Common use of Limitation of Suits Clause in Contracts

Limitation of Suits. (a) No Holder of any Note shall have any right to institute any Proceeding with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, except in accordance with Section 2.4(d) of the Sale and Servicing Agreement, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. (b) It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided. (c) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing less than 51% of the Note Balance of the Controlling Class, the Indenture Trustee will take action in accordance with the direction of the greatest amount of Holders of Notes (measured by principal balance).

Limitation of Suits. (a) No 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 hereunder, except in accordance with Section 2.4(d3.02(c) of the Sale and Servicing Agreement, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes evidencing not less than 25% of the Note Balance Outstanding Amount of the Controlling Class Securities have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of Notes evidencing not less than 51% at least a majority of the Note Balance Outstanding Amount of the Controlling Class. (b) Securities. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided. (c) In . Subject to Section 5.06(v), in the event the Indenture Trustee shall receive 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 evidencing representing less than 51% a majority of the Note Balance Outstanding Amount of the Controlling ClassSecurities, the Indenture Trustee will take action in accordance with shall act at the direction of the greatest amount group of Holders of Notes (measured by principal balance)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 shall notify the applicable Holders of Notes and request a joint direction regarding what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Holder of any Note shall have any right to Noteholder may institute any Proceeding with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunderunder this Indenture, except in accordance with unless the Credit Enhancer has consented and subject to Section 2.4(d) of the Sale and Servicing Agreement, unless11.16: (i) such the 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 2551% of the Note Balance aggregate Outstanding Amount of the Controlling Class all Classes have made written request to requested the Indenture Trustee in writing to institute such a Proceeding in with respect of such to the Event of Default in its own name as Indenture Trustee hereunderunder this Indenture; (iii) such Holder or the Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses costs and liabilities to be incurred in complying with such the request; (iv) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, the request and offer of indemnity has failed to institute such Proceedings; and; (v) no direction inconsistent with such written the request has been given to the Indenture Trustee during such the 60-day period by the Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of all Classes; and (vi) the Holders have obtained the consent of the Controlling Class. (b) It is understood and intended that no one or more Credit Enhancer. No Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision because of this Indenture to affect, disturb or prejudice affect 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. (c) In the event provided in this Indenture. If the Indenture Trustee shall receive conflicting or receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing representing less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Classall Classes, the Indenture Trustee will take in its sole discretion may determine what action in accordance with the direction of the greatest amount of Holders of Notes (measured by principal balance)shall be taken.

Limitation of Suits. (a) No Other than in connection with a dispute resolution pursuant to Section 3.17 of the Sale and Servicing Agreement, no Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, except in accordance with Section 2.4(d) of the Sale and Servicing Agreement, unless: : (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; ; (ii) the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; ; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; ; (iv) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day 60‑day period by the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. (b) Notes. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders of Notes Noteholders or to enforce any right under this Indenture, except in the manner herein provided. (c) . In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing representing less than 51% of the Note Balance of the Controlling ClassNotes, the Indenture Trustee will take action in accordance with the direction request given by the Holders representing the greatest Note Balance of the greatest amount of Holders of Notes (measured by principal balance)Notes.

Limitation of Suits. (a) No Other than in connection with a dispute resolution pursuant to Section 3.17 of the Sale and Servicing Agreement, no Holder of any Note shall have any right to institute any Proceeding Proceeding, judicial or otherwise, with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, except in accordance with Section 2.4(d) of the Sale and Servicing Agreement, unless: : (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; ; (ii) the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; ; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; ; (iv) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day 60‑day period by the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. (b) . It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders of Notes Noteholders or to enforce any right under this Indenture, except in the manner herein provided. (c) . In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing representing less than 51% of the Note Balance of the Controlling Class, the Indenture Trustee will take action in accordance with the direction request given by the Holders representing the greatest Note Balance of the greatest amount of Holders of Notes (measured by principal balance)Controlling Class.

Limitation of Suits. (a) No Other than as otherwise expressly provided herein in the case of an Event of Default, no 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 hereunder, except in accordance with Section 2.4(d) of the Sale and Servicing Agreement, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes evidencing not less than 25% [25]% of the Note Outstanding Balance of the Controlling Class Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for sixty ([60) ] days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such [60-] day period by the Holders of Notes evidencing not less than 51% a majority of the Note Outstanding Balance of the Controlling Class. (b) Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided. (c) . In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing representing less than 51% a majority of the Note Outstanding Balance of the Controlling ClassNotes, the Indenture Trustee will shall take the action in accordance with requested by the direction Holders of the greatest amount largest percentage in Outstanding Balance of Holders the Notes, notwithstanding any other provisions of Notes (measured by principal balance)this Indenture.

Limitation of Suits. (a) No Holder of any Note shall have any right to institute any Proceeding with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, except in accordance with Section 2.4(d) of the Sale and Servicing Agreement, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. (b) It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided. (c) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing less than 51% of the Note Balance of the Controlling Class, the Indenture Trustee will take action in accordance with the direction its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of the greatest amount of Holders of Notes (measured by principal balance)this Indenture.

Limitation of Suits. (a) No Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no 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 hereunder, except in accordance with Section 2.4(d) of the Sale and Servicing Agreement, unless: : (i) such Holder Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default; ; (ii) the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; ; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; ; (iv) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of Notes evidencing not less than 51% of the Note Balance Majority Noteholders of the Controlling Class. (b) . It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided. (c) . In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing representing less than 51% a majority of the Note Balance Outstanding Amount of the Notes of the Controlling Class, the Indenture Trustee will take action in accordance with the direction of request given by the greatest amount number of Holders of Notes (measured by principal balance)the Controlling Class.

Limitation of Suits. (a) No Holder of any Note shall have any right to Noteholder may institute any Proceeding with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunderunder this Indenture, except in accordance with unless the Credit Enhancer has consented and subject to Section 2.4(d) of the Sale and Servicing Agreement, unless11.16: (i) such the 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 2551% of the Note Balance aggregate Outstanding Amount of the Controlling Class Notes have made written request to requested the Indenture Trustee in writing to institute such a Proceeding in with respect of such to the Event of Default in its own name as Indenture Trustee hereunderunder this Indenture; (iii) such Holder or the Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses costs and liabilities to be incurred in complying with such the request; (iv) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, the request and offer of indemnity has failed to institute such Proceedings; and; (v) no direction inconsistent with such written the request has been given to the Indenture Trustee during such the 60-day period by the Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Class.Notes; and (bvi) It is understood and intended that no one or more the Holders have obtained the consent of the Credit Enhancer. No Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision because of this Indenture to affect, disturb or prejudice affect 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. (c) In the event provided in this Indenture. If the Indenture Trustee shall receive conflicting or receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing representing less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling ClassNotes, the Indenture Trustee will take in its sole discretion may determine what action in accordance with the direction of the greatest amount of Holders of Notes (measured by principal balance)shall be taken.

Limitation of Suits. (a) No 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 hereunder, except in accordance with unless and subject to the provisions of Section 2.4(d) of the Sale and Servicing Agreement, unless10.16 hereof: (ia) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of Notes evidencing not less than 2550.01% of the aggregate Note Balance Principal Balances of the Controlling Class Notes have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (ivd) the Indenture Trustee Trustee, for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity indemnity, has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of Notes evidencing not less than 51% a majority of the Note Balance Principal Balances of such Class of the Controlling Class. (b) Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided. (c) In . Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing representing less than 51% a majority of the Note Balance Principal Balances of the Controlling ClassNotes, the Indenture Trustee will shall take such action as requested by the Holders representing the highest amount (in accordance with the direction aggregate) of the greatest amount Note Principal Balances notwithstanding any other provisions of Holders of Notes (measured by principal balance)this Indenture.

Limitation of Suits. (a) No Holder of any Note shall have any right to institute any Proceeding with respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, except in accordance with Section 2.4(d) of the Sale and Servicing Agreement, unless: (i) such Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default;; Table of Contents (ii) the Holders of Notes evidencing not less than 25% of the Note Balance of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Holders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. (b) It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders of Notes or to enforce any right under this Indenture, except in the manner herein provided. (c) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing less than 51% of the Note Balance of the Controlling Class, the Indenture Trustee will take action in accordance with the direction of the greatest amount of Holders of Notes (measured by principal balance).

Limitation of Suits. (a) No Holder of any Note shall have any right to Noteholder may institute any Proceeding with respect to this Indenture Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunderunder this Indenture, except in accordance with unless the Credit Enhancer has consented and subject to Section 2.4(d) of the Sale and Servicing Agreement, unless11.16: (i) such the 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 2551% of the Note Balance aggregate Outstanding Amount of the Controlling Class all Classes have made written request to requested the Indenture Trustee in writing to institute such a Proceeding in with respect of such to the Event of Default in its own name as Indenture Trustee hereunderunder this Indenture; (iii) such Holder or the Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses costs and liabilities to be incurred in complying with such the request; (iv) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, the request and offer of indemnity has failed to institute such Proceedings; and; (v) no direction inconsistent with such written the request has been given to the Indenture Trustee during such the 60-day period by the Holders of Notes evidencing not less than 51% of the Note Balance aggregate Outstanding Amount of all Classes of Notes; and (vi) the Holders have obtained the consent of the Controlling Class. (b) It is understood and intended that no one or more Credit Enhancer. No Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision because of this Indenture to affect, disturb or prejudice affect 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. (c) In the event provided in this Indenture. If the Indenture Trustee shall receive conflicting or receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each evidencing representing less than 51% of the Note Balance aggregate Outstanding Amount of the Controlling Classall Classes of Notes, the Indenture Trustee will take in its sole discretion may determine what action in accordance with the direction of the greatest amount of Holders of Notes (measured by principal balance)shall be taken.