Common use of Limitation of Suits Clause in Contracts

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing not less than 25% of the Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Majority Noteholders. 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 or more groups of Holders of Notes, each representing less than 51% of the Outstanding Amount, the Indenture Trustee will take action in accordance with the request given by the Holders of Notes holding the greatest percentage of the Outstanding Amount.

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing not less than 25% of the Outstanding Amount Note Balance of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Majority NoteholdersNoteholders 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 by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the Outstanding AmountAmount of the Notes of the Controlling Class, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

Limitation of Suits. Other than the pursuing of in connection with a dispute resolution on behalf pursuant to Section 3.17 of the Issuer in respect of any repurchase request that remains unresolved for 180 daysSale and Servicing Agreement, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing evidencing not less than 25% of the Outstanding Amount Note Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day 60‑day period by the Majority NoteholdersHolders of Notes evidencing not less than 51% of the Note Balance of the Notes. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the Outstanding AmountNote Balance of the Notes, the Indenture Trustee will take action in accordance with the request given by the Holders of Notes holding representing the greatest percentage Note Balance of the Outstanding AmountNotes.

Limitation of Suits. Other than the pursuing of in connection with a dispute resolution on behalf pursuant to Section 3.17 of the Issuer in respect of any repurchase request that remains unresolved for 180 daysSale and Servicing Agreement, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing evidencing not less than 25% of the Outstanding Amount Note Balance of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day 60‑day period by the Majority NoteholdersHolders of Notes evidencing not less than 51% of the Note Balance of the Controlling Class. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the Outstanding AmountNote Balance of the Controlling Class, the Indenture Trustee will take action in accordance with the request given by the Holders of Notes holding representing the greatest percentage Note Balance of the Outstanding AmountControlling Class.

Limitation of Suits. Other than the pursuing of in connection with a dispute resolution on behalf pursuant to Section 3.17 of the Issuer in respect of any repurchase request that remains unresolved for 180 daysSale and Servicing Agreement, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing evidencing not less than 25% of the Outstanding Amount Note Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day 60‑day period by the Majority Noteholders. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the Outstanding AmountNote Balance of the Notes, the Indenture Trustee will take action in accordance with the request given by the Holders of Notes holding representing the greatest percentage Note Balance of the Outstanding AmountNotes.

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

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

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no Holder (a) No holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, except in accordance with Section 2.3(d) of the Exchange Note Sale Agreement, unless: (i) such Xxxxxx Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Default; , (ii) the Holders of Notes representing Noteholders holding not less than 25% of the Outstanding Note Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by Noteholders holding a majority of the Majority NoteholdersOutstanding Note Amount. It is understood and intended that no one No Noteholder or more Holders group of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a majority of the Outstanding Note Amount, the Indenture Trustee will take action in accordance with shall act at the request given by direction of the group of Holders of Notes holding representing the greatest percentage greater Outstanding Amount of the Controlling Securities. If the Indenture Trustee receives, in connection with this Section 5.6, conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding AmountAmount of the Controlling Securities, the Indenture Trustee shall notify the applicable Holders of Notes and request a joint direction regarding what action, if any, shall be taken, notwithstanding any other provisions of this Indenture.

Limitation of Suits. Other than the pursuing of in connection with a dispute resolution on behalf pursuant to Section 3.17 of the Issuer in respect of any repurchase request that remains unresolved for 180 daysSale and Servicing Agreement, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing evidencing not less than 25% of the Outstanding Amount Note Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day 60‑day period by the Majority Noteholders. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the Outstanding AmountNote Balance of the Notes, the Indenture Trustee will take action in accordance with the request given by the Holders of Notes holding representing the greatest percentage Note Balance of the Outstanding AmountNotes.

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Hxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing not less than 25% of the Outstanding Amount Note Balance of the Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Majority NoteholdersNoteholders 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 by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the Outstanding AmountAmount of the Notes of the Controlling Class, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

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

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect (a) No holder of any repurchase request that remains unresolved for 180 days, no Holder of any Senior Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Senior Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (ii) the Holders of Notes representing Senior Noteholders holding not less than 25% of the Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Senior Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-60 day period by Senior Noteholders holding a majority of the Majority NoteholdersOutstanding Amount. It is understood and intended that no one No Senior Noteholder or more Holders group of Notes Senior Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Senior Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Senior Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesSenior Noteholders, each representing less than 51% a majority of the Outstanding Amount, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

Limitation of Suits. Other than the pursuing of in connection with a dispute resolution on behalf pursuant to Section 3.17 of the Issuer in respect of any repurchase request that remains unresolved for 180 daysSale and Servicing Agreement, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing evidencing not less than 25% of the Outstanding Amount Note Balance of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day 60‑day period by the Majority NoteholdersHolders of Notes evidencing not less than 51% of the Note Balance of the Notes. It is understood and intended that no one or more Holders of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the Outstanding AmountNote Balance of the Notes, the Indenture Trustee will take action in accordance with the request given by the Holders of Notes holding representing the greatest percentage Note Balance of the Outstanding AmountNotes.

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no Holder of any Note shall have any right to No Noteholder may institute any Proceeding, judicial or otherwise, Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunderunder this Indenture, unlessunless the Credit Enhancer has consented and subject to Section 11.16: (i) such Xxxxxx the Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing not less than 2551% of the aggregate Outstanding Amount have made written request to requested the Indenture Trustee in writing to institute such a Proceeding in with respect of such to the Event of Default in its own name as Indenture Trustee hereunderunder this Indenture; (iii) such Holder or the Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses costs and liabilities to be incurred in complying with such the request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, the request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written the request has been given to the Indenture Trustee during such the 60-day period by the Majority NoteholdersHolders of not less than 51% of the aggregate Outstanding Amount; and (vi) the Holders have obtained the consent of the Credit Enhancer. It is understood and intended that no one or more No Holders of Notes shall have any right in any manner whatever by virtue of, or by availing of, any provision because of this Indenture to affect, disturb or prejudice affect the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein providedprovided in this Indenture. In the event If the Indenture Trustee shall receive conflicting or receives inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% of the aggregate Outstanding Amount, the Indenture Trustee will take in its sole discretion may determine what action in accordance with the request given by the Holders of Notes holding the greatest percentage of the Outstanding Amountshall be taken.

Limitation of Suits. Other than Notwithstanding any provision hereof to the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 dayscontrary, no Holder of any Note Transition Bond of any Series shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Law or to avail itself of the right to foreclose on the Transition Bond Collateral or otherwise enforce the Lien and the security interest on the Transition Bond Collateral with respect to this IndentureIndenture and the related Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Holder previously has previously given written notice to the Indenture Trustee of a continuing Event of DefaultDefault with respect to such Series; (ii) the Holders of Notes representing not less than 25% a majority of the Outstanding Amount of the 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; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60sixty-day period by the Majority Noteholders. It is Holders of a majority of the Outstanding Amount of the Transition Bonds of all Series; 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 or more groups of Holders of NotesHolders, each representing less than 51% a majority of the Outstanding AmountAmount of the Transition Bonds of all Series, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

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

Limitation of Suits. Other than (i) Except to the pursuing extent expressly set forth in Sections 7.07 or 11.21 of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 daysthis Indenture, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this IndentureIndenture or the other Basic Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event Indenture Default or a breach of Default; the Basic Documents by a party thereto (an “Action”), (ii) the Holders of Notes representing Noteholders holding not less than 25% of the Outstanding Amount of Notes, voting together as a single class, have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default or Action, as applicable, in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has notice failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders holding at least a Majority NoteholdersInterest, voting together as a single class. It is understood and intended that no one No Noteholder or more Holders group of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a Majority Interest of the Outstanding AmountNotes, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Xxxxxx Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of Notes representing not less than 25% of the principal amount of the Notes Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Majority NoteholdersHolders of a majority of the principal amount of the Notes Outstanding. 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 or more groups of Holders of Notes, each representing less than 51% a majority of the Outstanding Amountprincipal amount of the Notes Outstanding, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amount.this Indenture. SECTION 5.7

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing not less than 25% of the Outstanding Amount of the Notes have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Majority NoteholdersHolders of a majority of the Outstanding Amount of the Notes; and (vi) 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 by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes, each representing less than 51% a majority of the Outstanding AmountAmount of the Notes, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture. SECTION 5.07.

Limitation of Suits. Other than Notwithstanding any provision hereof to the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 dayscontrary, no Holder of any Note Transition Bond shall have any right to institute any Proceeding, judicial or otherwise, to avail itself of any remedies provided in the Securitization Law or to avail itself of the right to foreclose on the Transition Bond Collateral or otherwise enforce the Lien and the security interest on the Transition Bond Collateral with respect to this IndentureIndenture and the Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Holder previously has previously given written notice to the Indenture Trustee of a continuing Event of Default; (ii) the Holders of Notes representing not less than 25% a majority of the Outstanding Amount of the Transition Bonds have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60sixty-day period by the Majority Noteholders. It is Holders of a majority of the Outstanding Amount of the Transition Bonds; 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 or more groups of Holders of NotesHolders, each representing less than 51% a majority of the Outstanding AmountAmount of the Transition Bonds, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no Holder of any Note No Owner shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this IndentureAgreement or the Certificate Insurance Policy, or for the appointment of a receiver or trustee, or for any other remedy with respect to an event of default hereunder, unless: (i1) such Xxxxxx Owner has previously given written notice to the Indenture Depositor, the Certificate Insurer and the Trustee of a continuing Event of Defaultsuch Owner's intention to institute such proceeding; (ii2) the Holders Owners of Notes representing not less than 25% of the Percentage Interests represented by the Class A Certificates then Outstanding Amount or, if there are no Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class X Certificates and the Class R Certificates, shall have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default proceeding in its own name as Indenture Trustee hereunderestablishing the Trust; (iii3) such Holder Owner or Holders Owners have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying compliance with such request; (iv4) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedingsproceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer consented in writing thereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (v6) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Majority Noteholders. It is Owners of a majority of the Percentage Interests represented by the Class A Certificates or, if there are no Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class X Certificates and the Class R Certificates; it being understood and intended that no one or more Holders of Notes Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Indenture Agreement to affect, disturb or prejudice the rights of any other Holders Owner of Notes the same Class or to obtain or to seek to obtain priority or preference over any other Holders Owner of the same Class or to enforce any right under this IndentureAgreement, except in the manner herein providedprovided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesOwners, each representing less than 51% a majority of the Outstanding Amountapplicable Class of Certificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Indenture Trustee will take action Certificate Insurer in accordance with its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement (unless the request given by Certificate Insurer is the Holders of Notes holding party against whom the greatest percentage of the Outstanding Amount.proceeding is directed). Section 6.08

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no No Holder of any Note shall have any right to institute any Proceedingproceeding, judicial or otherwise, with respect to this IndentureIndenture or the related Series Supplement, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Hxxxxx has previously given written notice to the Indenture Trustee of a continuing Event of DefaultDefault with respect to the Notes of the related Series; (ii) the Holders of Notes representing not less than 25% of the Outstanding Amount of the Notes of the related Series 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; (iii) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Majority NoteholdersHolders of a majority of the Outstanding Amount of the Notes of such Series. It is it being 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 or more groups of Holders of Notes, each representing less than 51% of the Outstanding Amount, the Indenture Trustee will take action in accordance with the request given by the Holders of Notes holding the greatest percentage of the Outstanding Amount.

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no Holder (a) No holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (ii) the Holders of Notes representing Noteholders holding not less than 25% of the Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-60 day period by Noteholders holding a majority of the Majority NoteholdersOutstanding Amount. It is understood and intended that no one No Noteholder or more Holders group of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a majority of the Outstanding Amount, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

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

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (ia) such Xxxxxx Holder has previously given written notice to the Indenture Trustee of a continuing Event of Default; (iib) the Holders of Notes representing not less than twenty-five percent (25% %) of the principal amount of the Notes Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee hereunder; (iiic) such Holder or Holders have offered to the Indenture Trustee reasonable indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such request; (ivd) the Indenture Trustee for 60 sixty (60) days after its receipt of such written notice, request and offer of the required indemnity has failed to institute such Proceedings; and (ve) no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60-) day period by the Majority NoteholdersHolders of a majority of the principal amount of the Notes Outstanding. 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 or more groups of Holders of Notes, each representing less than 51% a majority of the Outstanding Amountprincipal amount of the Notes Outstanding, the Indenture Trustee will take in its sole discretion may 29 35 determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture and the Indenture Trustee shall not be liable for any action in accordance with the request given by the Holders of Notes holding the greatest percentage of the Outstanding Amount.taken pursuant to this Section. SECTION 5.7

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

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no Holder (a) No holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (ii) the Holders of Notes representing Noteholders holding not less than 25% of the Outstanding Amount Controlling Class have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-60 day period by Noteholders holding a majority of the Majority NoteholdersControlling Class. It is understood and intended that no one No Noteholder or more Holders group of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a majority of the Outstanding AmountControlling Class, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

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

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no Holder (a) No holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (ii) the Holders of Notes representing Noteholders holding not less than 25% of the Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by Noteholders holding a majority of the Majority NoteholdersOutstanding Amount. It is understood and intended that no one No Noteholder or more Holders group of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a majority of the Outstanding Amount, the Indenture Trustee will take action shall act in accordance with the request given specified by the Holders group of Notes holding Noteholders with the greatest percentage of the Outstanding Amount, notwithstanding any other provisions of this Indenture. (b) No Noteholder shall have any right to vote except as provided pursuant to this Indenture and the Notes, nor any right in any manner to otherwise control the operation and management of the Issuer. However, in connection with any action as to which Noteholders are entitled to vote or consent under this Indenture and the Notes, the Issuer may set a record date for purposes of determining the identity of Noteholders entitled to vote or consent in accordance with TIA Section 316(c).

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no (a) No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (ii) the Holders of Notes representing Noteholders holding not less than 25% of the Outstanding Amount Amount, voting together as a single class, have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has notice failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders holding at least a Majority NoteholdersInterest, voting together as a single class. It is understood and intended that no one No Noteholder or more Holders group of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a Majority Interest of the Outstanding AmountNotes, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

Limitation of Suits. Other than the pursuing No Noteholder, solely by virtue of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 daysits status as Noteholder, no Holder of any Note shall have any right by virtue or by availing of any provision of this Indenture to institute any Proceedingsuit, judicial action or otherwise, proceeding in equity or at law upon or under or with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) unless such Xxxxxx has Noteholder previously shall have given written notice to the Indenture Trustee a written notice of a continuing Event default and of Default; (ii) the Holders of Notes representing continuance thereof, as hereinbefore provided, and unless the Noteholders evidencing not less than 25% of the Outstanding Amount of the Notes shall have made written request to upon the Indenture Trustee to institute such Proceeding in respect of such Event of Default action, suit or proceeding in its own name as Indenture Trustee hereunder; (iii) such Holder or Holders hereunder and shall have offered to the Indenture Trustee such reasonable indemnity as it may require against the costscost, expenses and liabilities to be incurred in complying with such request; (iv) therein or thereby, and the Indenture Trustee Trustee, for 60 days after its receipt of such notice, request and offer of indemnity has failed indemnity, shall have neglected or refused to institute any such Proceedingsaction, suit or proceeding; it being understood and (v) no direction inconsistent intended, and being expressly covenanted by each Noteholder with such written request has been given to every other Noteholder and the Indenture Trustee during such 60-day period by the Majority Noteholders. It is understood and intended Trustee, that no one or more Holders of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, of any provision of this Indenture to affect, disturb or prejudice the rights of the Noteholders of any other Holders of Notes such Notes, or to obtain or to seek to obtain priority over or preference over to any other Holders such Noteholder, or to enforce any right under this Indenture, except in the manner herein providedprovided and for the benefit of all Noteholders. For the protection and enforcement of the provisions of this Section, each and every Noteholder and the Indenture Trustee shall be entitled to such relief as can be given either at law or in equity. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a majority of the Outstanding AmountAmount of the Notes, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no Holder (a) No holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (ii) the Holders of Notes Noteholders representing not less than 25% of the Outstanding Amount have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by Noteholders representing not less than a majority of the Majority NoteholdersOutstanding Amount. It is understood and intended that no one No Noteholder or more Holders group of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a majority of the Outstanding Amount, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no (a) No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (ii) the Holders of Notes representing Noteholders holding not less than 25% of the Outstanding Amount Amount, voting together as a single class, have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own Indenture name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has notice failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders holding at least a Majority NoteholdersInterest, voting together as a single class. It is understood and intended that no one No Noteholder or more Holders group of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a Majority Interest of the Outstanding AmountNotes, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

Limitation of Suits. Other than the pursuing of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 days, no (a) No Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event of Indenture Default; , (ii) the Holders of Notes representing Noteholders holding not less than 25% of the Outstanding Amount Amount, voting together as a single class, have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default in its own 26 Indenture name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has notice failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders holding at least a Majority NoteholdersInterest, voting together as a single class. It is understood and intended that no one No Noteholder or more Holders group of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a Majority Interest of the Outstanding AmountNotes, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

Limitation of Suits. Other than (i) Except to the pursuing extent expressly set forth in Sections 7.07 or 11.21 of dispute resolution on behalf of the Issuer in respect of any repurchase request that remains unresolved for 180 daysthis Indenture, no Holder of any Note shall have any right to institute any Proceeding, judicial or otherwise, with respect to this Indenture, or the other Basic Documents, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (i) such Xxxxxx Noteholder previously has previously given written notice to the Indenture Trustee written notice of a continuing Event Indenture Default, or a breach of Default; the Basic Documents by a party thereto (an “Action”), (ii) the Holders of Notes representing Noteholders holding not less than 25% of the Outstanding Amount of Notes, voting together as a single class, have made written request to the Indenture Trustee to institute such Proceeding in respect of such Event of Indenture Default or Action, as applicable in its own name as Indenture Trustee hereunder; Trustee, (iii) such Holder or Holders have Noteholder has offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in complying with such request; , (iv) the Indenture Trustee has for 60 days after its receipt of such notice, request and offer of indemnity has notice failed to institute such Proceedings; Proceedings and (v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Noteholders holding at least a Majority NoteholdersInterest, voting together as a single class. It is understood and intended that no one No Noteholder or more Holders group of Notes Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Notes Noteholders or to obtain or to seek to obtain priority or preference over any other Holders Noteholder or to enforce any right under this Indenture, except in the manner herein provided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Holders of NotesNoteholders, each representing less than 51% a Majority Interest of the Outstanding AmountNotes, the Indenture Trustee will take action in accordance with the request given by the Holders its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of Notes holding the greatest percentage of the Outstanding Amountthis Indenture.

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

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