Common use of Limitation of Suits Clause in Contracts

Limitation of Suits. No Noteholder may institute any Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless the Credit Enhancer has consented and subject to Section 11.16: (i) the Holder has previously given notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes have requested the Indenture Trustee in writing to institute a Proceeding with respect to the Event of Default in its own name as Indenture Trustee under this Indenture; (iii) the Holders have offered the Indenture Trustee reasonable indemnity against the costs and liabilities to be incurred in complying with the request; (iv) the Indenture Trustee for 60 days after its receipt of the request and offer of indemnity has failed to institute Proceedings; (v) no direction inconsistent with the request has been given to the Indenture Trustee during the 60-day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both Classes, the Indenture Trustee in its sole discretion may determine what action shall be taken.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Controlling Securities have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51at least 50% of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerControlling Securities. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to Section 5.06(v), in this Indenture. If the event the Indenture Trustee receives shall receive, in connection with Sections 5.06(ii) and (iii), conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 5150% of the aggregate Outstanding Amount of both Classesthe Controlling Securities, the Indenture Trustee shall act at the direction of the group of Holders of Notes representing the greater Outstanding Amount of Controlling Securities. If the Indenture Trustee receives, in connection with this Section 5.06, conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding Amount of the Controlling Securities, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.16:10.16 hereof (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Note Balance of both Classes the Notes have requested made a written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice of request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Note Balances of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both Classes, the Indenture Trustee in its sole discretion may determine what action shall be takenherein provided.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless except in accordance with Section 3.02(c) of the Credit Enhancer has consented Sale and subject to Section 11.16Servicing Agreement, unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Controlling Securities have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% at least a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerControlling Securities. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to Section 5.06(v), in this Indenture. If the event the Indenture Trustee receives shall receive, in connection with Sections 5.06(ii) and (iii), conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Controlling Securities, the Indenture Trustee shall act at the direction of the group of Holders of Notes representing the greater Outstanding Amount of Controlling Securities. If the Indenture Trustee receives, in connection with this Section 5.06, conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding Amount of the Controlling Securities, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Noteholder may Holder of any Recovery Bond shall have any right to institute any Proceeding Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Wildfire Financing Law or to avail itself of the right to foreclose on the Recovery Bond Collateral or otherwise enforce the Lien and the security interest on the Recovery 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 under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the 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 51% a majority of the aggregate Outstanding Amount of both Classes the Recovery Bonds have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity or security satisfactory to it against the costs costs, expenses, losses and liabilities to which may be incurred in complying with the such request; (iv) the Indenture Trustee for 60 sixty (60) days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60such sixty-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Recovery Bonds; and (vi) the it being understood and intended that no one or more Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indenture. If herein provided. (b) In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesHolders, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Recovery Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may institute any Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless the Credit Enhancer has consented and subject to Section 11.16: (i) the Holder has previously given notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes have requested the Indenture Trustee in writing to institute a Proceeding with respect to the Event of Default in its own name as Indenture Trustee under this Indenture; (iii) the Holders have offered the Indenture Trustee reasonable indemnity against the costs and liabilities to be incurred in complying with the request; (iv) the Indenture Trustee for 60 days after its receipt of the request and offer of indemnity has failed to institute Proceedings; (v) no direction inconsistent with the request has been given to the Indenture Trustee during the 60-day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount; and (vi) the Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both ClassesAmount, the Indenture Trustee in its sole discretion may determine what action shall be taken.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.1610.17 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Security Balances of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount Security Balances of both Classes; and (vi) the Holders have obtained the consent of Notes or by the Credit Enhancer. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount Security Balances of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless the Credit Enhancer has consented and subject to Section 11.16hereunder unless: (ia) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Controlling Class have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiic) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to the Indenture Trustee against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such sixty (60-) day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Controlling Class; and (vi) the Holders have obtained the consent of the Credit Enhancer. No it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided 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. For the 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 this Indentureequity. If the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Controlling Class, the Indenture Trustee in its sole discretion may determine what action shall be takenfollow the request of the group of Holders of Notes representing the highest percentage of Outstanding Amount of the Controlling Class, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.1610.17 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Note Balances of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Note Balances of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount Note Balances of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (ia) the Holder such 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 5125% of the aggregate Outstanding Amount Note Balance of both Classes the Controlling Note Class have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiic) the Holders such Noteholder or Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60such sixty-day period by the Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Note Balance of the Credit EnhancerControlling Note Class. No Holders of Notes It is understood and intended that no one or more Noteholders shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing evidencing less than 51% a majority of the aggregate Outstanding Amount Note Balance of both Classesthe Controlling Note Class, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may 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 Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16: unless: (i) the 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 5125% of the aggregate Outstanding Amount Note Balance of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenture; hereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; ; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings; ; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60-day such 60‑day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerMajority Noteholders. No Holders of Notes It is understood and intended that no one or more Noteholders shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount Note Balance of both Classesthe Notes, the Indenture Trustee will take action in its sole discretion may determine what action shall be takenaccordance with the request given by the Holders representing the greatest Note Balance of the Notes.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Controlling Securities have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51at least 50% of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerControlling Securities. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to Section 5.06(v), in this Indenture. If the event the Indenture Trustee receives shall receive, in connection with Sections 5.06(ii) and (iii), conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 5150% of the aggregate Outstanding Amount of both Classesthe Controlling Securities, the Indenture Trustee shall act at the direction of the group of Holders of Notes representing the greater Outstanding Amount of Controlling Securities. If the Indenture Trustee receives, in connection with this Section 5.06, conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding Amount of the Controlling Securities, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Securitized Utility Tariff Bond shall have any right to institute any Proceeding Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this IndentureIndenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (ia) the 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 51% a majority of the aggregate Outstanding Amount of both Classes the Securitized Utility Tariff Bonds have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiic) the such Holder or Holders have offered to the Indenture Trustee reasonable security or indemnity satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60-day such sixty (60)-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Securitized Utility Tariff Bonds; and (vi) the it being understood and intended that no one or more Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders of NotesHolders, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Securitized Utility Tariff Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (ia) the Holder such Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes Majority Controlling Class Noteholders have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiic) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ivd) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerMajority Controlling Class Noteholders. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both Classes, the Indenture Trustee in its sole discretion may determine what action shall be takenherein provided.

Limitation of Suits. No Noteholder may Holder of any Bond shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.16:10.16 hereof (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Bond Principal Balances of both the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds) have requested made a written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice of request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Bond Principal Balance and a majority of the Notional Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerClass A-IO Bonds. No It is understood and intended that no one or more Holders of Notes Bonds shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to the last paragraph of Section 5.11 herein, in this Indenture. If the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesBonds, each representing less than 51a majority of the Bond Principal Balances of the Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Outstanding Amount Bond Principal Balance of both Classesthe other Classes of Bonds), the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Controlling Securities have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% at least a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerControlling Securities. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to Section 5.06(v), in this Indenture. If the event the Indenture Trustee receives shall receive, in connection with Sections 5.06(ii) and (iii), conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Controlling Securities, the Indenture Trustee shall act at the direction of the group of Holders of Notes representing the greater Outstanding Amount of Controlling Securities. If the Indenture Trustee receives, in connection with this Section 5.06, conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding Amount of the Controlling Securities, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Notes of the Controlling Class have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to that may be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60-such 60 day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Notes of the Credit EnhancerControlling Class. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because whatsoever by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNotes pursuant to this Section, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes of the Controlling 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 action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer Insurer has otherwise consented and subject to Section 11.16in writing thereto (which consent shall not be unreasonably withheld) and: (ia) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiic) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ivd) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerMajority Noteholder. No Holders of Notes It is understood and intended that no Noteholders shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 or to enforce any right under this Indenture, except in the manner provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both Classes, the Indenture Trustee in its sole discretion may determine what action shall be takenherein provided.

Limitation of Suits. No Noteholder may Holder of any Note shall have ------------------- any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Voting Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Voting Notes; and (vi) the Holders have obtained the consent of the Credit Enhancer. No it being understood and intended that no Holder or Holders of Notes shall have any right in any manner whatever because whatsoever by virtue of, or by availing of, any provision of this Indenture to affect 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 provided 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. For the 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 this Indentureequity. If the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Voting Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have ------------------- any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.1611.17 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Security Balances of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Security Balances of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount Security Balances of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Nuclear Asset-Recovery Bond of any Series shall have any right to institute any Proceeding Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Nuclear Asset-Recovery Law or to avail itself of the right to foreclose on the Series Collateral or otherwise enforce the Lien and the security interest on the Series 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 under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (ia) the such Holder previously has previously given written notice to the Indenture Trustee of a continuing Event of DefaultDefault with respect to such Series; (iib) the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes the Nuclear Asset-Recovery Bonds of such Series have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiic) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ivd) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Nuclear Asset-Recovery Bonds of all Series; and (vi) the it being understood and intended that no one or more Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesHolders, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Nuclear Asset-Recovery Bonds of all Series, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Phase-In-Recovery Bond shall have any right to institute any Proceeding 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 Phase-In-Recovery Bond Collateral or otherwise enforce the Lien and the security interest on the Phase-In-Recovery 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 under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the 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 51% a majority of the aggregate Outstanding Amount of both Classes the Phase-In-Recovery Bonds have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 sixty (60) days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60such sixty-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Phase-In-Recovery Bonds; and (vi) the it being understood and intended that no one or more Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesHolders, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Phase-In-Recovery Bonds, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may institute any Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless the Credit Enhancer has consented and subject to Section 11.16: : (i) the Holder has previously given notice to the Indenture Trustee of a continuing Event of Default; ; (ii) the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes have requested the Indenture Trustee in writing to institute a Proceeding with respect to the Event of Default in its own name as Indenture Trustee under this Indenture; ; (iii) the Holders have offered the Indenture Trustee reasonable indemnity against the costs and liabilities to be incurred in complying with the request; ; (iv) the Indenture Trustee for 60 days after its receipt of the request and offer of indemnity has failed to institute Proceedings; ; (v) no direction inconsistent with the request has been given to the Indenture Trustee during the 60-day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesAmount; and and (vi) the Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both ClassesAmount, the Indenture Trustee in its sole discretion may determine what action shall be taken.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.16:10.16 hereof (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Note Balances of both Classes the Notes have requested made a written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice of request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Note Balances of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both Classes, the Indenture Trustee in its sole discretion may determine what action shall be takenherein provided.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (ia) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes Majority Controlling Class Noteholders have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiic) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ivd) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerMajority Controlling Class Noteholders. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both Classes, the Indenture Trustee in its sole discretion may determine what action shall be takenherein provided.

Limitation of Suits. No Noteholder may So long as the Investor owns 100% of the Securities, no Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under 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, unless the Credit Enhancer has consented and subject to the foregoing and the provisions of Section 11.1610.15 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Note Principal Balance of both Classes the Notes have requested made a written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee Trustee, for 60 days after its receipt of the such notice of request and offer of indemnity indemnity, has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Note Principal Balances of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to the last paragraph of Section 5.11 herein, in this Indenture. If the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount Note Principal Balances of both Classesthe Notes, the Indenture Trustee shall take such action as requested by the Holders representing the highest amount (in its sole discretion may determine what action shall be takenthe aggregate) of the Note Principal Balances, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may institute any Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless the Credit Enhancer has consented and subject to Section 11.16: (i) the Holder has previously given notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes have requested the Indenture Trustee in writing to institute a Proceeding with respect to the Event of Default in its own name as Indenture Trustee under this Indenture; (iii) the Holders have offered the Indenture Trustee reasonable indemnity against the costs and liabilities to be incurred in complying with the request; (iv) the Indenture Trustee for 60 days after its receipt of the request and offer of indemnity has failed to institute Proceedings;; and (v) no direction inconsistent with the request has been given to the Indenture Trustee during the 60-day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both all Classes; and (vi) the Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both all Classes, the Indenture Trustee in its sole discretion may determine what action shall be taken.

Limitation of Suits. No Noteholder may Holder of any Note shall have any ------------------- right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing not less than 5125% of the aggregate Outstanding Amount of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% Notes representing at least a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Bond shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.1610.17 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Security Balances of both Classes the Bonds have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Security Balances of the Credit EnhancerBonds. No It is understood and intended that no one or more Holders of Notes Bonds shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesBonds, each representing less than 51% a majority of the aggregate Outstanding Amount Security Balances of both Classesthe Bonds, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (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 5125% in aggregate principal amount of the aggregate Outstanding Amount outstanding Notes of both Classes the Controlling Class have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiid) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ive) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (vf) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes; and (vi) the Holders have obtained the consent of the Credit Enhancer. No it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided and for the equal, ratable and common benefit of all holders of Notes. For the 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 this Indentureequity. If the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount principal amount of both Classesthe outstanding Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Noteholder may Holder of any Note shall have any right to institute any Proceeding proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings; (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesMajority Noteholders; and (vi) the an Insurer Default shall have occurred and be continuing; it being understood and intended that no one or more Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect affect, disturb or prejudice the rights of any other Holders of the 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 provided in this Indenture. If herein provided. (b) In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the Notes, each representing less than 51% a majority of the aggregate Outstanding Amount of both ClassesNote Balance, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the 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 5150% of the aggregate Outstanding Amount of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a Proceeding such proceeding with respect to the Notes in respect of such Rapid Amortization Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute Proceedingssuch proceedings; (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60-such 60 day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes; and (vi) the Holders an Insurer Default shall have obtained the consent of the Credit Enhancer. No occurred and be continuing; it being understood and intended that no Holders of Notes shall have any right in any manner whatever because whatsoever by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action shall be takentake direction from the group providing indemnity and representing the greater percentage of the Outstanding Amount of the Notes, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (ia) the Holder such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders holders of Notes evidencing not less than 5125% of the aggregate Outstanding Amount of both Classes the Controlling Class have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiic) the Holders such Noteholder or Noteholders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ivd) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerControlling Class. No Holders of Notes It is understood and intended that no one or more Noteholders shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing evidencing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Controlling Class, the Indenture Trustee shall act at the direction of the group of Noteholders representing the greater principal amount of the Notes. If the Indenture Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing an equal Outstanding Amount of the Controlling Class, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture. The Indenture Trustee shall be fully protected and shall incur no liability for acting, or refraining from acting in accordance with this Section.

Limitation of Suits. No Noteholder may institute any Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, [unless the Credit Enhancer has consented and subject to Section 11.16]: (i) the Holder has previously given notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 51% [51]% of the aggregate Outstanding Amount of both Classes have requested the Indenture Trustee in writing to institute a Proceeding with respect to the Event of Default in its own name as Indenture Trustee under this Indenture; (iii) the Holders have offered the Indenture Trustee reasonable indemnity against the costs and liabilities to be incurred in complying with the request; (iv) the Indenture Trustee for 60 [60] days after its receipt of the request and offer of indemnity has failed to institute Proceedings; (v) no direction inconsistent with the request has been given to the Indenture Trustee during the 60-day [60]-day period by the Holders of not less than 51% [51]% of the aggregate Outstanding Amount of both ClassesAmount; and (vi) [the Holders have obtained the consent of the Credit Enhancer. .] No Holders of Notes shall have any right in any manner whatever because of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% [51]% of the aggregate Outstanding Amount of both ClassesAmount, the Indenture Trustee in its sole discretion may determine what action shall be taken.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.16:10.16 hereof (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Class A Note Principal Balance of both Classes the Notes have requested made a written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice of request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Class A Note Principal Balance of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both Classes, the Indenture Trustee in its sole discretion may determine what action shall be takenherein provided.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Notes of the Controlling Class have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to that may be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60-such 60 day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Notes of the Credit EnhancerControlling Class. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because whatsoever by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNotes pursuant to this Section, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes of the Controlling 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 action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Bond shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.1610.16 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Bond Principal Balances of both Classes the Bonds have requested made a written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice of request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Bond Principal Balances of the Credit EnhancerBonds. No It is understood and intended that no one or more Holders of Notes Bonds shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to the last paragraph of Section 5.11 herein, in this Indenture. If the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesBonds, each representing less than 51% a majority of the aggregate Outstanding Amount Bond Principal Balances of both Classesthe Bonds, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders Holder(s) of not less than 51[__]% of the aggregate Outstanding Amount of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the Holders such Holder(s) have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute Proceedings;such Proceeding; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes; and (viit being understood and intended that no one or more Holder(s) the Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect affect, disturb or prejudice the rights of any other Holders Holder(s) of Notes or to obtain or to seek to obtain priority or preference over any other Holders Holder(s) or to enforce any right under this Indenture, except in the manner provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Highest Priority Class have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerHighest Priority Class, voting together as a single Class. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNotes of the Highest Priority Class, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classessuch Highest Priority Class, the Indenture Trustee shall act at the request of the Holders of such Highest Priority Class with the greater Outstanding Amount of such Highest Priority Class; provided, however that if such groups of Holders of such Notes have the same Outstanding Amount of such 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 Indenture and any such action shall be takenbinding on all parties.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (ia) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the [Controlling] Notes have requested made written request to the Indenture Trustee in writing to institute a Proceeding with such proceeding in respect to the of such Event of Default in its own name as the Indenture Trustee under this Indenturehereunder; (iiic) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ivd) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute Proceedings;such proceedings; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe [Controlling] Notes; and (vi) the it being understood and intended that no one or more Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect affect, disturb or prejudice the rights of any other Holders of the 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of the [Controlling] Notes, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe [Controlling] Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Bond shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.1610.16 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Bond Principal Balances of both Classes the Bonds have requested made a written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice of request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Bond Principal Balances of the Credit EnhancerBonds. No It is understood and intended that no one or more Holders of Notes Bonds shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to the last paragraph of Section 4.12 herein, in this Indenture. If the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesBonds, each representing less than 51% a majority of the aggregate Outstanding Amount Bond Principal Balances of both Classesthe Bonds, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16: unless: (i) the Holder such Hxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default; ; (ii) the Holders of Notes evidencing not less than 5125% of the aggregate Outstanding Amount Note Balance of both Classes the Controlling Class have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenture; hereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; ; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings; ; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of Notes evidencing not less than 51% of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Note Balance of the Credit EnhancerControlling Class. No Holders of Notes It is understood and intended that no one or more Noteholders shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount Note Balance of both Classesthe Controlling Class, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the Holder such Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5150% of the aggregate Outstanding Amount of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a Proceeding such proceeding with respect to the Notes in respect of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute Proceedingssuch proceedings; (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes; and (vi) the Holders an Insurer Default with respect to each Insurer shall have obtained the consent of the Credit Enhanceroccurred and be continuing. No Holders It being understood and intended that no Holder of Notes shall have any right in any manner whatever because whatsoever by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both Classes, the Indenture Trustee in its sole discretion may determine what action shall be takenherein provided.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the foregoing and the provisions of Section 11.1610.15 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Note Principal Balance of both Classes the Notes have requested made a written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee Trustee, for 60 days after its receipt of the such notice of request and offer of indemnity indemnity, has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Note Principal Balances of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to the last paragraph of Section 5.11 herein, in this Indenture. If the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount Note Principal Balances of both Classesthe Notes, the Indenture Trustee shall take such action as requested by the Holders representing the highest amount (in its sole discretion may determine what action shall be takenthe aggregate) of the Note Principal Balances, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16: unless: (ia) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; ; (iib) the Holders of not less than 51% twenty-five percent (25%) of the aggregate principal amount of the Notes Outstanding Amount of both Classes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenture; hereunder; (iiic) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; ; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of the such written notice, request and offer of the required indemnity has failed to institute such Proceedings; ; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such sixty (60-) day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent principal amount of the Credit EnhancerNotes Outstanding. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount principal amount of both Classesthe Notes Outstanding, the Indenture Trustee in its sole discretion may 29 35 determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture and the Indenture Trustee shall not be liable for any action taken pursuant to this Section.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the 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 5150% of the aggregate Outstanding Amount of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a Proceeding such proceeding with respect to the Notes in respect of such Rapid Amortization Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute Proceedingssuch proceedings; (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes; and (vi) the Holders an Insurer Default shall have obtained the consent of the Credit Enhancer. No occurred and be continuing; it being understood and intended that no Holders of Notes shall have any right in any manner whatever because whatsoever by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action shall be takentake direction from the group providing indemnity and representing the greater percentage of the Outstanding Amount of the Notes, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may institute any Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless the Credit Enhancer has consented and subject to Section 11.16: (i) the Holder has previously given notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes Voting Rights have requested the Indenture Trustee in writing to institute a Proceeding with respect to the Event of Default in its own name as Indenture Trustee under this Indenture; (iii) the Holders have offered the Indenture Trustee reasonable indemnity against the costs and liabilities to be incurred in complying with the request; (iv) the Indenture Trustee for 60 days after its receipt of the request and offer of indemnity has failed to institute Proceedings; (v) no direction inconsistent with the request has been given to the Indenture Trustee during the 60-day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both ClassesVoting Rights; and (vi) the Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever because of this Indenture to affect 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 provided in this Indenture. If the Indenture Trustee receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount of both ClassesVoting Rights, the Indenture Trustee in its sole discretion may determine what action shall be taken.

Limitation of Suits. No Noteholder may shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (ia) the Holder such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders holders of Notes evidencing not less than 5125% of the aggregate principal amount of the Controlling Class Outstanding Amount of both Classes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiic) the Holders such Noteholder or Noteholders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60such sixty-day period by the Holders Noteholders of Notes evidencing not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent principal amount of the Credit EnhancerControlling Class Outstanding. No Holders of Notes It is understood and intended that no one or more Noteholders shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing evidencing less than 51% a majority of the aggregate Outstanding Amount principal amount of both Classesthe Controlling Class Outstanding, the Indenture Trustee shall act at the direction of the group of Noteholders representing the greater principal amount of the Controlling Class Outstanding. If the Indenture Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing an equal principal amount of the Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have ------------------- any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Controlling Securities have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51at least 50% of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerControlling Securities. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to Section 5.06(v), in this Indenture. If the event the Indenture Trustee receives shall receive, in connection with Sections 5.06(ii) and (iii), conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 5150% of the aggregate Outstanding Amount of both Classesthe Controlling Securities, the Indenture Trustee shall act at the direction of the group of Holders of Notes representing the greater Outstanding Amount of Controlling Securities. If the Indenture Trustee receives, in connection with this Section 5.06, conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding Amount of the Controlling Securities, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall ------------------- have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Controlling Securities have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51at least 50% of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerControlling Securities. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided herein provided. Subject to Section 5.06(v), in this Indenture. If the event the Indenture Trustee receives shall receive, in connection with Sections 5.06(ii) and (iii), conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 5150% of the aggregate Outstanding Amount of both Classesthe Controlling Securities, the Indenture Trustee shall act at the direction of the group of Holders of Notes representing the greater Outstanding Amount of Controlling Securities. If the Indenture Trustee receives, in connection with this Section 5.06, conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding Amount of the Controlling Securities, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have ------------------- any right to institute any Proceeding with respect to Proceeding, judicial or otherwise this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.1610.17 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;: (ii) the Holders of o, not less than 5125% of the aggregate Outstanding Amount Security Balances of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs. expenses and liabilities to be incurred in complying with the such request;: (iv) the Indenture Trustee for 60 days after its receipt of the such notice. request and offer of indemnity has failed to institute such Proceedings;, and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Security Balances of the Credit EnhancerNotes. No It is understood and intended that; no one or more Holders of ,Notes shall have any right in any manner whatever because 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount Security Balances of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Bond shall have any right to institute any Proceeding Proceedings, judicial or otherwise, with respect to this the Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16:unless (ia) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of DefaultDefault with respect to such Series; (iib) the Holders of Bonds representing not less than 5125% of the aggregate Outstanding then Aggregate Current Principal Amount of both Classes the Bonds of the Series of which such Holder's Bond is a part shall have requested made written request to the Indenture Trustee in writing to institute a Proceeding with Proceedings in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iiic) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs costs, expenses and liabilities to be incurred in complying compliance with the such request; (ivd) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute Proceedings;any such Proceeding; and (ve) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51Bonds representing at least 50% of the aggregate Outstanding then Aggregate Current Principal Amount of both Classesthe Bonds of that Series; and (vi) the Holders have obtained the consent of the Credit Enhancer. No 104 it being understood and intended that no one or more Holders of Notes Bonds shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this the Indenture to affect 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 the Indenture, except in the manner herein provided in this Indenture. If and for the Indenture Trustee receives inconsistent requests equal and indemnity from two or more groups ratable benefit of all the Holders of Notes, each representing less than 51% Bonds. of the aggregate Outstanding Amount of both Classes, the Indenture Trustee in its sole discretion may determine what action shall be takensame Series.

Limitation of Suits. No Noteholder may Holder of any Note shall have any -------------------- right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.1611.17 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Class Principal Balance of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Class Principal Balance of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity satisfactory to it from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount Class Principal Balance of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture. In no event shall the Indenture Trustee be liable for any action taken in accordance herewith, except as otherwise provided in Section 6.01.

Limitation of Suits. (a) No Noteholder may has any right to institute any Proceeding with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy under this Indenture, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the Holder such Noteholder has previously given notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders Noteholders of not less than 51at least 25% of the aggregate Outstanding Amount of both Classes Class A Note Balance have requested the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenture; (iii) the Holders such Noteholders have offered reasonable indemnity satisfactory to the Indenture Trustee reasonable indemnity against the costs any costs, expenses, losses, damages, claims and liabilities to that may be incurred by the Indenture Trustee, or its agents, counsel, accountants and experts, in complying with such request (the requestunsecured indemnity of any Acceptable Indemnitor being deemed satisfactory for such purpose); (iv) the Indenture Trustee has failed to institute such Proceedings for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute Proceedings;indemnity; and (v) no the Noteholders of a majority of the Class A Note Balance have not given the Indenture Trustee any direction inconsistent with the such request has been given to the Indenture Trustee during the 60-such 60 day period by the Holders of not less than 51% of the aggregate Outstanding Amount of both Classes; andperiod. (vib) the Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have Noteholder has any right in any manner whatever because of this Indenture to affect affect, disturb or prejudice the rights of any other Holders of Notes Noteholder 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 provided in this Indenture. . (c) If the Indenture Trustee receives inconsistent conflicting requests and indemnity pursuant to Section 7.8(a)(ii) from two or more groups of Holders of NotesNoteholders, each representing evidencing less than 51% a majority of the aggregate Outstanding Amount of both ClassesClass A Note Balance, the Indenture Trustee in its sole discretion may determine what action shall action, if any, will be taken.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.1610.17 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Security Balances of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60-day such 60_day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Security Balances of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount Security Balances of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any ------------------- right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to the provisions of Section 11.1610.17 hereof: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount Security Balances of both Classes the Notes have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to be incurred in complying with the such request; (iv) the Indenture Trustee for 60 days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the such 60-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent Security Balances of the Credit EnhancerNotes. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the aggregate Outstanding Amount Security Balances of both Classesthe Notes, the Indenture Trustee in its sole discretion may determine what action action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder may Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy under this Indenturehereunder, unless the Credit Enhancer has consented and subject to Section 11.16unless: (i) the such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of not less than 5125% of the aggregate Outstanding Amount of both Classes the Controlling Class have requested made written request to the Indenture Trustee in writing to institute a such Proceeding with in respect to the of such Event of Default in its own name as Indenture Trustee under this Indenturehereunder; (iii) the such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs costs, expenses and liabilities to that may be incurred in complying with the such request; (iv) the Indenture Trustee for 60 sixty (60) days after its receipt of the such notice, request and offer of indemnity has failed to institute such Proceedings;; and (v) no direction inconsistent with the such written request has been given to the Indenture Trustee during the 60-day such sixty (60)-day period by the Holders of not less than 51% a majority of the aggregate Outstanding Amount of both Classes; and (vi) the Holders have obtained the consent of the Credit EnhancerControlling Class. No It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever because whatsoever by virtue of, or by availing of, any provision of this Indenture to affect 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 provided in this Indentureherein provided. If In the event the Indenture Trustee receives shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNotes pursuant to this Section, each representing less than 51% a majority of the aggregate Outstanding Amount of both Classesthe Controlling 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 action, if any, shall be taken, notwithstanding any other provisions of this Indenture.