Common use of Limitation of Suits Clause in Contracts

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Environmental Trust Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Statute or to avail itself of the right to foreclose on the Environmental Trust Estate Bond Collateral or otherwise enforce the Lien and the security interest on the Environmental Trust Estate Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Environmental Trust Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Environmental Trust Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Environmental Trust Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementBond Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunderhereunder and each Holder agrees, by its acceptance of any Bond, to the fullest extent permitted by law, not to avail itself of any remedies in the Statute or to utilize or enforce the Statutory Lien, unless: (a) such Holder previously has given written notice to the Indenture Bond Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds have made written request to the Indenture Bond Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Bond Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Bond Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Bond Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Bond Trustee during such sixty (60)-day 60-day period by the Holders of not less than at least a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds; it being understood and intended that no one or more Holders of Bonds shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Bond Indenture to affect, disturb or prejudice the rights of any other Holders of Bonds or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Bond Indenture, except in the manner herein provided. In the event the Indenture Bond Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Bonds, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds, the Indenture Bond Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Bond Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Storm Recovery Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Storm Recovery Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Storm Recovery Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Storm Recovery Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless and subject to the provisions of Section 10.16 hereof (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount aggregate Bond Principal Balances of the Securitized Utility Tariff Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds) have 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 Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding aggregate Bond Principal Balance and a majority of the Notional Amount of the Securitized Utility Tariff Class A-IO Bonds; it being . It is understood and intended that no one or more Holders of Bonds shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Bonds or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Bonds, each representing less than a majority of the Outstanding Amount Bond Principal Balances of the Securitized Utility Tariff Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds), the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Securitization Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Law or to avail itself of the right to foreclose on the Trust Estate Securitization Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Securitization Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Securitization Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Securitization Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Securitization Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless subject to the provisions of Section 10.16 hereof: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount Bond Principal Balances of the Securitized Utility Tariff Bonds have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and; (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Bond Principal Balances of the Securitized Utility Tariff Bonds; it being and (vi) such Holder or Holders have the consent of the Bond Insurer, unless a Bond Insurer Default exists. It is understood and intended that no one or more Holders of Bonds shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Bonds or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 4.12 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Bonds, each representing less than a majority of the Outstanding Amount Bond Principal Balances of the Securitized Utility Tariff Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Securitization Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Statute or to avail itself of the right to foreclose on the Trust Estate Securitization Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Securitization Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Securitization Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60) day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Securitization Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Securitization Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or otherwise determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Notwithstanding any provision hereof to the contrary, but subject to Section 5.07 hereof, no Holder of any Securitized Utility Tariff Storm Recovery Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Storm Recovery Securitization Act Law or to avail itself of the right to foreclose on the Trust Estate Storm Recovery Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Storm Recovery Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Storm Recovery Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty‑day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Storm Recovery Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Storm Recovery Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 10.16 hereof: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount Bond Principal Balances of the Securitized Utility Tariff Bonds have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and; (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Bond Principal Balances of the Securitized Utility Tariff Bonds; it being and (vi) such Holder or Holders have the written consent of the Bond Insurer, unless a Bond Insurer Default exists. It is understood and intended that no one or more Holders of Bonds shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Bonds or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Bonds, each representing less than a majority of the Outstanding Amount Bond Principal Balances of the Securitized Utility Tariff Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Securitization Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Statute or to avail itself of the right to foreclose on the Trust Estate Securitization Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Securitization Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Securitization Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Securitization Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Securitization Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or may otherwise determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff System Restoration Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Financing Act or to avail itself of the right to foreclose on the Trust Estate System Restoration Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate System Restoration Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff System Restoration Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff System Restoration Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff System Restoration Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Event of Default arises from the Servicer's failure to remit payments when due or the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to that may be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60) day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds; it being Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsControlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Nuclear Asset-Recovery Bond of any Series shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Nuclear Asset-Recovery Law or to avail itself of the right to foreclose on the Trust Estate Series Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Series Collateral with respect to this Indenture and the related Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of DefaultDefault with respect to such Series; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Nuclear Asset-Recovery Bonds of such Series have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNuclear Asset-Recovery Bonds of all Series; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNuclear Asset-Recovery Bonds of all Series, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff System Restoration Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Law or to avail itself of the right to foreclose on the Trust Estate System Restoration Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate System Restoration Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff System Restoration Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff System Restoration Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff System Restoration Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Deferred Fuel Cost Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Deferred Fuel Cost Statute or to avail itself of the right to foreclose on the Trust Estate Deferred Fuel Cost Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Deferred Fuel Cost Collateral with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Deferred Fuel Cost Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or and/or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Deferred Fuel Cost Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Deferred Fuel Cost Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture, which shall be at the sole cost and expense of the Issuer, including attorneys’ fees and expenses and any court costs.

Limitation of Suits. No Holder of any Securitized Utility Tariff Phase-In-Recovery Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Law or to avail itself of the right to foreclose on the Trust Estate Phase-In-Recovery Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Phase-In-Recovery Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Phase-In-Recovery Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Phase-In-Recovery Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Phase-In-Recovery Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Transition Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Law or to avail itself of the right to foreclose on the Trust Estate Transition Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Transition Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Transition Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Transition Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Transition Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Consumer Rate Relief Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Law or to avail itself of the right to foreclose on the Trust Estate CRR Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate CRR Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Consumer Rate Relief Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Consumer Rate Relief Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Consumer Rate Relief Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunderhereunder for so long as a Securities Insurer Default has not occurred or is not continuing and if a Securities Insurer Default has occurred and is continuing, unless: (a) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds 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 Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Rate Stabilization Bond of any Series shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Rate Stabilization Law or to avail itself of the right to foreclose on the Trust Estate Rate Stabilization Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Rate Stabilization Bond Collateral with respect to this Indenture and the related Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of DefaultDefault with respect to such Series; (bii) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Rate Stabilization Bonds of all Series have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsRate Stabilization Bonds of all Series; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsRate Stabilization Bonds of all Series, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Except to the extent expressly set forth in Section 7.07 of this Indenture or Section 10.13 of the Sale and Servicing Agreement, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and or the Series Supplementother Basic Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) hereunder unless such Holder Xxxxxx has previously has given written notice to the Indenture Trustee of a continuing Event of Default;Default or breach of the Basic Documents by a party thereto (an “Action”), and: (a) the Event of Default or Action, as applicable, arises from the Servicer’s failure to remit payments when due; or (b) the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds Notes, voting as a single class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default or Action, as applicable in its own name as Indenture Trustee hereunder; (c) such Holder or Holders hereunder and have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) , the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) , and no direction inconsistent with such that written request has been given to the Indenture Trustee during such sixty (60)-day the 60-day period by the Holders holders of not less than a majority in principal amount of the Outstanding Amount those outstanding Notes (or relevant class or classes of the Securitized Utility Tariff Bonds; it being Notes). It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.. 29 (NAROT 2019-C Indenture)

Limitation of Suits. No Except to the extent expressly set forth in Section 7.07 of this Indenture or Section 10.13 of the Sale and Servicing Agreement, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and or the Series Supplementother Basic Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) hereunder unless such Holder Xxxxxx has previously has given written notice to the Indenture Trustee of a continuing Event of Default;Default or breach of the Basic Documents by a party thereto (an “Action”), and: (a) the Event of Default or Action, as applicable, arises from the Servicer’s failure to remit payments when due; or (b) the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds Notes, voting as a single class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default or Action, as applicable in its own name as Indenture Trustee hereunder; (c) such Holder or Holders hereunder and have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) , the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) , and no direction inconsistent with such that written request has been given to the Indenture Trustee during such sixty (60)-day the 60-day period by the Holders holders of not less than a majority in principal amount of the Outstanding Amount those outstanding Notes (or relevant class or classes of the Securitized Utility Tariff Bonds; it being Notes). It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.. 27 (NAROT 2019-B Indenture)

Limitation of Suits. No Notwithstanding any provision hereof to the contrary, but subject to Section 5.07 hereof, no Holder of any Securitized Utility Tariff Investment Recovery Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Investment Recovery Securitization Act Law or to avail itself of the right to foreclose on the Trust Estate Investment Recovery Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Investment Recovery Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Investment Recovery Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Investment Recovery Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Investment Recovery Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond shall have any right to institute any ProceedingNOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY, judicial or otherwiseNO HOLDER OF ANY STORM RECOVERY BOND SHALL HAVE ANY RIGHT TO INSTITUTE ANY PROCEEDING, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementJUDICIAL OR OTHERWISE, or for the appointment of a receiver or trusteeTO AVAIL ITSELF OF ANY REMEDIES PROVIDED IN THE SECURITIZATION ACT OR TO AVAIL ITSELF OF THE RIGHT TO FORECLOSE ON THE STORM RECOVERY BOND COLLATERAL OR OTHERWISE ENFORCE THE LIEN AND THE SECURITY INTEREST ON THE STORM RECOVERY BOND COLLATERAL WITH RESPECT TO THIS INDENTURE AND THE SERIES SUPPLEMENT, or for any other remedy hereunderOR FOR THE APPOINTMENT OF A RECEIVER OR TRUSTEE, unlessOR FOR ANY OTHER REMEDY HEREUNDER, UNLESS: (ai) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Storm Recovery Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Storm Recovery Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Storm Recovery Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Transition Bond of any Series shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Law or to avail itself of the right to foreclose on the Trust Estate Transition Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Transition Bond Collateral with respect to this Indenture and the related Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of DefaultDefault with respect to such Series; (bii) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Transition Bonds of all Series have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsTransition Bonds of all Series; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsTransition Bonds of all Series, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Except to the extent expressly set forth in Section 7.07 of this Indenture or Section 10.13 of the Sale and Servicing Agreement, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and or the Series Supplementother Basic Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) hereunder unless such Holder Xxxxxx has previously has given written notice to the Indenture Trustee of a continuing Event of Default;Default or breach of the Basic Documents by a party thereto (an “Action”), and: (a) the Event of Default or Action, as applicable, arises from the Servicer’s failure to remit payments when due; or (b) the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds Notes, voting as a single class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default or Action, as applicable in its own name as Indenture Trustee hereunder; (c) such Holder or Holders hereunder and have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) , the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) , and no direction inconsistent with such that written request has been given to the Indenture Trustee during such sixty (60)-day the 60-day period by the Holders holders of not less than a majority in principal amount of the Outstanding Amount those outstanding Notes (or relevant class or classes of the Securitized Utility Tariff Bonds; it being Notes). It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.. 27 (NAROT 2020-A Indenture)

Limitation of Suits. No So long as the Majority Certificateholder owns 100% of the Securities, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and Indenture, or for the Series Supplementappointment of a receiver or trustee, or for any other remedy hereunder. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the foregoing and the provisions of Section 10.15 hereof: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount aggregate Note Principal Balance of the Securitized Utility Tariff Bonds Notes have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee Trustee, for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity indemnity, has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders 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 (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff BondsNotes, the Indenture Trustee shall take such action as requested by the Holders representing the highest amount (in its sole discretion may file a petition with a court the aggregate) of competent jurisdiction to resolve such conflict or determine what action, if any, shall be takenthe Note Principal Balances, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Except to the extent expressly set forth in Section 7.07 of this Indenture or Section 10.13 of the Sale and Servicing Agreement, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and or the Series Supplementother Basic Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) hereunder unless such Holder Xxxxxx has previously has given written notice to the Indenture Trustee of a continuing Event of Default;Default or breach of the Basic Documents by a party thereto (an “Action”), and: (a) the Event of Default or Action, as applicable, arises from the Servicer’s failure to remit payments when due; or (b) the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds Notes, voting as a single class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default or Action, as applicable in its own name as Indenture Trustee hereunder; (c) such Holder or Holders hereunder and have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) , the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) , and no direction inconsistent with such that written request has been given to the Indenture Trustee during such sixty (60)-day the 60-day period by the Holders holders of not less than a majority in principal amount of the Outstanding Amount those outstanding Notes (or relevant class or classes of the Securitized Utility Tariff Bonds; it being Notes). It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.. 27 (NAROT 2017-A Indenture)

Limitation of Suits. No So long as the Investor owns 100% of the Securities, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and Indenture, or for the Series Supplementappointment of a receiver or trustee, or for any other remedy hereunder. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the foregoing and the provisions of Section 10.15 hereof: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount aggregate Note Principal Balance of the Securitized Utility Tariff Bonds Notes have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee Trustee, for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity indemnity, has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders 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 (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff BondsNotes, the Indenture Trustee shall take such action as requested by the Holders representing the highest amount (in its sole discretion may file a petition with a court the aggregate) of competent jurisdiction to resolve such conflict or determine what action, if any, shall be takenthe Note Principal Balances, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Other than as otherwise expressly provided herein in the case of an Event of Default, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder Xxxxxx has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount Balance of the Securitized Utility Tariff Bonds 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; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60 day period by the Holders of not less than a majority of the Outstanding Amount Balance of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount Balance of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Other than as otherwise expressly provided herein in the case of an Event of Default, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount Balance of the Securitized Utility Tariff Bonds 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; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60 day period by the Holders of not less than a majority of the Outstanding Amount Balance of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount Balance of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Event of Default arises from the Servicer’s failure to remit payments when due or the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to that may be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60) day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds; it being Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. 35 (2012-C Indenture) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsControlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No So long as the Majority Certificateholder owns 100% of the Securities, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and Indenture, or for the Series Supplementappointment of a receiver or trustee, or for any other remedy hereunder. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the foregoing and the provisions of Section 10.15 hereof: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount aggregate Note Principal Balance of the Securitized Utility Tariff Bonds Notes have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee Trustee, for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity indemnity, has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise with respect to a TMP Trigger Event, with respect to the meeting of the conditions for a REMIC Conversion or with respect to a REMIC Conversion. Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups Holders of HoldersNotes, each representing less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff BondsNotes, the Indenture Trustee shall take such action as requested by the Holders representing the highest amount (in its sole discretion may file a petition with a court the aggregate) of competent jurisdiction to resolve such conflict or determine what action, if any, shall be takenthe Note Principal Balances, notwithstanding any other provisions of this Indenture.

Limitation of Suits. (a) No Holder holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: : (ai) such Holder Noteholder previously has given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (bii) the Holders of Noteholders holding not less than a majority 25% of the Outstanding Note Amount of the Securitized Utility Tariff Bonds 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 Holder or Holders have Noteholder has offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; , (div) the Indenture Trustee has for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and Proceedings and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60 day period by the Holders of not less than Noteholders holding a majority of the Outstanding Amount Note Amount. No Noteholder or group of the Securitized Utility Tariff Bonds; it being understood and intended that no one or more Holders Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersNoteholders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNote Amount, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).

Limitation of Suits. No Other than as otherwise expressly provided herein in the case of an Event of Default, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder Xxxxxx has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount Balance of the Securitized Utility Tariff Bonds 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; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Balance of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount Balance of the Securitized Utility Tariff BondsNotes, the Indenture Trustee shall take the action requested by the Holders of the largest percentage in Outstanding Balance of the Notes and, if there is no single largest percentage in Outstanding Balance of the Notes, in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 10.14 hereof: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% Percentage Interest of the Outstanding Amount of Notes in the Securitized Utility Tariff Bonds aggregate 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, on behalf of the Noteholders; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee Trustee, for sixty (60) days after its receipt of such notice, notice of request and offer of indemnity indemnity, has failed to institute any such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60) day period by the Holders of not less representing more than a majority 50% Percentage Interest of the Outstanding Amount of Notes in the Securitized Utility Tariff Bonds; it being aggregate. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.10 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority Percentage Interest of the Outstanding Amount of Notes in the Securitized Utility Tariff Bondsaggregate, the Indenture Trustee shall take such action as requested by the Holders representing the greatest Percentage Interest of the Notes in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be takenthe aggregate, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless and subject to the provisions of Section 10.16 hereof (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount aggregate Bond Principal Balances of the Securitized Utility Tariff Bonds (for which purpose the Class 1-A-IO Bonds will be deemed to have an aggregate Bond Principal Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes of Bonds) have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Bond Principal Balances of the Bonds and a majority of the aggregate Notional Amount of the Securitized Utility Tariff Class 1-A-IO Bonds; it being . It is understood and intended that no one or more Holders of Bonds shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Bonds or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Bonds, each representing less than a majority of the Outstanding Amount Bond Principal Balances or Notional Amounts of the Securitized Utility Tariff Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond COLT 2007-SN1 Secured Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate Proceeding with respect to this Indenture and the Series SupplementCOLT Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously has given written notice to the COLT Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds COLT 2007-SN1 Secured Notes have made written request to the COLT Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as COLT Indenture Trustee hereunder; (c) such Holder or Holders have offered to the COLT Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the COLT Indenture Trustee for sixty (60) 60 days after the earlier of (x) its receipt of such notice under Section 5.6(a) above, request under Section 5.6(b) above and offer of indemnity under Section 5.6(c) above and (y) any similar notice, request and offer of indemnity to the CARAT Indenture Trustee under Section 5.6 of the CARAT Indenture, has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the COLT Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsCOLT 2007-SN1 Secured Notes; it being understood and intended that no one or more Holders of the COLT 2007-SN1 Secured Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this COLT Indenture to affect, disturb or prejudice the rights of any other Holders of the COLT 2007-SN1 Secured Notes or to obtain or to seek to obtain priority or preference over any other Holders of the COLT 2007-SN1 Secured Notes or to enforce any right under this COLT Indenture, except in the manner herein providedprovided and for the equal, ratable (on the basis of the respective aggregate amount of principal and interest, respectively, due and unpaid on the COLT 2007-SN1 Secured Note held by such COLT 2007-SN1 Secured Noteholder) and common benefit of all Holders of the COLT 2007-SN1 Secured Notes. In For the event protection and enforcement of the provisions of this Section 5.6, each and every COLT 2007-SN1 Secured Noteholder shall be entitled to such relief as can be given either at law or in equity. If the COLT Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of the COLT 2007-SN1 Secured Notes, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsCOLT 2007-SN1 Secured Notes, the COLT Indenture Trustee in its sole discretion may file a petition with a court shall take the action requested by the group representing the higher percentage of competent jurisdiction to resolve such conflict or determine what action, if any, shall be takenthe Outstanding Amount of the COLT 2007-SN1 Secured Notes, notwithstanding any other provisions of this COLT Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunderhereunder for so long as a Note Insurer Default has not occurred or is not continuing, and shall not have any such right if a Note Insurer Default has occurred and is continuing, unless: (a) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds Majority Highest Priority Class Noteholders 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 Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andProceeding; (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of Majority Highest Priority Class Noteholders; and (f) the Outstanding Amount of the Securitized Utility Tariff Bonds; it being Note Insurer has given its prior written consent. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsMajority Highest Priority Class Noteholders, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless and subject to the provisions of Section 11.16 hereof (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount aggregate Note Principal Balances of the Securitized Utility Tariff Bonds Offered Notes have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff Bonds; it being Offered Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to a TMP Trigger Event, with respect to the meeting of the conditions to a REMIC Conversion or with respect to a REMIC Conversion. Subject to the last paragraph of Section 5.11 herein, in the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff BondsOffered Notes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have ------------------- any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds 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; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to that may be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and; (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNotes; and (vi) the Note Insurer has given its prior written consent if it being is the Controlling Party or the Indenture Trustee is the Controlling Party. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless subject to the provisions of Section 10.15 hereof: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount Note Balance of the Securitized Utility Tariff Bonds Notes in any affected Class 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 Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Note Balances of the Securitized Utility Tariff Bonds; it being Notes in any affected Class. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount Note Balances of the Securitized Utility Tariff BondsNotes in such affected Class, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds Notes of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to that may be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60 day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds; it being Notes of the Controlling Class. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNotes of the Controlling Class, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Notwithstanding any provision hereof to the contrary, no Holder of any Securitized Utility Tariff Transition Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Law or to avail itself of the right to foreclose on the Trust Estate Transition Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Transition Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) : such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) ; the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Transition Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) ; such Holder or Holders have offered to the Indenture Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) ; the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) and no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Transition Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Transition Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Subject to Section 5.8 and Section 6.8, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Indenture Event of Default; (bii) (A) the Holders Indenture Event of not less than a majority of Default arises from the Outstanding Amount of Seller’s or the Securitized Utility Tariff Bonds Servicer’s failure to remit payments under the Sale and Servicing Agreement when due or (B) the Majority Noteholders shall have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Indenture Event of Default in its own name as Indenture Trustee hereunder;; 20510355.11 (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty thirty (6030) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedingsproceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds30-day period; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Noteholders. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Texas Stabilization N Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act Law or to avail itself of the right to foreclose on the Trust Estate Texas Stabilization N Bond Collateral or otherwise enforce the Lien and the security interest on the Trust Estate Texas Stabilization N Bond Collateral with respect to this Indenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunderhereunder or under any other Basic Document, unless: (a) such Holder previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Texas Stabilization N Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered offer and, if requested, provide to the Indenture Trustee security or indemnity satisfactory to it the Indenture Trustee against the costsany loss, expenses and liabilities to be incurred in complying with such requestliability or expense; (d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day sixty-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Texas Stabilization N Bonds; it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders or to obtain or to seek to obtain priority or preference over any other Holders, it being understood that the Indenture Trustee does not have an affirmative duty to ascertain whether or not any such use by a Holder affects, disturbs or prejudices the rights of any other Holders or obtains or seeks to obtain priority or preference over another Holder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of Holders, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff Texas Stabilization N Bonds, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless and subject to the provisions of Section 11.16 hereof (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount aggregate Note Principal Balances of the Securitized Utility Tariff Bonds Offered Notes have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff Bonds; it being Offered Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders 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 (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff BondsOffered Notes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No 28307633.2 Subject to Section 5.8 and Section 6.8, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Indenture Event of Default; (bii) (A) the Holders Indenture Event of not less than a majority of Default arises from the Outstanding Amount of Seller’s or the Securitized Utility Tariff Bonds Servicer’s failure to remit payments under the Sale and Servicing Agreement when due or (B) the Majority Noteholders shall have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Indenture Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty thirty (6030) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedingsproceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds30-day period; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein providedprovided and for the equal, ratable and common benefit of all Noteholders. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Event of Default arises from the Servicer’s failure to remit payments when due or the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to that may be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60) day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds; it being Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. 35 (2012-B Indenture) In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsControlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No So long as the Majority Certificateholder owns 100% of the Securities, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and Indenture, or for the Series Supplementappointment of a receiver or trustee, or for any other remedy hereunder. No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the foregoing and the provisions of Section 10.15 hereof: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount aggregate Note Principal Balance of the Securitized Utility Tariff Bonds Notes have made a written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee Trustee, for sixty (60) 60 days after its receipt of such notice, notice of request and offer of indemnity indemnity, has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders 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 (2) or more groups Holders of HoldersNotes, each representing less than a majority of the Outstanding Amount Note Principal Balances of the Securitized Utility Tariff BondsNotes, the Indenture Trustee shall take such action as requested by the Holders representing the highest amount (in its sole discretion may file a petition with a court the aggregate) of competent jurisdiction to resolve such conflict or determine what action, if any, shall be takenthe Note Principal Balances, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Other than as otherwise expressly provided herein in the case of an Event of Default, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder Xxxxxx has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount Balance of the Securitized Utility Tariff Bonds 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; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Balance of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount Balance of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder Subject to the provisions of any Securitized Utility Tariff Bond Section 15.18, no Noteholder shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the or any Series Supplement, Supplement or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds Noteholders 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 Holder or Holders have has offered to the Indenture Trustee security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60 day period by the Holders of not less Noteholders representing more than a majority 50.0% of the aggregate Class Principal Balances of all Classes of Outstanding Amount of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders Noteholders shall have any right in any manner whatever whatsoever by virtue of, or by availing of, any provision of this Indenture or any Series Supplement to affect, disturb or prejudice the rights of any other Holders Noteholders or to obtain or to seek to obtain priority or preference over any other Holders 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 (2) or more groups of HoldersNoteholders, each representing less than a majority of the aggregate Class Principal Balances of all Classes of Outstanding Amount of the Securitized Utility Tariff BondsNotes, the Indenture Trustee in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, no action 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 Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (b) the Holders of not less than a majority 25% of the Outstanding Principal Amount of the Securitized Utility Tariff Bonds Controlling Note Class of Notes have made written request to the Indenture Trustee to institute such Proceeding proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (c) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (d) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; andproceedings; (e) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Principal Amount of the Securitized Utility Tariff BondsControlling Note Class of Notes; and (f) such Event of Default actually shall have occurred and shall be continuing; it being understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Principal Amount of the Securitized Utility Tariff BondsControlling Note Class of Notes, the Indenture Trustee in its sole discretion may file shall submit the matter to a petition with a court vote of competent jurisdiction the Controlling Note Class of Notes to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Event of Default arises from the Servicer’s failure to remit payments when due or the Holders of not less than a majority 25% of the Outstanding Amount of the Securitized Utility Tariff Bonds Controlling Class of Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to that may be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60) day period by the Holders of not less than a majority of the Outstanding Amount of the Securitized Utility Tariff Bonds; it being Controlling Class of Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever whatsoever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes pursuant to this Section, each representing less than a majority of the Outstanding Amount of the Securitized Utility Tariff BondsControlling Class of Notes, the Indenture Trustee shall act at the direction of the group representing the greater percentage of the Outstanding Amount of Notes and if there is no such group then in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. No Other than as otherwise expressly provided herein in the case of an Event of Default, no Holder of any Securitized Utility Tariff Bond Note shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Act or to avail itself of the right to foreclose on the Trust Estate or otherwise enforce the Lien and the security interest on the Trust Estate with respect to this Indenture and the Series SupplementIndenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ai) such Holder has previously has given written notice to the Indenture Trustee of a continuing Event of Default; (bii) the Holders of not less than a majority 25% of the Outstanding Amount Balance of the Securitized Utility Tariff Bonds 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; (ciii) such Holder or Holders have offered to the Indenture Trustee security or reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (div) the Indenture Trustee for sixty (60) 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ev) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60)-day 60-day period by the Holders of not less than a majority of the Outstanding Amount Balance of the Securitized Utility Tariff Bonds; it being Notes. It is understood and intended that no one or more Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of HoldersHolders of Notes, each representing less than a majority of the Outstanding Amount Balance of the Securitized Utility Tariff BondsNotes, the Indenture Trustee shall take the action requested by the Holders of the largest percentage in Outstanding Balance of the Notes and, if there is no single largest percentage in Outstanding Balance of the Notes, in its sole discretion may file a petition with a court of competent jurisdiction to resolve such conflict or determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.