Bondholder of any Note Bond shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless and subject to the provisions of Section 10.16 hereof, (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount aggregate Bond Principal Balances of the Controlling Bonds (for which purpose the Class A-IO Bonds will be deemed to have an aggregate Bond Principal Balance equal to 5% of Notes the aggregate Bond Principal Balance of the other Classes of Bonds) have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Bond Principal Balances of the Bonds and a majority of the aggregate Notional Amount of the Controlling Class of NotesA-IO Bonds. It is understood and intended that no one or more Holders of Notes Bonds shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Bonds or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionBonds, each representing less than a majority of the Outstanding Amount Bond Principal Balances or Notional Amounts of the Controlling Class of NotesBonds, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Securitization Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Statute or to avail itself of the right to foreclose on the Securitization Bond Collateral or otherwise enforce the Lien and the security interest on the Securitization Bond Collateral with respect to this IndentureIndenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder previously has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% a majority of the Outstanding Amount of the Controlling Class of Notes Securitization Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty (60) day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is Securitization Bonds; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionHolders, each representing less than a majority of the Outstanding Amount of the Controlling Class of NotesSecuritization Bonds, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or otherwise determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Notwithstanding any provision hereof to the contrary, no Holder of any Note Transition Bond of any Series shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Law or to avail itself of the right to foreclose on the Transition Bond Collateral or otherwise enforce the Lien and the security interest on the Transition Bond Collateral with respect to this IndentureIndenture and the related Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) : such Holder previously has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) Default with respect to such Series; the Holders of not less than 25% a majority of the Outstanding Amount of the Controlling Class Transition Bonds of Notes all Series have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) ; such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) ; the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) and no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class Transition Bonds of Notes. It is all Series; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionHolders, each representing less than a majority of the Outstanding Amount of the Controlling Class Transition Bonds of Notesall Series, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this IndentureIndenture or the other Basic Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) hereunder unless such Holder Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default;Default or breach of the Basic Documents by a party thereto (an “Action”), and: (iia) the Event of Default or Action, as applicable, arises from the Servicer’s failure to remit payments when due; or (b) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Notes Notes, voting as a single class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default or Action, as applicable, in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders hereunder and have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) , the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) , and no direction inconsistent with such that written request has been given to the Indenture Trustee during such 60 the 60-day period by the Holders holders of a majority in principal amount of the Outstanding Amount of the Controlling Class those outstanding Notes (or relevant class or classes of Notes). It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. 26 (Nissan 2015-B Indenture) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this IndentureIndenture or the other Basic Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) hereunder unless such Holder Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default;Default or breach of the Basic Documents by a party thereto (an “Action”), and: (iia) the Event of Default or Action, as applicable, arises from the Servicer’s failure to remit payments when due; or (b) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Notes Notes, voting as a single class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default or Action, as applicable, in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders hereunder and have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) , the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) , and no direction inconsistent with such that written request has been given to the Indenture Trustee during such 60 the 60-day period by the Holders holders of a majority in principal amount of the Outstanding Amount of the Controlling Class those outstanding Notes (or relevant class or classes of Notes). It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. 26 (Nissan 2015-C Indenture) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Senior Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder Senior Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Senior Noteholders holding not less than 25% of the Outstanding Amount of the Controlling Class of Senior Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder Senior Noteholder or Holders Senior Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of Senior Noteholders holding not less than a majority of the Outstanding Amount of the Controlling Class of Senior Notes. It is ; it being understood and intended that no one Senior Noteholder, or more Holders group of Notes Senior Noteholders, shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Senior Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Senior Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionSenior Noteholders, each representing less than a majority of the Outstanding Amount of the Controlling Class of Senior Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of ‎Section 11.15 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) prior to the Holders payment in full of not less than Notes, the Noteholders evidencing 25% of the Aggregate Outstanding Amount of the Controlling Class of Notes Note Balance have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name capacity as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) prior to the payment in full of the Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Aggregate Outstanding Amount of the Controlling Class of NotesNote Balance. It is understood and intended that no one or more of the Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount Note Balance then entitled to make such request, the Trustee shall take the action requested by the Holders of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group Notes representing the greater greatest percentage of the Aggregate Outstanding Amount of Notes and if there is no such group then in its sole discretion may Note Balance to determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Bond shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 10.16 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount aggregate Bond Principal Balances of the Controlling Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of Notes the aggregate Bond Principal Balance of the other Classes of Bonds) have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Bond Principal Balances of the Bonds and a majority of the Notional Amount of the Controlling Class of NotesA-IO Bonds. It is understood and intended that no one or more Holders of Notes Bonds shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Bonds or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionBonds, each representing less than a majority of the Outstanding Amount Bond Principal Balances of the Controlling Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of Notesthe aggregate Bond Principal Balance of the other Classes of Bonds), the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Event of Default arises from the Servicer's failure to remit payments when due or the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.17 hereof: (i) such Holder Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount Security Balances of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount Security Balances of the Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount Security Balances of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right ------------------- to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is Class; it being understood and intended that no one Holder or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all Noteholders. In For the event protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of NotesClass, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder Bondholder of any Note Bond shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless and subject to the provisions of Section 10.16 hereof, (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount aggregate Bond Principal Balances of the Controlling Bonds (for which purpose the Class 1-A-IO Bonds will be deemed to have an aggregate Bond Principal Balance equal to 5% of Notes the aggregate Bond Principal Balance of the other Classes of Bonds) have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Bond Principal Balances of the Bonds and a majority of the aggregate Notional Amount of the Controlling Class of Notes1-A-IO Bonds. It is understood and intended that no one or more Holders of Notes Bonds shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Bonds or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionBonds, each representing less than a majority of the Outstanding Amount Bond Principal Balances or Notional Amounts of the Controlling Class of NotesBonds, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of DefaultRapid Amortization Event; (ii) the Holders of not less than 2550% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding with respect to the Notes in respect of such Rapid Amortization Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is ; and (vi) an Insurer Default shall have occurred and be continuing; it being understood and intended that no one or more Holders Holder of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders Holder of Notes or to obtain or to seek to obtain priority or preference over any other Holders Holder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionControlling Class Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the take direction of from the group providing indemnity and representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be takenthe Controlling Class Notes, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 10.17 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount aggregate Note Balance of the Controlling Notes (for which purpose the Class of A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount aggregate Note Balance of the Controlling Notes (for which purpose the Class of NotesA-IO Notes will be deemed to have a Note Balance equal to their Notional Amount). It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount aggregate Note Balance of the Controlling Notes (for which purposes the Class of NotesA-IO Notes will be deemed to have a Note Balance equal to their Notional Amount), the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is ; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all holders of Notes. In For the event protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount of the Controlling Highest Priority Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and; (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of NotesHighest Priority Class, voting together as a single Class; and (vi) an Insurer Default shall have occurred and be continuing. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this Sectionof the Highest Priority Class, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notessuch Highest Priority Class, the Indenture Trustee shall act at the direction request of the group representing Holders of such Highest Priority Class with the greater percentage of the Outstanding Amount of such Highest Priority Class; provided, however that if such groups -33- 39 of Holders of such Notes and if there is no have the same Outstanding Amount of such group then Highest Priority Class, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureIndenture and any such action shall be binding on all parties.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless and subject to the provisions of Section 11.17 hereof: ------------- (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) (A) prior to the Holders payment in full of not less than the Class A Notes and the Class B Notes, the Class A Noteholders evidencing 25% of the aggregate Outstanding Amount Principal Balance of all Class A Notes and the Class B Noteholders evidencing 25% of the Controlling aggregate Outstanding Principal Balance of all Class B Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder and (B) from and after the payment in full of the Class A Notes and the Class B Notes, Class C Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class C Notes, have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty (60) day period by the Holders of a majority of the Outstanding Amount Principal Balance of the Controlling Class of A Notes and Class B Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount of the Controlling Class of NotesPrincipal Balance, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Outstanding Amount of the Controlling Note Class of Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Note Class of Notes. It ; (f) such Event of Default actually shall have occurred and shall be continuing; and (g) a Note Insurer Default shall have occurred and is continuing or no Class A Notes shall be Outstanding and all amounts owing to the Note Insurer have been paid in full; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. 104 In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Principal Amount of the Controlling Note Class of Notes, the Indenture Trustee shall act at submit the direction matter to a vote of the group representing the greater percentage of the Outstanding Amount Controlling Note Class of Notes and if there is no such group then in its sole discretion may to determine what action, if any, shall be taken, notwithstanding any other provisions of this the Indenture.

Limitation of Suits. No Holder of any Note Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders Noteholders of not less than at least 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder Noteholder or Holders Noteholders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to the Indenture Trustee against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such ProceedingsProceeding; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders Noteholders of at least a majority of the Outstanding Amount of the Controlling Class of Notes. It is ; it being understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNoteholders, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the a greater percentage of the Outstanding Amount of Notes and the Notes, or if there is no such group then both groups are equal, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.15 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) prior to the Holders payment in full of not less than Notes, the Noteholders evidencing 25% of the Aggregate Outstanding Amount of the Controlling Class of Notes Note Balance have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name capacity as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) prior to the payment in full of the Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Aggregate Outstanding Amount of the Controlling Class of NotesNote Balance. It is understood and intended that no one or more of the Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount Note Balance then entitled to make such request, the Trustee shall take the action requested by the Holders of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group Notes representing the greater greatest percentage of the Aggregate Outstanding Amount of Notes and if there is no such group then in its sole discretion may Note Balance to determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of Noteholders evidencing not less than 25% of the Outstanding Amount Percentage Interests of the Controlling Class of Outstanding Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder Noteholder or Holders Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may (including reasonable fees and expenses of its agents and counsel) to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 30 days after its receipt of such notice, request and offer of reasonable indemnity has failed to institute such ProceedingsProceeding; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 30 day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of NotesMajority Noteholders. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders Noteholders, neither of Notes pursuant to this Section, each representing less than a majority which evidences Percentage Interests of the Outstanding Amount of the Controlling Class of NotesNotes greater than 50%, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureIndenture and shall have no obligation or liability to any such group of Noteholders for such action or inaction.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: : (i) such Holder Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default; ; (ii) the Holders of Notes evidencing not less than 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; ; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; ; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day 60‑day period by the Holders of a majority Notes evidencing not less than 51% of the Outstanding Amount Note Balance of the Controlling Class of NotesClass. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority 51% of the Outstanding Amount Note Balance of the Controlling Class of NotesClass, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) hereunder unless such Holder has previously given written notice to the Indenture Trustee of a continuing contixxxxx Event of Default;, and: (iia) the Event of Default arises from the Servicer's failure to remit payments when due; or (b) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates) have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders hereunder and have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) , the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) , and no direction inconsistent with such that written request has been given to the Indenture Trustee during such 60 the 60-day period by the Holders holders of a majority in principal amount of the Outstanding Amount of the Controlling Class those outstanding Notes (or relevant class or classes of Notes). It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% a majority in principal amount of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority in principal amount of the such Outstanding Amount of the Controlling Class of Notes. It is ; it being understood and intended that no one Holder or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all Noteholders. In For the event protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority in principal amount of the such Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureIndenture and the Indenture Trustee shall not be liable for any action taken pursuant to this Section 5.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.15 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) (A) prior to the Holders payment in full of not less than the Offered Notes, the Noteholders evidencing 25% of the aggregate Outstanding Amount Principal Balance of the Controlling Class all Classes of Offered Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder and (B) from and after the payment in full of the Offered Notes, the Class F Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class F Notes have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) (A) prior to the payment in full of the Offered Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of a majority of the Outstanding Amount Principal Balance of the Controlling Offered Notes and (B) from and after payment in full of the Offered Notes, no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority of the Outstanding Principal Balance of the Class of F Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount of the Controlling Class of NotesPrincipal Balance, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have ------------------- any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder's Note is in the Controlling Class; (b) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iic) the Holders of not less than 25% in aggregate principal amount of the Outstanding Amount outstanding Notes of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiid) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ive) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (vf) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is ; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable and common benefit of all holders of Notes. In For the event protection and enforcement of the provisions of this Section ------- 5.6, each and every Noteholder shall be entitled to such relief --- as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount aggregate principal amount of the Controlling Class of outstanding Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Senior Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder Senior Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Senior Noteholders holding not less than 25% of the Outstanding Amount of the Controlling Class of Senior Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder Senior Noteholder or Holders Senior Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of Senior Noteholders holding not less than a majority of the Outstanding Amount of the Controlling Class of Senior Notes. It is ; it being understood and intended that no one Senior Noteholder, or more Holders group of Notes Senior Noteholders, shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Senior Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Senior Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionSenior Noteholders, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.each

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless and subject to the provisions of Section 10.16 hereof (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount aggregate Note Balance of the Controlling Class Notes (with the consent of Notes the Note Insurer, so long as no Note Insurer Default exists) have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and; (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount Note Balances of the Controlling Class Notes (with the consent of Notesthe Note Insurer, so long as no Note Insurer Default exists); and (vi) the Note Insurer consents to such Noteholder's instituting any proceeding with respect to the Indenture Trustee. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Holder holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: : (i) such Holder Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (ii) the Holders of Noteholders holding not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of Noteholders holding a majority of the Outstanding Amount Controlling Class. No Noteholder or group of the Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNoteholders, each representing less than a majority of the Outstanding Amount of the Controlling Class of NotesClass, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).

Limitation of Suits. No Holder of any Note Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this IndentureIndenture or any Indenture Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunderhereunder or thereunder, unless: (i) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders Noteholder(s) of not less than twenty-five percent (25% %) of the Outstanding Amount Principal Balance of the Controlling Class Notes of Notes each affected Series have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder; (iii) such Holder Noteholder or Holders have Noteholders has offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such ProceedingsProceeding; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty (60) day period by the Holders Noteholders of a majority more than fifty percent (50%) of the Outstanding Amount Principal Balance of the Controlling Class Notes of Notes. It is each affected Series; it being understood and intended that no one or more Holders Noteholder(s) of Notes the affected Series shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders Noteholder of Notes such Series or to obtain or to seek to obtain priority or preference over any other Holders Noteholder(s) of such Series or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal and ratable benefit of all the other Noteholders of the same Series. Nothing in this Section 5.5 shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of an Indenture Trustee pursuant to Section 6.8. 52 In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders Noteholders of Notes pursuant to this Sectionan affected Series, each representing less than a majority fifty percent (50%) of the Outstanding Amount Principal Balance of the Controlling Class Notes of Notessuch Series, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any COLT 200_-_ Secured Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this COLT Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the COLT Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of COLT 200_-_ Secured Notes have made written request to the COLT Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as COLT Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the COLT Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the COLT Indenture Trustee for 60 days after the earlier of (x) its receipt of such notice, request and offer of indemnity and (y) any similar notice, request and offer of indemnity to the CARAT Indenture Trustee under Section 5.6 of the CARAT Indenture, has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the COLT Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of COLT 200_-_ Secured Notes. It is ; it being understood and intended that no one or more Holders of the COLT 200_-_ Secured Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this COLT Indenture to affect, disturb or prejudice the rights of any other Holders of the COLT 200_-_ Secured Notes or to obtain or to seek to obtain priority or preference over any other Holders of the COLT 200_-_ Secured Notes or to enforce any right under this COLT Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the COLT 200_-_ Secured Note held by such COLT 200_-_ Secured Noteholder) and common benefit of all Holders of the COLT 200_-_ Secured Notes. In For the event protection and enforcement of the provisions of this Section 5.6, each and every COLT 200_-_ Secured Noteholder shall be entitled to such relief as can be given either at law or in equity. If the COLT Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this Sectionthe COLT 200_-_ Secured Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class of COLT 200_-_ Secured Notes, the COLT Indenture Trustee shall act at take the direction of action requested by the group representing the greater higher percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenturethe COLT 200_-_ Secured Notes.

Limitation of Suits. No Holder of any Note Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders Noteholders of Notes evidencing not less than 25% of the Outstanding Amount Note Balance of the Controlling Note Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder Noteholder or Holders Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty-day period by the Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount Note Balance of the Controlling Class of NotesNote Class. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNoteholders, each representing evidencing less than a majority of the Outstanding Amount principal amount of the Controlling Class of NotesNotes Outstanding, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.15 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) (A) prior to the Holders payment in full of not less than each class of Offered Notes, the Noteholders evidencing 25% of the aggregate Outstanding Amount Principal Balance of the Controlling each Class of Offered Notes (each acting as a separate Class) have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder, (B) from and after Table of Contents the payment in full of each Class of Offered Notes, the Class E Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class E Notes have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder and (C) from and after the payment in full of each Class of Offered Notes and the Class E Notes, the Class F Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class F Notes have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) (A) prior to the payment in full of each Class of Offered Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of a majority of the Outstanding Amount Principal Balance of the Controlling Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, (B) from and after payment in full of the Offered Notes, no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority of the Outstanding Principal Balance of the Class E Notes and (C) from and after payment in full of the Offered Notes and the Class E Notes, no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority of the Outstanding Principal Balance of the Class F Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount of the Controlling Class of NotesPrincipal Balance, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Noteholders representing not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 30 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 30-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is Majority Noteholders; it being understood and intended that no one or more Holders of Notes Noteholder shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal, premium, if any, and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all Noteholders. In For the event protection and enforcement of the provisions of this Section 6.4, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNoteholders, each representing less than a majority of the Outstanding Amount of the Controlling Class of NotesMajority Noteholders, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% a majority in principal amount of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority in principal amount of the such Outstanding Amount of the Controlling Class of Notes. It is ; it being understood and intended that no one Holder or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all Noteholders. In For the event protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority in principal amount of the such Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall ------------------- have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is Class; it being understood and intended that no one Holder or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all Noteholders. In For the event protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of NotesClass, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Noteholder shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Aggregate Outstanding Amount Principal Balance of the Controlling Note Class of Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Aggregate Outstanding Amount Principal Balance of the Controlling Note Class of Notes. It ; (f) such Event of Default actually shall have occurred and shall be continuing; and (g) a Note Insurer Default shall have occurred and is continuing or no Class A Notes shall be Outstanding and all amounts owing to the Note Insurer have been paid in full; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain 108 2003-A Indenture priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount Principal Balance of the Controlling Note Class of Notes, the Indenture Trustee shall act at submit the direction matter to a vote of the group representing the greater percentage of the Outstanding Amount Controlling Note Class of Notes and if there is no such group then in its sole discretion may to determine what action, if any, shall be taken, notwithstanding any other provisions of this the Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Outstanding Amount of the Controlling Note Class of Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Note Class of Notes. It ; and (f) such Event of Default actually shall have occurred and shall be continuing; and (g) a Note Insurer Default shall have occurred and is continuing or no Class A Notes shall be Outstanding and all amounts owing to the Note Insurer have been paid in full; 101 111 it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Principal Amount of the Controlling Note Class of Notes, the Indenture Trustee shall act at submit the direction matter to a vote of the group representing the greater percentage of the Outstanding Amount Controlling Note Class of Notes and if there is no such group then in its sole discretion may to determine what action, if any, shall be taken, notwithstanding any other provisions of this the Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.17 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) (A) prior to the Holders payment in full of not less than the Class A Notes and the Class B Notes, the Class A Noteholders evidencing 25% of the aggregate Outstanding Amount Principal Balance of all Class A Notes and the Class B Noteholders evidencing 25% of the Controlling aggregate Outstanding Principal Balance of all Class B Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder, (B) from and after the payment in full of the Class A Notes and the Class B Notes, Class C Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class C Notes have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder, and (C) from and after the payment in full of the Class A Notes, the Class B Notes and the Class C Notes, Class D Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class D Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (vA) prior to the payment in full of the Class A Notes and Class B Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty (60) day period by the Holders of a majority of the Outstanding Amount Principal Balance of the Controlling Class A Notes and Class B Notes, (B) from and after payment in full of the Class A Notes and the Class B Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Holders of a majority of the Outstanding Principal Balance of the Class C Notes, and (C) from and after payment in full of the Class A Notes, the Class B Notes and the Class C Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Holders of a majority of the Outstanding Principal Balance of the Class D Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount of the Controlling Class of NotesPrincipal Balance, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders Noteholders of Notes evidencing not less than 25% of the Outstanding Amount principal amount of the Controlling Class of Notes Outstanding have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder Noteholder or Holders Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty-day period by the Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount principal amount of the Controlling Class of NotesNotes Outstanding. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNoteholders, each representing less than a majority of the Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.evidencing

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Outstanding Amount of the Notes of the Controlling Note Class of Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Notes of the Controlling Class Note Class; and (f) such Event of Notes. It is Default actually shall have occurred and shall be continuing; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Notes of the Controlling Class of NotesNote Class, the Indenture Trustee shall act at submit the direction matter to a vote of the group representing the greater percentage Notes of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may Controlling Note Class to determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Bond shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless and subject to the provisions of Section 10.16 hereof (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount aggregate Bond Principal Balances of the Controlling Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of Notes the aggregate Bond Principal Balance of the other Classes of Bonds) have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and; (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Bond Principal Balances of the Bonds and a majority of the Notional Amount of the Controlling Class A-IO Bonds. (vi) such Holder or Holders have the written consent of Notesthe Bond Insurer, unless a Bond Insurer Default exists. It is understood and intended that no one or more Holders of Notes Bonds shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Bonds or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionBonds, each representing less than a majority of the Outstanding Amount Bond Principal Balances of the Controlling Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of Notesthe aggregate Bond Principal Balance of the other Classes of Bonds), the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: : (i) such Holder Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default; ; (ii) the Holders of Notes evidencing not less than 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; ; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; ; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority Notes evidencing not less than [51]% of the Outstanding Amount Note Balance of the Controlling Class of NotesClass. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority [51]% of the Outstanding Amount Note Balance of the Controlling Class of NotesClass, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.15 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) (A) prior to the Holders payment in full of not less than each Class of Offered Notes, the Noteholders evidencing 25% of the aggregate Outstanding Amount Principal Balance of the Controlling each Class of Offered Notes (each acting as a separate Class) have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder, (B) from and after the payment in full of each Class of Offered Notes, the Class C Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class C Notes have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder and (C) from and after the payment in full of each Class of Rated Notes, the Subordinated Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Subordinated Notes have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) (A) prior to the payment in full of each Class of Offered Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of a majority of the Outstanding Amount Principal Balance of the Controlling Class A Notes and the Class B Notes (voting as a single class), (B) from and after payment in full of the Offered Notes, no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority of the Outstanding Principal Balance of the Class C Notes and (C) from and after payment in full of the Rated Notes, no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority of the Outstanding Principal Balance of the Subordinated Notes. It is understood and intended that no one or more of the Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount Principal Balance of the Controlling Class or Classes of NotesNotes then entitled to make such request, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any COLT 200 - Secured Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this COLT Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the COLT Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of COLT 200 - Secured Notes have made written request to the COLT Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as COLT Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the COLT Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the COLT Indenture Trustee for 60 days after the earlier of (x) its receipt of such notice, request and offer of indemnity and (y) any similar notice, request and offer of indemnity to the CARAT Indenture Trustee under Section 5.6 of the CARAT Indenture has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the COLT Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of COLT 200_-__ Secured Notes. It is it being understood and intended that no one or more Holders of the COLT 200 - Secured Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this COLT Indenture to affect, disturb or prejudice the rights of any other Holders of the COLT 200 - Secured Notes or to obtain or to seek to obtain priority or preference over any other Holders of the COLT 200 - Secured Notes or to enforce any right under this COLT Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the COLT 200 - Secured Note held by such COLT 200 - Secured Noteholder and common benefit of all Holders of the COLT 200 - Secured Notes. In For the event protection and enforcement of the provisions of this Section 5.6, each and every COLT 200 - Secured Noteholder shall be entitled to such relief as can be given either at law or in equity. If the COLT Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this Sectionthe COLT 200 - Secured Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class of COLT 200 - Secured Notes, the COLT Indenture Trustee shall act at take the direction of action requested by the group representing the greater higher percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenturethe COLT 200 - Secured Notes.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty (60) day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is Class; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all holders of Notes. In For the event protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of NotesClass, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders Noteholders of Notes evidencing not less than 25% of the Outstanding Amount principal amount of the Controlling Class of Notes Outstanding have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder Noteholder or Holders Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty-day period by the Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount principal amount of the Controlling Class of NotesNotes Outstanding. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNoteholders, each representing evidencing less than a majority of the Outstanding Amount principal amount of the Controlling Class of NotesNotes Outstanding, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 10.17 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount aggregate Note Balance of the Controlling Notes (for which purpose the Class of A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount) have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount aggregate Note Balance of the Controlling Notes (for which purpos the Class of NotesA-IO Notes will be deemed to have a Note Balance equal to their Notional Amount). It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount aggregate Note Balance of the Controlling Notes (for which purposes the Class of NotesA-IO Notes will be deemed to have a Note Balance equal to their Notional Amount), the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have ------------------- any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% a majority in principal amount of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority in principal amount of the such Outstanding Amount of the Controlling Class of Notes. It is ; it being understood and intended that no one Holder or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all Noteholders. In For the event protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority in principal amount of the such Outstanding Amount of the Controlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing with the greater percentage principal amount of Outstanding Notes, provided however, should the Indenture Trustee receive conflicting requests and indemnity from two or more groups with the same principal amount of Outstanding Amount of Notes and if there is no such group then Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureIndenture and the Indenture Trustee shall not be liable for any action taken pursuant to this Section 5.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of Voting Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Voting Notes. It is ; it being understood and intended that no one Holder or more Holders of Notes shall have any right in any manner whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the Notes held by each Noteholder) and common benefit of all Noteholders. In For the event protection and enforcement of the provisions of this Section 5.6, each and every Noteholder shall be entitled to such relief as can be given either at law or in equity. If the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount of the Controlling Class of Voting Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.17 hereof: (ia) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) (i) prior to the Holders payment in full of not less than the Offered Notes and the Class D Notes, the Noteholders evidencing 25% of the aggregate Outstanding Amount Principal Balance of the Controlling all Offered Notes and Class of D Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder and (ii) from and after the payment in full of the Offered Notes and the Class D Notes, the Class E Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class E Notes have made written request to the Trustee to institute such proceeding in respect of such Event of Default in its own name as Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ve) (i) prior to the payment in full of the Offered Notes and the Class D Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of a majority of the Outstanding Amount Principal Balance of the Controlling Offered Notes and the Class D Notes and (ii) from and after payment in full of the Offered Notes and the Class D Notes, no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Holders of a majority of the Outstanding Principal Balance of the Class E Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount of the Controlling Class of NotesPrincipal Balance, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount Note Balance of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as the Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount Note Balance of the Controlling Class Class. No Noteholder or group of Notes. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except except, in each case, to the extent and in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNoteholders, each representing less than a majority of the Outstanding Amount Note Balance of the Controlling Class of NotesClass, the Indenture Trustee shall act at follow, and shall be entitled to conclusively rely on, the direction of the group Noteholders representing the greater percentage of the Outstanding Amount Note Balance. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of Notes the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and if there is no such group then in its sole discretion the Notes, the Issuer may determine what action, if any, shall be taken, notwithstanding any other provisions set a record date for purposes of this Indenturedetermining the identity of Noteholders entitled to vote or consent.

Limitation of Suits. No Holder of any Note Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders Noteholders of Notes evidencing not less than 25% of the Outstanding Amount Note Balance of the Controlling Note Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder Noteholder or Holders Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty-day period by the Holders Noteholders of Notes evidencing not less than a majority of the Outstanding Amount Note Balance of the Controlling Class of NotesNote Class. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture 51 to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNoteholders, each representing evidencing less than a majority of the Outstanding Amount Note Balance of the Controlling Class of NotesNote Class, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Notwithstanding any provision hereof to the contrary, no Holder of any Note Transition Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Law or to avail itself of the right to foreclose on the Transition Bond Collateral or otherwise enforce the Lien and the security interest on the Transition Bond Collateral with respect to this IndentureIndenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Holder previously has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% a majority of the Outstanding Amount of the Controlling Class of Notes Transition Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 sixty-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of Notes. It is Transition Bonds; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionHolders, each representing less than a majority of the Outstanding Amount of the Controlling Class of NotesTransition Bonds, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless and subject to the provisions of Section 10.17 hereof (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 25% of the Outstanding Amount aggregate Note Balance (for which purpose the Class AIO Notes will be deemed to have a Note Balance equal to their Notional Amount) of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day 60day period by the Holders of a majority of the Outstanding Amount aggregate Note Balance of the Controlling Notes (for which purpose the Class of NotesAIO Notes will be deemed to have a Note Balance equal to their Notional Amount) or by the Credit Enhancer. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Outstanding Amount aggregate Note Balance of the Controlling Notes (for which purpose the Class of NotesAIO Notes will be deemed to have a Note Balance equal to their Notional Amount), the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.17 hereof: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) (A) prior to the Holders payment in full of not less than the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, the Class A-1 Noteholders evidencing 25% of the aggregate Outstanding Amount Principal Balance of all Class A-1 Notes, the Class A-2 Noteholders evidencing 25% of the Controlling aggregate Outstanding Principal Balance of all Class A-2 Notes, the Class B Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class B Notes, the Class C Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class C Notes, the Class D Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class D Notes and the Class E Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class E Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder and (B) from and after the payment in full of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, the Class F Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class F Notes have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (vA) prior to the payment in full of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of a majority of the Outstanding Amount Principal Balance of the Controlling Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and Class E Notes and (B) from and after payment in full of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of a majority of the Outstanding Principal Balance of the Class F Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNotes, each representing less than a majority of the Aggregate Outstanding Amount of the Controlling Class of NotesPrincipal Balance, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any COLT 2005-SN1 Secured Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this COLT Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Holder has previously given written notice to the COLT Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 25% of the Outstanding Amount of the Controlling Class of COLT 2005-SN1 Secured Notes have made written request to the COLT Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as COLT Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the COLT Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; (ivd) the COLT Indenture Trustee for 60 days after the earlier of (x) its receipt of such notice, request and offer of indemnity and (y) any similar notice, request and offer of indemnity to the CARAT Indenture Trustee under Section 5.6 of the CARAT Indenture, has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the COLT Indenture Trustee during such 60 60-day period by the Holders of a majority of the Outstanding Amount of the Controlling Class of COLT 2005-SN1 Secured Notes. It is ; it being understood and intended that no one or more Holders of the COLT 2005-SN1 Secured Notes shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this COLT Indenture to affect, disturb or prejudice the rights of any other Holders of the COLT 2005-SN1 Secured Notes or to obtain or to seek to obtain priority or preference over any other Holders of the COLT 2005-SN1 Secured Notes or to enforce any right under this COLT Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the COLT 2005-SN1 Secured Note held by such COLT 2005-SN1 Secured Noteholder) and common benefit of all Holders of the COLT 2005-SN1 Secured Notes. In For the event protection and enforcement of the provisions of this Section 5.6, each and every COLT 2005-SN1 Secured Noteholder shall be entitled to such relief as can be given either at law or in equity. If the COLT Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this Sectionthe COLT 2005-SN1 Secured Notes, each representing less than a majority of the Outstanding Amount of the Controlling Class of COLT 2005-SN1 Secured Notes, the COLT Indenture Trustee shall act at take the direction of action requested by the group representing the greater higher percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenturethe COLT 2005-SN1 Secured Notes.

Limitation of Suits. (a) No Holder holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: : (i) such Holder Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (ii) the Holders of Noteholders holding not less than 25% of the Outstanding Amount of the Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities that may to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Holders of Noteholders holding a majority of the Outstanding Amount Amount. No Noteholder or group of the Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatsoever whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes pursuant to this SectionNoteholders, each representing less than a majority of the Outstanding Amount of the Controlling Class of NotesAmount, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).