Common use of Limitation of Suits Clause in Contracts

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the Enhancer. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the Enhancer. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder 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, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Outstanding Balance of the Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of a majority of the aggregate Note Outstanding Balance of the Notes or by the EnhancerNotes. It is understood and intended that no Noteholder one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders Holders of Notes or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority of the aggregate Note Outstanding Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the Credit Enhancer. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance Voting Rights of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance Voting Rights of the Notes or by the Enhancer. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance Voting Rights of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note BalanceVoting Rights. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note BalanceVoting Rights, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder 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 and subject to the provisions of Section 10.17 hereof: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-60 day period by the Noteholders Holders of a majority of the aggregate Note Balance of the Notes or by the Credit Enhancer. It is understood and intended that no Noteholder one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders Holders of Notes or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Noteholder 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 and subject to the provisions of Section 10.17 hereof: unless: (ai) such Noteholder shall have previously has given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (bii) the Noteholders of holding not less than 25% of the aggregate Note Balance of the Notes shall Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (ciii) such Noteholder or Noteholders shall have has offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; , (div) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and Proceedings and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-60 day period by the Noteholders of holding a majority of the aggregate Note Balance Outstanding Amount. No Noteholder or group of the Notes or by the Enhancer. It is understood and intended that no Noteholder Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the NotesOutstanding Amount, the Indenture Trustee shall act at in accordance with the direction of request specified by the group of Noteholders with the greater Note Balance. In greatest percentage of the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be takenOutstanding Amount, notwithstanding any other provisions of this Indenture. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).

Limitation of Suits. No Noteholder 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 and subject to the provisions of Section 10.17 10.16 hereof: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Balance Principal Balances of the Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 days after its receipt of such notice, notice of request and offer of indemnity shall have has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of a majority of the aggregate Note Balance Principal Balances of the Notes or by the EnhancerNotes. It is understood and intended that no Noteholder one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders Holders of Notes or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority of the aggregate Note Balance Principal Balances of the Notes, the Indenture Trustee shall act at take such action as requested by the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders Holders representing the same highest amount (in the aggregate) of Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, Principal Balances notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, trustee or for any other remedy hereunder, unless and (subject to the provisions of Section 10.17 hereof:10.16): (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders Holders of Notes representing not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to that may be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of Notes representing not less than a majority of the aggregate Note Balance of the Notes or by the EnhancerNotes. It is understood and intended that no No Noteholder shall have any right in any manner whatever whatsoever by virtue of, of or by availing itself of, of any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or Noteholder, to obtain or to seek to obtain priority or preference over any other Noteholders Noteholder or to enforce any right under this Indenture, in each case except in the manner herein provided. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Senior Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balanceas applicable, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions provision of this Indenture.

Limitation of Suits. No Noteholder 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 and subject to the provisions of Section 10.17 10.16 hereof: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Balance Principal Balances of the Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 days after its receipt of such notice, notice of request and offer of indemnity shall have has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of a majority of the aggregate Note Balance Principal Balances of the Notes or by the EnhancerNotes. It is understood and intended that no Noteholder one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders Holders of Notes or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority of the aggregate Note Balance Principal Balances of the Notes, the Indenture Trustee shall act at take such action as requested by the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders Holders representing the same highest amount (in the aggregate) of Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, Principal Balances notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (a) such Noteholder shall have has previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of Notes evidencing not less than 25% of the aggregate Note Balance of the Notes shall Controlling Note 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; (c) such Noteholder or Noteholders shall have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60sixty-day period by the Noteholders of Notes evidencing not less than a majority of the aggregate Note Balance of the Notes or by the EnhancerControlling Note Class. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing evidencing less than a majority of the aggregate Note Balance of the NotesControlling Note Class, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the EnhancerNotes. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, hereunder unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default;, and: (a) the Event of Default arises from the Servicer’s failure to remit payments when due; or (b) the Noteholders Holders of not less than 25% of the aggregate Note Balance Outstanding Amount of the Notes shall Notes, voting as a single class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Noteholder or Noteholders shall hereunder and have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) , the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) , and no direction inconsistent with such that written request shall have has been given to the Indenture Trustee during such the 60-day period by the Noteholders holders of a majority in principal amount of the aggregate Note Balance those outstanding Notes (or relevant class or classes of the Notes or by the EnhancerNotes). It is understood and intended that no Noteholder one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders Holders of Notes or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority of the aggregate Note Balance Outstanding Amount of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder Other than in connection with a dispute resolution pursuant to Section 3.17 of the Sale and Servicing Agreement, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: unless: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; ; (bii) the Noteholders Holders of Notes evidencing not less than 25% of the aggregate Note Balance of the Notes shall 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; ; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; ; (div) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day 60‑day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the EnhancerMajority Noteholders. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority 51% of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at will take action in accordance with the direction request given by the Holders representing the greatest Note Balance of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureNotes.

Limitation of Suits. No Noteholder 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 (and in all events subject to the provisions of Section 10.17 11.16 hereof:): (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Balance Outstanding Amount of the Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such ProceedingsProceeding; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such sixty (60-) day period by the Noteholders Holders of a majority of the aggregate Note Balance Outstanding Amount of the Notes or by the EnhancerNotes, voting together as a single class. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance Outstanding Amount of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with representing the greater Note Balance. In percentage of the event that Outstanding Amount of the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureNotes.

Limitation of Suits. (a) No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Balance of the Outstanding Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to that may be incurred by it in complying with such request; (div) the Indenture Trustee for 60 thirty (30) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-thirty (30) day period by the Noteholders of representing a majority of the aggregate Note Balance of the Outstanding Notes or by of the Enhancer. Controlling Class. (b) It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. as set forth herein. (c) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersNoteholders pursuant to this Section 5.06, each representing less than a majority of the aggregate Note Balance of the Outstanding Notes of the Controlling Class of Notes, the Indenture Trustee shall only act at the written direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing a majority of the same Note Balance, then Balance of the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions Outstanding Notes of this Indenturethe Controlling Class.

Limitation of Suits. No Noteholder 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 and subject to the foregoing and the provisions of Section 10.17 10.15 hereof: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Principal Balance of the Senior Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee Trustee, for 60 days after its receipt of such notice, notice of request and offer of indemnity shall have indemnity, has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of a majority of the aggregate Note Balance Principal Balances of the Notes or by the EnhancerSenior Notes. It is understood and intended that no Noteholder one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders Holders of Notes or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority of the aggregate Note Principal Balance of the Senior Notes, the Indenture Trustee shall act at take such action as requested by the direction Holders representing the highest amount (in the aggregate) of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be takenPrincipal Balances, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Noteholder holder of any Senior 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 and subject to the provisions of Section 10.17 hereof: unless: (ai) such Senior Noteholder shall have previously has given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (bii) the Senior Noteholders of holding not less than 25% of the aggregate Note Balance of the Notes shall Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (ciii) such Senior Noteholder or Noteholders shall have has offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; , (div) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and Proceedings and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-60 day period by the Senior Noteholders of holding a majority of the aggregate Note Balance Outstanding Amount. No Senior Noteholder or group of the Notes or by the Enhancer. It is understood and intended that no Noteholder Senior Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Senior Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders Senior Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Senior Noteholders, each representing less than a majority of the aggregate Note Balance of the NotesOutstanding Amount, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. (b) No Senior Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Senior Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Senior Noteholders are entitled to vote or consent under this Indenture and the Senior Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, including with respect to the Policy, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; (e) unless an Enhancer Default has occurred, the Enhancer has given its written consent to the proposed proceedings; and (ef) no written direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the Enhancer. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Subject to the provisions of Section 15.16, no Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or any Indenture Supplement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (a) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall by an Affirmative Direction 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; (c) such Noteholder Holder or Noteholders shall have Holders has offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such sixty (60-) day period by the Noteholders of a majority representing more than 50% of the aggregate Note Outstanding Class Principal Balance of the Notes or by the Enhancerall Classes of Notes. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture or any Indenture Supplement to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this IndentureIndenture or any Indenture Supplement, except in the manner herein providedprovided in this Indenture. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Outstanding Class Principal Balance of the all Classes of Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureIndenture or any Indenture Supplement. Notwithstanding any provision of this Section 10.10, the Indenture Trustee shall not take any action or permit any action to be taken that is inconsistent with Section 15.16.

Limitation of Suits. (a) No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (ai) such Noteholder shall have has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders holders of Notes evidencing not less than 25% of the aggregate Note Balance Outstanding Amount of the Notes shall 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; (ciii) such Noteholder or Noteholders shall have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60sixty-day period by the Noteholders of Notes evidencing not less than a majority of the aggregate Note Balance Outstanding Amount of the Notes Controlling Class. No Noteholder or by the Enhancer. It is understood and intended that no Noteholder group of Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing evidencing less than a majority of the aggregate Note Balance Outstanding Amount of the NotesControlling Class, the Indenture Trustee shall act at the direction of the group of Noteholders with representing the greater Note Balancepercentage of the Outstanding Amount of the Controlling Class. In the event that If the Indenture Trustee shall receive receives conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing an equal percentage of the same Note BalanceOutstanding Amount of the Controlling Class, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the other Basic Documents, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).

Limitation of Suits. No Subject to the provisions of Section 15.16, no Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or any Indenture Supplement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (a) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall by an Affirmative Direction 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; (c) such Noteholder Holder or Noteholders shall have Holders has offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such sixty (60-) day period by the Noteholders of a majority representing more than 50% of the aggregate Note Outstanding Class Principal Balance of the Notes or by the Enhancerall Classes of Notes. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture or any Indenture Supplement to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this IndentureIndenture or any Indenture Supplement, except in the manner herein providedprovided in this Indenture. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Outstanding Class Principal Balance of the all Classes of Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureIndenture or any Indenture Supplement. Notwithstanding any provision of this Section 10.10, the Indenture Trustee shall not take any action or permit any action to be taken that is inconsistent with Section 15.16.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (a) such Noteholder shall have has previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders holders of Notes evidencing not less than 25% of the aggregate Note Balance Outstanding Amount of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60sixty-day period by the Noteholders of Notes evidencing not less than a majority of the aggregate Note Balance Outstanding Amount of the Notes or by the EnhancerControlling Class. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing evidencing less than a majority of the aggregate Note Balance Outstanding Amount of the NotesControlling Class, the Indenture Trustee shall act at the direction of the group of Noteholders with representing the greater Note Balanceprincipal amount of the Notes. In the event that If the Indenture Trustee shall receive receives conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing an equal Outstanding Amount of the same Note BalanceControlling Class, then the Indenture Trustee in its sole discretion may determine what 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 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 and subject to the provisions of Section 10.17 hereof: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of a majority of the aggregate Note Balance of the Notes or by the Credit Enhancer. It is understood and intended that no Noteholder one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders Holders of Notes or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 2550% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the EnhancerNotes. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder Holder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders Holders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder Holder or Noteholders Holders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of a majority of the aggregate Note Balance of the Notes or by the Enhancer. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. 41 (a) No Noteholder 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 and subject to the provisions of Section 10.17 hereofunless: (ai) such Noteholder Holder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Balance of the Notes Balances shall 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; (ciii) such Noteholder Holder or Noteholders Holders shall have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and; (ev) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of a majority of the aggregate Note Balance of the Notes or by the EnhancerBalances; and (vi) an Insurer Default shall have occurred and be continuing. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. . (b) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance Balances of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what which action, if any, shall be taken, notwithstanding any other provisions of this IndentureIndenture and any such action shall be binding on all parties.

Limitation of Suits. No Subject to the provisions of Section 15.18, no Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or any Series Supplement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (a) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall by an Affirmative Direction 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; (c) such Noteholder Holder or Noteholders shall have Holders has offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such sixty (60-) day period by the Noteholders of a majority representing more than 50% of the aggregate Note Balance Class Principal Balances of the Notes or by the Enhancerall Classes of Outstanding Notes. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture or any Series Supplement to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this IndentureIndenture or any Series Supplement, except in the manner herein providedprovided in this Indenture. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance Class Principal Balances of the all Classes of Outstanding Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureIndenture or any Series Supplement. Notwithstanding any provision of this Section 10.10, the Indenture Trustee shall not take any action or permit any action to be taken that is inconsistent with Section 15.18.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (a) such Noteholder shall have has previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders holders of Notes evidencing not less than 25% of the aggregate Note Balance principal amount of the Notes shall [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; (c) such Noteholder or Noteholders shall have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60sixty-day period by the Noteholders of Notes evidencing not less than a majority of the aggregate Note Balance principal amount of the Notes or by the Enhancer[Controlling Class] [Notes]. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing evidencing less than a majority of the aggregate Note Balance principal amount of the [Controlling Class] [Notes], the Indenture Trustee shall act at the direction of the group of Noteholders with representing the greater Note Balanceprincipal amount of the [Controlling Class] [Notes]. In the event that If the Indenture Trustee shall receive receives conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing an equal principal amount of the same Note BalanceNotes, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Subject to the provisions of Section 15.18, no Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Base Indenture or any Indenture Supplement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (a) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee and the Servicer of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall by an Affirmative Direction have made written request to the Indenture Trustee and the Servicer to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Noteholder Holder or Noteholders shall have Holders has offered to the Indenture Trustee reasonable and the Servicer indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee and the Servicer for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have has been given to the Indenture Trustee or the Servicer during such 60-day period by the Noteholders a Majority of a majority of the aggregate Note Balance of the Notes or by the EnhancerNoteholders. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Base Indenture or any Indenture Supplement to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this IndentureBase Indenture or any Indenture Supplement, except in the manner herein providedprovided in this Base Indenture. In the event the Indenture Trustee or the Servicer shall receive conflicting or inconsistent requests requests, security and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Outstanding Class Principal Balance of the all Classes of Notes, the Indenture Trustee shall act at or the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note BalanceServicer, then the Indenture Trustee in its sole discretion may determine what action, if anyas applicable, shall not be takenrequired to take any action, notwithstanding any other provisions of this IndentureBase Indenture or any Indenture Supplement. Notwithstanding any provision of this Section 10.10, the Indenture Trustee shall not take any action or permit any action to be taken that is inconsistent with Section 15.18.

Limitation of Suits. No Subject to the provisions of Section 15.18, no Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Base Indenture or any Indenture Supplement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (a) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall by an Affirmative Direction 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; (c) such Noteholder Holder or Noteholders shall have Holders has offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the EnhancerMajority Noteholders. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Base Indenture or any Indenture Supplement to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this IndentureBase Indenture or any Indenture Supplement, except in the manner herein providedprovided in this Base Indenture. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Outstanding Class Principal Balance of the all Classes of Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, no action shall be taken, notwithstanding any other provisions of this IndentureBase Indenture or any Indenture Supplement. Notwithstanding any provision of this Section 10.10, the Indenture Trustee shall not take any action or permit any action to be taken that is inconsistent with Section 15.18.

Limitation of Suits. (a) No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Outstanding Note Balance of the Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to that may be incurred by it in complying with such request; (div) the Indenture Trustee for 60 thirty (30) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-thirty (30) day period by the Noteholders of representing a majority of the aggregate Note Balance of the Outstanding Notes or by of the Enhancer. Controlling Class. (b) It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. as set forth herein. (c) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersNoteholders pursuant to this Section 5.06, each representing less than a majority of the aggregate Outstanding Note Balance of the Controlling Class of Notes, the Indenture Trustee shall only act at the written direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing a majority of the same Note Balance, then Balance of the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions Outstanding Notes of this Indenturethe Controlling Class.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance Voting Rights of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance Voting Rights of the Notes or by the EnhancerNotes. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance Voting Rights of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note BalanceVoting Rights. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note BalanceVoting Rights, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Subject to the provisions of Section 15.18, no Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Base Indenture or any Indenture Supplement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (a) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee and the Servicer of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall by an Affirmative Direction have made written request to the Indenture Trustee and the Servicer to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Noteholder Holder or Noteholders shall have Holders has offered to the Indenture Trustee reasonable and the Servicer indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee and the Servicer for 60 days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have has been given to the Indenture Trustee or the Servicer during such 60-day period by the Noteholders a Majority of a majority of the aggregate Note Balance of the Notes or by the EnhancerNoteholders. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Base Indenture or any Indenture Supplement to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this IndentureBase Indenture or any Indenture Supplement, except in the manner herein providedprovided in this Base Indenture. In the event the Indenture Trustee or the Servicer shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Outstanding Class Principal Balance of the all Classes of Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, no action shall be taken, notwithstanding any other provisions of this IndentureBase Indenture or any Indenture Supplement. Notwithstanding any provision of this Section 10.10, the Indenture Trustee shall not take any action or permit any action to be taken that is inconsistent with Section 15.18.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, trustee or for any other remedy hereunder, unless and (subject to the provisions of Section 10.17 hereof:10.16): (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders Holders of Notes representing not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to that may be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders Enhancer or the Holders of Notes representing not less than a majority of the aggregate Note Balance of the Notes or by the EnhancerBalance. It is understood and intended that no No Noteholder shall have any right in any manner whatever whatsoever by virtue of, of or by availing itself of, of any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or Noteholder, to obtain or to seek to obtain priority or preference over any other Noteholders Noteholder or to enforce any right under this Indenture, in each case except in the manner herein provided. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions provision of this Indenture.

Limitation of Suits. No Noteholder 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 and subject to the provisions of Section 10.17 10.16 hereof: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Balance Principal Balances of the Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee Trustee, for 60 days after its receipt of such notice, notice of request and offer of indemnity shall have indemnity, has failed to institute such Proceedings; and; (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of a majority of the aggregate Note Balance Principal Balances of the Notes or by the Enhancer. Notes; and (vi) It is understood and intended that no Noteholder one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders Holders of Notes or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority of the aggregate Note Balance Principal Balances of the Notes, the Indenture Trustee shall act at take the direction of action requested by the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders Holders representing the same largest percentage of the Note Principal Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Noteholder 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 and subject to the provisions of Section 10.17 hereofunless: (ai) such Noteholder Holder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Balance of the Notes Balances shall 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; (ciii) such Noteholder Holder or Noteholders Holders shall have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and; (ev) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of a majority of the aggregate Note Balance of Balances; and (vi) an Insurer Default shall have occurred and be continuing or the Notes or by the EnhancerInsurance Agreement has terminated. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. . (b) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance Balances of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what that action, if any, shall be taken, notwithstanding any other provisions of this IndentureIndenture and any such action shall be binding on all parties.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless the Enhancer consents thereto (so long as no Enhancer Default exists) and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the Enhancer. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (ai) such Noteholder shall have has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders holders of Notes evidencing not less than 25% of the aggregate Note Balance Outstanding Amount of the Notes shall 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; (ciii) such Noteholder or Noteholders shall have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60sixty-day period by the Noteholders of Notes evidencing not less than a majority of the aggregate Note Balance Outstanding Amount of the Notes Controlling Class. No Noteholder or by the Enhancer. It is understood and intended that no Noteholder group of Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing evidencing less than a majority of the aggregate Note Balance Outstanding Amount of the NotesControlling Class, the Indenture Trustee shall act at the direction of the group of Noteholders with representing the greater Note Balancepercentage of the Outstanding Amount of the Controlling Class. In the event that If the Indenture Trustee shall receive receives conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing an equal percentage of the same Note Balance27 Indenture 2007-1 Outstanding Amount of the Controlling Class, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the other Basic Documents, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (ai) such Noteholder shall have has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders of not less than 25% of the aggregate Class A-1 Note Balance of Principal Amount and the Notes shall Class A-2 Note Principal Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Noteholder or Noteholders shall have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; andProceeding; (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Class A-1 Note Balance Principal Amount and the Class A-2 Note Principal Amount or the Insurer; and (vi) the Insurer shall have given its prior written consent; provided, however, that during the existence and continuation of an Insurer Default the Indenture Trustee shall not require the prior written consent of the Notes or by the EnhancerInsurer. It is it being understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersNoteholders pursuant to this Section 5.06, each representing less than a majority of the aggregate Class A-1 Note Balance of Principal Amount and the NotesClass A-2 Note Principal Amount, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture, but such action, if any, shall require the prior consent of the Insurer or shall be at the direction of the Insurer.

Limitation of Suits. No Noteholder 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 and subject to the foregoing and the provisions of Section 10.17 10.15 hereof: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Noteholders Holders of not less than 25% of the aggregate Note Principal Balance of the Senior Notes shall 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; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee Trustee, for 60 days after its receipt of such notice, notice of request and offer of indemnity shall have indemnity, has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of a majority of the aggregate Note Principal Balance of the Notes or by the EnhancerSenior Notes. It is understood and intended that no Noteholder one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders Holders of Notes or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority of the aggregate Note Principal Balance of the Senior Notes, the Indenture Trustee shall act at take such action as requested by the direction Holders representing the highest amount (in the aggregate) of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be takenPrincipal Balances, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, trustee or for any other remedy hereunder, unless and (subject to the provisions of Section 10.17 hereof:10.16): (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders Holders of Notes representing not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to that may be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and; (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of Notes representing not less than a majority of the aggregate Note Balance of the Notes or or, by the Enhancer; and (f) in the case of the Senior Notes, the Enhancer has given its prior written consent. It is understood and intended that no No Noteholder shall have any right in any manner whatever whatsoever by virtue of, of or by availing itself of, of any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or Noteholder, to obtain or to seek to obtain priority or preference over any other Noteholders Noteholder or to enforce any right under this Indenture, in each case except in the manner herein provided. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Senior Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balanceas applicable, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions provision of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; (e) the Enhancer has given its written consent to the proposed proceedings; and (ef) no written direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the Enhancer. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, trustee or for any other remedy hereunder, unless and (subject to the provisions of Section 10.17 hereof:10.16): (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders Holders of Notes representing not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to that may be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders Holders of Notes representing not less than a majority of the aggregate Note Balance of the Notes or by the EnhancerNotes. It is understood and intended that no No Noteholder shall have any right in any manner whatever whatsoever by virtue of, of or by availing itself of, of any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or Noteholder, to obtain or to seek to obtain priority or preference over any other Noteholders Noteholder or to enforce any right under this Indenture, in each case except in the manner herein provided. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions provision of this Indenture.

Limitation of Suits. No Noteholder 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 and subject to the provisions of Section 10.17 11.15 hereof: (ai) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (bii) prior to the payment in full of Notes, the Noteholders of evidencing not less than 25% of the aggregate Note Outstanding Principal Balance of the Notes shall have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name capacity as Indenture Trustee hereunder; (ciii) such Noteholder Holder or Noteholders shall Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to the Trustee against the costs, expenses and liabilities to be incurred by it in complying with such request; (div) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (ev) prior to the payment in full of the Notes, no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-60 day period by the Noteholders Holders of a majority of the aggregate Note Outstanding Principal Balance of the Notes or by the EnhancerNotes. It is understood and intended that no Noteholder one or more of the Holders of Notes shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders Holders of Notes or to obtain or to seek to obtain priority or preference over any other Noteholders Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of NoteholdersHolders of Notes, each representing less than a majority of the aggregate Note Aggregate Outstanding Principal Balance of the NotesNotes then entitled to make such request, the Indenture Trustee shall act at take the direction action requested by the Holders of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders Notes representing the same greatest percentage of the Aggregate Outstanding Note Balance, then the Indenture Trustee in its sole discretion may Balance to determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the EnhancerNotes. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Noteholder 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 and subject to the provisions of Section 10.17 hereof: unless: (ai) such Noteholder shall have previously has given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (bii) the Noteholders of holding not less than 25% of the aggregate Note Balance of the Notes shall Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (ciii) such Noteholder or Noteholders shall have has offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; , (div) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and Proceedings and (ev) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such 60-day period by the Noteholders of holding a majority of the aggregate Note Balance Outstanding Amount. No Noteholder or group of the Notes or by the Enhancer. It is understood and intended that no Noteholder Noteholders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the NotesOutstanding Amount, the Indenture Trustee shall act at in accordance with the direction of request specified by the group of Noteholders with the greater Note Balance. In greatest percentage of the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be takenOutstanding Amount, notwithstanding any other provisions of this Indenture. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).

Limitation of Suits. No Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereof: (a) such Noteholder shall have previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall 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; (c) such Noteholder or Noteholders shall have offered the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have been given to the Indenture Trustee during such 60-day period by the Noteholders of a majority of the aggregate Note Balance of the Notes or by the Enhancer. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Balance of the Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Subject to the provisions of Section 15.16, no Noteholder shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or any Indenture Supplement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless and subject to the provisions of Section 10.17 hereofunless: (a) such Noteholder shall have Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Noteholders of not less than 25% of the aggregate Note Balance of the Notes shall have by an Affirmative Direction 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; (c) such Noteholder Holder or Noteholders shall have Holders has offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred by it in complying with such request; (d) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity shall have has failed to institute such Proceedings; and (e) no direction inconsistent with such written request shall have has been given to the Indenture Trustee during such sixty (60-) day period by the Noteholders of a majority representing more than 50% of the aggregate Note Outstanding Class Principal Balance of the Notes or by the Enhancerall Classes of Notes. It is understood and intended that no Noteholder one or more Noteholders shall have any right in any manner whatever whatsoever by virtue of, or by availing itself of, any provision of this Indenture or any Indenture Supplement to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this IndentureIndenture or any Indenture Supplement, except in the manner herein providedprovided in this Indenture. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the aggregate Note Outstanding Class Principal Balance of the all Classes of Notes, the Indenture Trustee shall act at the direction of the group of Noteholders with the greater Note Balance. In the event that the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders representing the same Note Balance, then the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this IndentureIndenture or any Indenture Supplement. Notwithstanding any provision of this Section 10.10, the Indenture Trustee shall not take any action or permit any action to be taken that is inconsistent with Section 15.16.