Common use of Limitation of Suits Clause in Contracts

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amounts are owed to the Certificate Insurer, the Certificate Insurer has consented in writing theretothereto (unless a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding Proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to clauses (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Seller, the Transferor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected any Class or Classes of Certificates then Outstanding Class A Certificates, or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the of any Class R of Class B Certificates then Outstanding, shall have made written request to the Trustee to institute such proceeding in respect its own name as representative of such Event of Defaultthe Owners; (3) such Owner or Owners have offered to the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 30 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (64) no direction inconsistent with such written request has been given to the Trustee during such 6030-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the each Class of Class A Certificates or, if there are no Class A Certificates then Outstanding, by such majority percentage of the Percentage Interests represented by the any Class R Certificatesof Class B Certificates then Outstanding; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision act at the direction of this Agreementthe Certificate Insurer.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Offered Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class C Certificates and the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class C Certificates and the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(5) of this Section 6.07, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Offered Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class D Certificates and the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class D Certificates and the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner Holder has previously given written notice to the Company Sponsor and the Trustee of such OwnerHolder's intention to institute such proceeding; (2) the Owners Holders of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates B Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner Holder or Owners Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners Holders 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 R B Certificates; it being understood and intended that no one or more Owners Holders shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner Holder of the same Class or to obtain or to seek to obtain priority or preference over any other Owner Holder of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners Holders of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups Classes of OwnersHolders, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision act at the direction of this Agreementthe Certificate Insurer.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Agreement, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 2551% of the Percentage Interests Voting Rights represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (65) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests Voting Rights represented by the Class A Certificates or, if there are no Class A Certificates then Outstanding; IT BEING UNDERSTOOD AND INTENDED THAT NO ONE OR MORE OWNERS SHALL HAVE ANY RIGHT IN ANY MANNER WHATEVER BY VIRTUE OF, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue ofOR BY AVAILING THEMSELVES OF, or by availing themselves ofANY PROVISION OF THIS AGREEMENT TO AFFECT, any provision of this Agreement to affectDISTURB OR PREJUDICE THE RIGHTS OF ANY OTHER OWNER OF THE SAME CLASS OR TO OBTAIN OR TO SEEK TO OBTAIN PRIORITY OR PREFERENCE OVER ANY OTHER OWNER OF THE SAME CLASS OR TO ENFORCE ANY RIGHT UNDER THIS AGREEMENT, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementEXCEPT IN THE MANNER HEREIN PROVIDED AND FOR THE EQUAL AND RATABLE BENEFIT OF ALL THE OWNERS OF THE SAME CLASS.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or Agreement, the Insurance Agreement, the Swap Agreement, the Certificate Insurance Policies or for the appointment of a receiver or trusteeGrantor Trustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Grantor Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Grantor Trustee to institute such proceeding in respect of such Event of Defaultits own name as Grantor Trustee establishing the Trust; (3) such Owner or Owners have offered to the Grantor Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Grantor Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amount (as defined in the Insurance Agreement) remains unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Grantor Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Grantor Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(5) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Sponsor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates RS Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R RS Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be takenact at the direction of the Certificate Insurer, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner Holder of any Note shall have any right to institute any proceedingProceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.17 hereof: (1i) such Owner Holder has previously given written notice to the Company and the Indenture Trustee of such Owner's intention to institute such proceedinga continuing Event of Default; (2ii) (A) prior to the Owners payment in full of not less the Class A Notes, the Class B Notes, the Class C Notes and, if and to the extent owned by a Person other than the Trust Depositor or any of its Affiliates, the Class D Notes, the Class A Noteholders evidencing 25% of the Percentage Interests represented aggregate Outstanding Principal Balance of all Class A Notes, the Class B Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class B Notes, the Class C Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class C Notes and the Class D Noteholders (other than the Trust Depositor or any of its Affiliates) evidencing 25% of the aggregate Outstanding Principal Balance of all Class D Notes (other than any Class D Notes owned by the affected Class Trust Depositor or Classes any of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall its Affiliates) 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 and (B) from and after the payment in full of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes (owned by a Person other than the Trust Depositor or any of its Affiliates), the Class D Noteholders (if such Class D Noteholders are the Trust Depositor or any of its Affiliates) evidencing 25% of the aggregate Outstanding Principal Balance of all Class D Notes (other than Class D Notes not owned by the Trust Depositor or any of its Affiliates) and the Class E Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class E Notes have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of DefaultDefault in its own name as Indenture Trustee hereunder; (3iii) such Owner Holder or Owners Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance complying with such request; (4iv) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretoProceedings; and (6A) prior to the payment in full of the Class A Notes, the Class B Notes, the Class C Notes and, if and to the extent owned by a Person other than the Trust Depositor or any of its Affiliates, the Class D Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60-) day period by the Certificate Insurer or by the Owners Holders of a majority of the Percentage Interests represented by Outstanding Principal Balance of the Class A Certificates orNotes, if there are no the Class B Notes, the Class C Notes and Class D Notes (owned by a Person other than the Trust Depositor or any of its Affiliates) and (B) from and after payment in full of the Class A Certificates then OutstandingNotes, the Class B Notes, the Class C Notes and the Class D Notes (owned by a Person other than the Trust Depositor or any of its Affiliates), no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by the Holders of a majority of the Percentage Interests represented Outstanding Principal Balance of the Class D Notes (other than any Class D Notes not owned by the Trust Depositor or any of its Affiliates) and the Class R Certificates; it being E Notes. It is understood and intended that no one or more Owners Holders of Notes shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement Indenture to affect, disturb or prejudice the rights of any other Owner Holders of the same Class Notes or to obtain or to seek to obtain priority or preference over any other Owner of the same Class Holders or to enforce any right under this AgreementIndenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Classprovided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of OwnersHolders of Notes, each representing less than a majority of the applicable Class of CertificatesAggregate Outstanding Principal Balance, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision provisions of this AgreementIndenture.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed and in such case the Servicer shall determine what action if any shall be taken).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Sponsor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates B Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R B Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups Classes of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision act at the direction of this Agreementthe Certificate Insurer.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Agreement, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Offered Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Agreement, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's ’s intention to institute such proceeding; (2) the Owners of not less than 25[____]% of the Percentage Interests Voting Rights represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (65) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests Voting Rights represented by the Class A Certificates or, if there are no Class A Certificates then Outstanding; IT BEING UNDERSTOOD AND INTENDED THAT NO ONE OR MORE OWNERS SHALL HAVE ANY RIGHT IN ANY MANNER WHATEVER BY VIRTUE OF, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue ofOR BY AVAILING THEMSELVES OF, or by availing themselves ofANY PROVISION OF THIS AGREEMENT TO AFFECT, any provision of this Agreement to affectDISTURB OR PREJUDICE THE RIGHTS OF ANY OTHER OWNER OF THE SAME CLASS OR TO OBTAIN OR TO SEEK TO OBTAIN PRIORITY OR PREFERENCE OVER ANY OTHER OWNER OF THE SAME CLASS OR TO ENFORCE ANY RIGHT UNDER THIS AGREEMENT, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementEXCEPT IN THE MANNER HEREIN PROVIDED AND FOR THE EQUAL AND RATABLE BENEFIT OF ALL THE OWNERS OF THE SAME CLASS.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement, the Insurance and Indemnity Agreement, the Indemnification Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates and Class B Certificates then Outstanding or, if there are no affected Classes of Class A or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates C Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amount remains unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A and Class B Certificates or, if there are no Class A or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R C Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(5) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement, the Insurance Agreement, the Indemnification Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates and Class B Certificates then Outstanding or, if there are no affected Classes of Class A or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amount remains unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A and Class B Certificates or, if there are no Class A or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(5) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 2551% of the Percentage Interests Voting Rights represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amounts are owed to the Certificate Insurer, the Certificate Insurer has consented in writing theretothereto (unless a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests Voting Rights 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the action is against the Certificate Insurer); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement, the Cap Agreement, the Insurance Agreement, the Indemnification Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class B-IO Certificates and the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amount remains unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 B-IO Certificates and the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement, the Insurance Agreement, the Indemnification Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Trust Certificates and Class B Certificates then Outstanding or, if there are no affected Classes of Class A or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Trust Certificates are OutstandingOutstanding or any Reimbursement Amount remains unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Trust and Class B Certificates or, if there are no Class A Trust or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(5) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Sponsor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A A-6 Certificates or any Group II Reimbursement Amount are Outstandingoutstanding, the Class A-6 Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Class A-6 Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.to

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Guarantor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% a majority of the Percentage Interests represented by the affected Class or Classes of Offered Certificates then Outstanding related to either Mortgage Loan Group or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 30 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 6030-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates related to such Mortgage Loan Group or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class D Certificates and the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement Indenture or the Certificate Note Insurance Policies Policies, or for the appointment of a receiver or trustee, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company and the Indenture Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates Notes then Outstanding or, if there are no affected Classes of Class A Certificates Notes then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class R Certificates Issuer's Certificates, shall have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of Defaultits own name as Indenture Trustee hereunder; (3) such Owner or Owners have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Note Insurer has consented in writing theretothereto (unless the Note Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Certificates Notes or, if there are no Class A Certificates Notes then Outstanding, Outstanding by such a majority of the Percentage Interests represented by the Class R Issuer's Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement Indenture to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this AgreementIndenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same ClassOwners. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class Notes then Outstanding and each conforming to paragraphs (1)-(6) of Certificatesthis Section 5.08, the Trustee Note Insurer [INDENTURE TRUSTEE?] in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementIndenture (unless the Note Insurer is the party against whom the proceeding is directed and in such case the Servicer shall determine what action if any shall be taken).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:: 79 84 (1) such Owner has previously given written notice to the Company and the Trustee of such Owner's intention to institute such proceeding; (2A) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3B) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4C) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5D) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6E) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be takenact at the direction of the Insurer, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than [25% %] of the Percentage Interests Voting Rights represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amounts are owed to the Certificate Insurer, the Certificate Insurer has consented in writing theretothereto (unless a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests Voting Rights 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.Agreement (unless the Certificate Insurer is the party against whom the proceeding is directed and in such case the Servicer shall determine what action if any shall be taken)..

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1A) such Owner has previously given written notice to the Company Sponsor, the Certificate Insurer, and the Trustee of such Owner's intention to institute such proceeding; (2B) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3C) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4D) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5E) as long as any Class A Certificates are OutstandingCertificate or any Reimbursement Amount is outstanding, the Certificate Insurer has consented in writing thereto; and (6F) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.of

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amounts are owed to the Certificate Insurer, the Certificate Insurer has consented in writing theretothereto (unless a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner Certificateholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trusteeTrustee of the Trust Fund, or for any other remedy with respect to an event of default hereunder, unless: (1i) such Owner Certificateholder has previously given written notice to the Company Depositor and the Trustee of such OwnerCertificateholder's intention to institute such proceeding; (2ii) the Owners Certificateholders of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Offered Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Controlling Non-Offered Certificateholders, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee; (3iii) such Owner Certificateholder or Owners Certificateholders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners Certificateholders of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R CertificatesControlling Non-Offered Certificateholders; it being understood and intended that no one or more Owners Certificateholders shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner Certificateholder of the same Class or to obtain or to seek to obtain priority or preference over any other Owner Certificateholder of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners Certificateholders of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of OwnersCertificateholders, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (i)-(v) of this Section 6.07, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or Agreement, the Certificate Insurance Policies Policy, the Sale Agreements or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an Event of Default hereunder, unless: (1i) such Owner has previously given written notice to the Company Depositor, and the Trustee of such Owner's intention to institute such proceeding; (2ii) the Owners of not less than 25% of the Percentage Interests represented by the affected Class A, Class M-1, Class B, Class P or Classes of Class X Certificates then Outstanding or, if there are no affected Classes of Class A A, Class M-1, Class B, Class P or Class X Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3iii) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6v) no direction inconsistent with such written request has been given to the Trustee during such sixty (60-) day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A A, Class M-1, Class B, Class P or Class X Certificates or, if there are no Class A A, Class M-1, Class B, Class P or Class X Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates and each conforming to paragraphs (i) through (v) of this SECTION 6.07, the Trustee will act at the direction of Owners holding the greater amount of Certificates. If the Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Owners representing an equal amount of Outstanding Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision provisions of this AgreementAgreement and the Trustee shall not be liable for any action taken pursuant to this SECTION 6.07.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement, the Sale and Warranties Agreement or the Certificate Insurance Policies Sale Agreements or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an Event of Default hereunder, unless: (1i) such Owner has previously given written notice to the Company Depositor, and the Trustee of such Owner's intention to institute such proceeding; (2ii) the Owners of not less than 25% of the Percentage Interests represented by the affected Class A-1, Class M, Class B or Classes of Class X Certificates then Outstanding or, if there are no affected Classes of Class A A-1, Class M, Class B or Class X Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3iii) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6v) no direction inconsistent with such written request has been given to the Trustee during such sixty (60-) day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A A-1, Class M, Class B or Class X Certificates or, if there are no Class A A-1, Class M, Class B or Class X Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates and each conforming to paragraphs (i) through (v) of this Section 6.07, the Trustee will act at the direction of Owners holding the greater amount of Certificates. If the Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Owners representing an equal amount of Outstanding Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision provisions of this AgreementAgreement and the Trustee shall not be liable for any action taken pursuant to this Section 6.07.

Limitation of Suits. No Owner Holder of any Note shall have any right to institute any proceedingProceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.17 hereof: (1i) such Owner Holder has previously given written notice to the Company and the Indenture Trustee of such Owner's intention to institute such proceedinga continuing Event of Default; (2ii) (A) prior to the Owners payment in full of not less than the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the Class A Noteholders evidencing 25% of the Percentage Interests represented by the affected Class or Classes aggregate Outstanding Principal Balance of Certificates then Outstanding or, if there are no affected Classes of all Class A Certificates then OutstandingNotes, by such percentage the Class B Noteholders evidencing 25% of the Percentage Interests represented by aggregate Outstanding Principal Balance of all Class B Notes, the Class R Certificates shall C Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class C Notes and the Class D Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class D 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 and (B) from and after the payment in full of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the Class E Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class E Notes have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of DefaultDefault in its own name as Indenture Trustee hereunder; (3iii) such Owner Holder or Owners Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance complying with such request; (4iv) the Indenture Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretoProceedings; and (6A) prior to the payment in full of the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60-) day period by the Certificate Insurer or by the Owners Holders of a majority of the Percentage Interests represented by Outstanding Principal Balance of the Class A Certificates orNotes, if there are no the Class B Notes, the Class C Notes and Class D Notes and (B) from and after payment in full of the Class A Certificates then OutstandingNotes, the Class B Notes, the Class C Notes and the Class D Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such sixty (60) day period by such the Holders of a majority of the Percentage Interests represented by Outstanding Principal Balance of the Class R Certificates; it being E Notes. It is understood and intended that no one or more Owners Holders of Notes shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement Indenture to affect, disturb or prejudice the rights of any other Owner Holders of the same Class Notes or to obtain or to seek to obtain priority or preference over any other Owner of the same Class Holders or to enforce any right under this AgreementIndenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Classprovided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two (2) or more groups of OwnersHolders of Notes, each representing less than a majority of the applicable Class of CertificatesAggregate Outstanding Principal Balance, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision provisions of this AgreementIndenture.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding Proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 2551% of the Percentage Interests Voting Rights represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amounts are owed to the Certificate Insurer, the Certificate Insurer has consented in writing theretothereto (unless a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests Voting Rights 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1A) such Owner has previously given written notice to the Company Sponsor, the Certificate Insurer, and the Trustee of such Owner's intention to institute such proceeding; (2B) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the 68 70 Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3C) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4D) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5E) as long as any Class A Certificates are OutstandingCertificate or any Reimbursement Amount is outstanding, the Certificate Insurer has consented in writing thereto; and (6F) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be takenact at the direction of the Certificate Insurer, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner Holder of any Note shall have any right to institute any proceedingProceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:unless (and in all events subject to Section 11.16 hereof): (1i) such Owner Holder has previously given written notice to the Company and the Indenture Trustee of such Owner's intention to institute such proceedinga continuing Event of Default; (2ii) the Owners Holders of not less than 25% of the Percentage Interests represented by Outstanding Amount of the affected Class or Classes of Certificates then Outstanding A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes or, if there are no affected Classes of Class A Certificates then A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes Outstanding, by such percentage Holders of not less than 25% of the Percentage Interests represented by Outstanding Amount of the Class R Certificates shall B Notes have made written request to the Indenture Trustee to institute such proceeding Proceeding in respect of such Event of DefaultDefault in its own name as Indenture Trustee hereunder; (3iii) such Owner Holder or Owners Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance complying with such request; (4iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretoProceedings; and (6v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being Required Holders. It is understood and intended that no one or more Owners Holders of Notes shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement Indenture to affect, disturb or prejudice the rights of any other Owner Holders of the same Class Notes or to obtain or to seek to obtain priority or preference over any other Owner of the same Class Holders or to enforce any right under this AgreementIndenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Classprovided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of OwnersHolders of Notes, each representing less than a majority of the applicable Outstanding Amount of the Class of CertificatesA-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes or the Class B Notes, as the case may be, the Indenture Trustee shall act at the direction of the group of Holders of Notes with the greater Outstanding Amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class B Notes, as the case may be; provided, however, if the Indenture Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding Amount of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class B Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision provisions of this AgreementIndenture.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement, the Insurance Agreement, the Indemnification Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class B-IO Certificates and the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amount remains unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 B-IO Certificates and the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement agreement, the sale and warranties agreement or the Certificate Insurance Policies sale agreements or for the appointment of a receiver or trusteetrustee of the trust, or for any other remedy with respect to an event of default hereunder, unless: (1i) such Owner has previously given written notice to the Company Depositor, the Securities Administrator and the Trustee of such Owner's intention to institute such proceeding; (2ii) the Owners of not less than 25% of the Percentage Interests represented by the affected Class A, Class M, Class B, Class P or Classes of Class X Certificates then Outstanding or, if there are no affected Classes of Class A A, Class M, Class B, Class P or Class X Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Securities Administrator and the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3iii) such Owner or Owners have offered to the Securities Administrator and the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Securities Administrator on behalf of the Trustee for 60 sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6v) no direction inconsistent with such written request has been given to the Securities Administrator and the Trustee during such sixty (60-) day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A A, Class M, Class B, Class P or Class X Certificates or, if there are no Class A A, Class M, Class B, Class P or Class X Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Securities Administrator and the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates and each conforming to paragraphs (i) through (v) of this Section 6.07, the Securities Administrator on behalf of the Trustee will act at the direction of Owners holding the greater amount of Certificates. If the Securities Administrator and the Trustee receive conflicting or inconsistent requests and indemnity from two or more groups of Owners representing an equal amount of Outstanding Certificates, the Trustee Securities Administrator, on behalf of the Trustee, in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision provisions of this AgreementAgreement and neither the Securities Administrator nor the Trustee shall be liable for any action taken pursuant to this Section 6.07.

Limitation of Suits. No Owner Holder of any Note shall have any right to institute any proceedingProceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1i) such Owner Holder has previously given written notice to the Company and the Indenture Trustee of such Owner's intention to institute such proceedinga continuing Event of Default; (2ii) the Owners Holders of not less than 25% of the Percentage Interests represented by Outstanding Amount of the affected Class or Classes of Certificates then Outstanding A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes or, if there are no affected Classes of Class A Certificates then A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes Outstanding, by such percentage Holders of not less than 25% of the Percentage Interests represented by Outstanding Amount of the Class R Certificates shall B Notes have made written request to the Indenture Trustee to institute such proceeding Proceeding in respect of such Event of DefaultDefault in its own name as Indenture Trustee hereunder; (3iii) such Owner Holder or Owners Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance complying with such request; (4iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretoProceedings; and (6v) no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-day period by the Certificate Insurer or by the Owners Holders of a majority of the Percentage Interests represented by Outstanding Amount of the Class A Certificates A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, voting together as a single class, or, if there are no Class A Certificates then A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes Outstanding, by such Holders of a majority of the Percentage Interests represented by Outstanding Amount of the Class R Certificates; it being B Notes. It is understood and intended that no one or more Owners Holders of Notes shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement Indenture to affect, disturb or prejudice the rights of any other Owner Holders of the same Class Notes or to obtain or to seek to obtain priority or preference over any other Owner of the same Class Holders or to enforce any right under this AgreementIndenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Classprovided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of OwnersHolders of Notes, each representing less than a majority of the applicable Outstanding Amount of the Class of CertificatesA-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes or the Class B Notes, as the case may be, the Indenture Trustee shall act at the direction of the group of Holders of Notes with the greater Outstanding Amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class B Notes, as the case may be; PROVIDED, HOWEVER, if the Indenture Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Holders of Notes representing an equal Outstanding Amount of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class B Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision provisions of this AgreementIndenture.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Sponsor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates A-8 Certificates, Class A-9 Certificates, or any Group II Reimbursement Amount are Outstandingoutstanding, the Class A-8 and Class A-9 Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Class A-8 and Class A-9 Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Originator, the Sponsor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Originator's Interest, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R CertificatesOriginator's Interest; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Sponsor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Class A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by of the Class R RS Certificates then Outstanding shall have made written request to the Trustee to institute such proceeding in respect of such an Event of Default; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are the Certificate Insurance Policy is Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by of the affected Class or Classes of Class A Certificates then Outstanding or, if there are no Class A Certificates then Outstanding, by such a majority of the Percentage Interests represented by of the Class R RS Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be takenact at the direction of the Certificate Insurer, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement, the Insurance Agreement, the Indemnification Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates and Class B Certificates then Outstanding or, if there are no affected Classes of Class A or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates C Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amount remains unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A and Class B Certificates or, if there are no Class A or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R C Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(5) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests Voting Rights represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amounts are owed to the Certificate Insurer, the Certificate Insurer has consented in writing theretothereto (unless a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests Voting Rights 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests Voting Rights represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amounts are owed to the Certificate Insurer, the Certificate Insurer has consented in writing theretothereto (unless a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests Voting Rights 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1a) such Owner has previously given written notice to the Company Sponsor, the Certificate Insurer, and the Trustee of such Owner's intention to institute such proceeding; (2b) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates R-II Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3c) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5e) as long as any Class A Certificates are OutstandingCertificate or any Reimbursement Amount is outstanding, the Certificate Insurer has consented in writing thereto; and (6f) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R R-II Certificates; 69 76 it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be takenact at the direction of the Certificate Insurer, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class X Certificates and the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding Proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement, the Insurance and Indemnity Agreement, the Indemnification Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates and Class B Certificates then Outstanding or, if there are no affected Classes of Class A or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates C Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amount remains unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A and Class B Certificates or, if there are no Class A or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R C Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the -77- applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(5) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Unaffiliated Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates B Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such an Event of Servicer Default; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R B Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups Classes of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision act at the direction of this Agreementthe Certificate Insurer.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed and in such case the Master Servicer shall determine what action if any shall be taken).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1a) such Owner has previously given written notice to the Company Sponsor, the Certificate Insurer, and the Trustee of such Owner's intention to institute such proceeding; (2b) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates R-II Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3c) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5e) as long as any Class A Certificates are OutstandingCertificate or any Reimbursement Amount is outstanding, the Certificate Insurer has consented in writing thereto; and (6f) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R R-II Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.this

Limitation of Suits. No Owner Certificateholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trusteeTrustee of the Trust Fund, or for any other remedy with respect to an event of default hereunder, unless: (1i) such Owner Certificateholder has previously given written notice to the Company Depositor and the Trustee of such OwnerCertificateholder's intention to institute such proceeding; (2ii) the Owners Certificateholders of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Offered Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Controlling Non-Offered Certificateholders, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee; (3iii) such Owner Certificateholder or Owners Certificateholders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4iv) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners Certificateholders of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R CertificatesControlling Non-Offered Certificateholders; it being understood and intended that no one or more Owners Certificateholders shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner Certificateholder of the same Class or to obtain or to seek to obtain priority or preference over any other Owner Certificateholder of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners Certificateholders of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of OwnersCertificateholders, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (i)-(v) of this Section 6.07, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement. Section 6.08 [INTENTIONALLY OMITTED]

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Offered Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class C Certificates and the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class C Certificates and the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Sponsor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee shall act in its sole discretion may determine what action, if any, shall be takendiscretion, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement, the Insurance Agreement, the Indemnification Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A and Class B Certificates then Outstanding or, if there are no affected Classes of Class A or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amount remains unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A and Class B Certificates or, if there are no Class A or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(5) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trustee, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; ; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class X Certificates and the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; its own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; ; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; ; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class X Certificates and the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding Proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; thereto (unless the Certificate Insurer is the party against whom the proceeding is directed): and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates or Class S Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed and in such case the Servicer shall determine what action if any shall be taken).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the action is against the Certificate Insurer); andand 203968.5d (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner Holder of any Note shall have any right to institute any proceedingProceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.17 hereof: (1i) such Owner Holder has previously given written notice to the Company and the Indenture Trustee of such Owner's intention to institute such proceedinga continuing Event of Default; (2ii) (A) prior to the Owners payment in full of not less than the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes, the Class A-1 Noteholders evidencing 25% of the Percentage Interests represented by aggregate Outstanding Principal Balance of all Class A-1 Notes, the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage A-2 Noteholders evidencing 25% of the Percentage Interests represented by aggregate Outstanding Principal Balance of all Class A-2 Notes, the Class R Certificates shall B Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class B Notes, the Class C Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class C Notes and the Class D Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class D 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 and (B) from and after the payment in full of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes, the Class E Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class E Notes have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of DefaultDefault in its own name as Indenture Trustee hereunder; (3iii) such Owner Holder or Owners Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance complying with such request; (4iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretoProceedings; and (6A) prior to the payment in full of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-60 day period by the Certificate Insurer or by the Owners Holders of a majority of the Percentage Interests represented Outstanding Principal Balance of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and Class D Notes and (B) from and after payment in full of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes and the Class D Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Class A Certificates or, if there are no Class A Certificates then Outstanding, by such Holders of a majority of the Percentage Interests represented by Outstanding Principal Balance of the Class R Certificates; it being E Notes. It is understood and intended that no one or more Owners Holders of Notes shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement Indenture to affect, disturb or prejudice the rights of any other Owner Holders of the same Class Notes or to obtain or to seek to obtain priority or preference over any other Owner of the same Class Holders or to enforce any right under this AgreementIndenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Classprovided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of OwnersHolders of Notes, each representing less than a majority of the applicable Class of CertificatesAggregate Outstanding Principal Balance, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision provisions of this AgreementIndenture.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Agreement, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Offered Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default;its own name as Trustee establishing the Trust; 58 (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates or Class S Certificates are OutstandingOutstanding or any Reimbursement Amounts remain unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed and in such case the Servicer shall determine what action if any shall be taken).

Limitation of Suits. No Owner Holder of any Note shall have any right to institute any proceedingProceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.17 hereof: (1i) such Owner Holder has previously given written notice to the Company and the Indenture Trustee of such Owner's intention to institute such proceedinga continuing Event of Default; (2ii) (A) prior to the Owners payment in full of not less than each Class of Offered Notes, the Noteholders evidencing 25% of the Percentage Interests represented by the affected aggregate Outstanding Principal Balance of each Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall Offered Notes (each acting as a separate 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 and (B) from and after the payment in full of each Class of Offered Notes, the Class F Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class F Notes have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of DefaultDefault in its own name as Indenture Trustee hereunder; (3iii) such Owner Holder or Owners Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance complying with such request; (4iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretoProceedings; and (6v) (A) prior to the payment in full of each Class of Offered Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-60 day period by the Certificate Insurer or by the Owners Holders of a majority of the Percentage Interests represented by Outstanding Principal Balance of the Class A Certificates orNotes, if there are the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes and (B) from and after payment in full of each Class of Offered Notes, no Class A Certificates then Outstanding, direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by such the Holders of a majority of the Percentage Interests represented by Outstanding Principal Balance of the Class R Certificates; it being F Notes. It is understood and intended that no one or more Owners Holders of Notes shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement Indenture to affect, disturb or prejudice the rights of any other Owner Holders of the same Class Notes or to obtain or to seek to obtain priority or preference over any other Owner of the same Class Holders or to enforce any right under this AgreementIndenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Classprovided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of OwnersHolders of Notes, each representing less than a majority of the applicable Class of CertificatesAggregate Outstanding Principal Balance, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision provisions of this AgreementIndenture.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Group I Insurance Policies Policy or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company and the Trustee of such Owner's intention to institute such proceeding; (2A) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Offered Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3B) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4C) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5D) as long as any Class A Certificates Group I Certificates, or any Group I Reimbursement Amount are Outstandingoutstanding, the Certificate Group I Insurer has consented in writing thereto; and (6E) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Group I Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Offered Certificates or, if there are no Class A Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 2551% of the Percentage Interests represented by the affected Class or Classes of A and Class A-IO Certificates then Outstanding or, if there are no affected Classes of Class A or Class A-IO Certificates then Outstanding, by such percentage the Owners of not less than 51% of the Percentage Interests represented by the Class B-1 Certificates then Outstanding or, if there are no Class B-1 Certificates then Outstanding by a majority of the Percentage Interests represented by the related Class X and Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A or Class A-IO Certificates are OutstandingOutstanding or any Reimbursement Amounts are owed to the Certificate Insurer, the Certificate Insurer has consented in writing theretothereto (unless a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer Owners of a majority of the Percentage Interests represented by the Class A and Class A-IO Certificates or, if there are no Class A or Class A-IO Certificates then Outstanding, by the Owners of a majority of the Percentage Interests represented by the Class A B-1 Certificates or, if there are no Class A B-1 Certificates then Outstanding, by such majority of the Percentage Interests represented by the related Class X and the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee shall so notify the Certificate Insurer and the Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policy, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected any Class or Classes of Certificates then Outstanding Class A Certificates, or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the of any Class R of Class B Certificates then Outstanding, shall have made written request to the Trustee to institute such proceeding in respect its own name as representative of such Event of Defaultthe Owners; (3) such Owner or Owners have offered to the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 30 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (64) no direction inconsistent with such written request has been given to the Trustee during such 6030-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the each Class of Class A Certificates or, if there are no Class A Certificates then Outstanding, by such majority percentage of the Percentage Interests represented by the any Class R Certificatesof Class B Certificates then Outstanding; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision act at the direction of this Agreementthe Certificate Insurer.

Limitation of Suits. No Owner Holder of any Note shall have any right to institute any proceedingProceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unlessunless and subject to the provisions of Section 11.17 hereof: (1i) such Owner Holder has previously given written notice to the Company and the Indenture Trustee of such Owner's intention to institute such proceedinga continuing Event of Default; (2ii) (A) prior to the Owners payment in full of not less than the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes, the Class A-1 Noteholders evidencing 25% of the Percentage Interests represented by aggregate Outstanding Principal Balance of all Class A-1 Notes, the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage A-2 Noteholders evidencing 25% of the Percentage Interests represented by aggregate Outstanding Principal Balance of all Class A-2 Notes, the Class R Certificates shall A-3 Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class A-3 Notes, the Class B Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class B Notes, the Class C Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class C Notes and the Class D Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of all Class D 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 and (B) from and after the payment in full of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes, the Class E Noteholders evidencing 25% of the aggregate Outstanding Principal Balance of the Class E Notes have made written request to the Indenture Trustee to institute such proceeding in respect of such Event of DefaultDefault in its own name as Indenture Trustee hereunder; (3iii) such Owner Holder or Owners Holders have offered to the Indenture Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance complying with such request; (4iv) the Indenture Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretoProceedings; and (6A) prior to the payment in full of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60-60 day period by the Certificate Insurer or by the Owners Holders of a majority of the Percentage Interests represented Outstanding Principal Balance of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and Class D Notes and (B) from and after payment in full of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class B Notes, the Class C Notes and the Class D Notes, no direction inconsistent with such written request has been given to the Indenture Trustee during such 60 day period by the Class A Certificates or, if there are no Class A Certificates then Outstanding, by such Holders of a majority of the Percentage Interests represented by Outstanding Principal Balance of the Class R Certificates; it being E Notes. It is understood and intended that no one or more Owners Holders of Notes shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement Indenture to affect, disturb or prejudice the rights of any other Owner Holders of the same Class Notes or to obtain or to seek to obtain priority or preference over any other Owner of the same Class Holders or to enforce any right under this AgreementIndenture, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Classprovided. In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of OwnersHolders of Notes, each representing less than a majority of the applicable Class of CertificatesAggregate Outstanding Principal Balance, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision provisions of this AgreementIndenture.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Agreement, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's ’s intention to institute such proceeding; (2) the Owners of not less than 2551% of the Percentage Interests Voting Rights represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing thereto; and (65) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests Voting Rights represented by the Class A Certificates or, if there are no Class A Certificates then Outstanding; IT BEING UNDERSTOOD AND INTENDED THAT NO ONE OR MORE OWNERS SHALL HAVE ANY RIGHT IN ANY MANNER WHATEVER BY VIRTUE OF, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue ofOR BY AVAILING THEMSELVES OF, or by availing themselves ofANY PROVISION OF THIS AGREEMENT TO AFFECT, any provision of this Agreement to affectDISTURB OR PREJUDICE THE RIGHTS OF ANY OTHER OWNER OF THE SAME CLASS OR TO OBTAIN OR TO SEEK TO OBTAIN PRIORITY OR PREFERENCE OVER ANY OTHER OWNER OF THE SAME CLASS OR TO ENFORCE ANY RIGHT UNDER THIS AGREEMENT, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementEXCEPT IN THE MANNER HEREIN PROVIDED AND FOR THE EQUAL AND RATABLE BENEFIT OF ALL THE OWNERS OF THE SAME CLASS.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement, the Insurance Agreement, the Indemnification Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Depositor, the Certificate Insurer and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Trust and Class B Certificates then Outstanding or, if there are no affected Classes of Class A Trust or Class B Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Trust Certificates are OutstandingOutstanding or any Reimbursement Amount remains unpaid, the Certificate Insurer has consented in writing theretothereto (unless the Certificate Insurer is the party against whom the proceeding is directed); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the Owners of a majority of the Percentage Interests represented by the Class A Trust and Class B Certificates or, if there are no Class A Trust or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(5) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this AgreementAgreement (unless the Certificate Insurer is the party against whom the proceeding is directed).

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies Policies, or for the appointment of a receiver or trusteetrustee of the Trust, or for any other remedy with respect to an event of default hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of A Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage a majority of the Percentage Interests represented by the Class X-IO and the Class R Certificates Certificates, shall have made written request to the Trustee to institute such proceeding in respect of such Event of Defaultits own name as Trustee establishing the Trust; (3) such Owner or Owners have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are OutstandingOutstanding or any Reimbursement Amounts are owed to the Certificate Insurer, the Certificate Insurer has consented in writing theretothereto (unless a Certificate Insurer Default as defined in clause (a) of the definition thereof has occurred and is continuing); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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-IO and Class R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of CertificatesCertificates and each conforming to paragraphs (1)-(6) of this Section 6.07, the Trustee Certificate Insurer in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.

Limitation of Suits. No Owner shall have any right to institute any proceeding, judicial or otherwise, with respect to this Agreement or the Certificate Insurance Policies or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (1) such Owner has previously given written notice to the Company Seller and the Trustee of such Owner's intention to institute such proceeding; (2) the Owners of not less than 25% of the Percentage Interests represented by the affected Class or Classes of Certificates then Outstanding or, if there are no affected Classes of Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by the Class R Certificates shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default; (3) such Owner or Owners have offered to the Trustee indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such proceeding; (5) as long as any Class A Certificates are Outstanding, the Certificate Insurer has consented in writing theretothereto (unless the action is against the Certificate Insurer); and (6) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Certificate Insurer or by the 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 R Certificates; it being understood and intended that no one or more Owners shall have any right in any manner whatever by virtue of, or by availing themselves of, any provision of this Agreement to affect, disturb or prejudice the rights of any other Owner of the same Class or to obtain or to seek to obtain priority or preference over any other Owner of the same Class or to enforce any right under this Agreement, except in the manner herein provided and for the equal and ratable benefit of all the Owners of the same Class. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Owners, each representing less than a majority of the applicable Class of Certificates, the Trustee will act at the direction of the group of Owners representing a greater Percentage Interest of the applicable Class of Certificates. If the Trustee receives conflicting or inconsistent requests and indemnity from two or more groups of Owners with an equal Percentage Interest of the applicable Class of Certificates, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provision of this Agreement.